UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

June 30,
(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~September~~ June 30, ~~2017~~2023
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)

Registrant’s telephone number, including area code: ~~(913)~~ (913) 213-2000

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common 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

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 Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~accelerated filer ☐~~Accelerated Filer ☒

Accelerated filer ☒☐

~~Non‑accelerated~~Non-accelerated filer ☐
(Do not check if a
smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Title of each class of common stock		Number of shares outstanding as of ~~October 31, 2017~~August 4, 2023
Class A common stock		519,192,389
AMC Preferred Equity Units, each representing participating voting and economic rights in the equivalent of one (1) share of Class BA common stock		~~53,184,885~~995,406,413
	~~75,826,927~~

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

INDEX

~~INDEX~~

		Page Number
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive ~~Income~~ Loss~~(Loss)~~	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4736
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8062
Item 4.	Controls and Procedures	8163
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	8264
Item 1A.	Risk Factors	8264
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8369
Item 3.	Defaults Upon Senior Securities	8369
Item 4.	Mine Safety Disclosures	8369
Item 5.	Other Information	8370
Item 6.	Exhibits	8471
	~~Signatures~~Signature	8572

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended				Six Months Ended
(In millions, except share and per share amounts)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

	(unaudited)				(unaudited)
Revenues
Admissions	$	744.1	$	651.0	$	1,278.2	$	1,094.8
Food and beverage		488.2		396.7		816.9		649.2
Other theatre		115.6		118.7		207.2		208.1
Total revenues		1,347.9		1,166.4		2,302.3		1,952.1
Operating costs and expenses
Film exhibition costs		383.1		328.7		629.3		518.5
Food and beverage costs		91.7		64.6		153.1		107.2
Operating expense, excluding depreciation and amortization below		412.0		402.2		795.2		747.0
Rent		220.8		222.4		426.5		445.6
General and administrative:
Merger, acquisition and other costs		0.6		(0.3)		0.8		0.1
Other, excluding depreciation and amortization below		58.1		67.5		130.4		120.6
Depreciation and amortization		96.8		97.4		190.4		196.1
Operating costs and expenses		1,263.1		1,182.5		2,325.7		2,135.1
Operating income (loss)		84.8		(16.1)		(23.4)		(183.0)
Other expense, net:
Other expense (income)		(31.1)		(43.7)		8.1		92.6
Interest expense:
Corporate borrowings		92.0		79.5		182.7		161.5
Finance lease obligations		1.0		1.0		1.9		2.2
Non-cash NCM exhibitor services agreement		9.6		9.8		19.1		19.0
Equity in (earnings) loss of non-consolidated entities		(0.8)		1.0		(2.2)		6.1
Investment expense (income)		5.1		57.3		(8.4)		(6.1)
Total other expense, net		75.8		104.9		201.2		275.3
Net earnings (loss) before income taxes		9.0		(121.0)		(224.6)		(458.3)
Income tax provision		0.4		0.6		2.3		0.7
Net earnings (loss)	$	8.6	$	(121.6)	$	(226.9)	$	(459.0)
Net earnings (loss) per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:
Basic	$	0.01	$	(0.12)	$	(0.16)	$	(0.44)
Diluted	$	0.01	$	(0.12)	$	(0.16)	$	(0.44)
Average shares outstanding:
Basic (in thousands)		1,513,018		1,033,642		1,443,867		1,032,736
Diluted (in thousands)		1,513,472		1,033,642		1,443,867		1,032,736

~~(in millions, except share and per share data)~~

Three Months Ended

Nine Months Ended


September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

(unaudited)

(unaudited)
Revenues

Admissions

$
753.5

$
496.8

$
2,332.4

$
1,460.6
Food and beverage

361.4

248.9

1,133.1

736.6
Other theatre

63.8

34.1

196.9

112.6
Total revenues

1,178.7

779.8

3,662.4

2,309.8
Operating costs and expenses

Film exhibition costs

364.8

259.1

1,164.2

784.4
Food and beverage costs

60.7

33.9

182.6

102.0
Operating expense

383.2

211.6

1,128.8

613.9
Rent

200.7

121.9

590.9

369.3
General and administrative:

Merger, acquisition and transaction costs

5.6

4.9

57.2

15.1
Other

32.8

19.8

113.4

58.9
Depreciation and amortization

135.2

63.1

393.9

185.8
Operating costs and expenses

1,183.0

714.3

3,631.0

2,129.4
Operating income (loss)

(4.3)

65.5

31.4

180.4
Other expense (income):

Other expense (income)

(0.6)

0.1

(2.3)

—
Interest expense:

Corporate borrowings

60.8

24.6

171.7

74.4
Capital and financing lease obligations

10.6

2.1

31.7

6.4
Equity in (earnings) loss of non-consolidated entities

1.8

(12.0)

199.1

(28.1)
Investment (income) expense

(16.6)

0.2

(21.6)

(9.6)
Total other expense

56.0

15.0

378.6

43.1
Earnings (loss) before income taxes

(60.3)

50.5

(347.2)

137.3
Income tax provision (benefit)

(17.6)

20.1

(136.4)

54.6
Net earnings (loss)

$
(42.7)

$
30.4

$
(210.8)

$
82.7
Earnings (loss) per share:

Basic

$
(0.33)

$
0.31

$
(1.65)

$
0.84
Diluted

$
(0.33)

$
0.31

$
(1.65)

$
0.84
Average shares outstanding:

Basic (in thousands)

131,077

98,194

127,902

98,196
Diluted (in thousands)

131,077

98,284

127,902

98,211
Dividends declared per basic and diluted common share

$
0.20

$
0.20

$
0.60

$
0.60

See Notes to Condensed Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

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


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

	(unaudited)				(unaudited)
Net earnings (loss)	$	8.6	$	(121.6)	$	(226.9)	$	(459.0)
Other comprehensive loss:
Unrealized foreign currency translation adjustments		(40.0)		(46.3)		(47.2)		(52.3)
Pension adjustments:
Net gain (loss) arising during the period		—		—		(0.1)		0.2
Other comprehensive loss:		(40.0)		(46.3)		(47.3)		(52.1)
Total comprehensive loss	$	(31.4)	$	(167.9)	$	(274.2)	$	(511.1)

~~(in millions)~~

Three Months Ended

Nine Months Ended


September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

(unaudited)

(Unaudited)
Net earnings (loss)

$
(42.7)

$
30.4

$
(210.8)

$
82.7
Other comprehensive income (loss)

Unrealized foreign currency translation adjustment, net of tax

34.4

0.2

109.3

0.8
Pension and other benefit adjustments:

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

—

—

(0.5)

—
Marketable securities:

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

0.2

0.2

0.5

0.6
Realized net gain reclassified into investment income, net of tax

—

—

(0.1)

(1.8)
Equity method investees' cash flow hedge:

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

0.1

—

—

(0.6)
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax

(1.0)

0.1

(0.9)

0.3
Other comprehensive income (loss)

33.7

0.5

108.3

(0.7)
Total comprehensive income (loss)

$
(9.0)

$
30.9

$
(102.5)

$
82.0

See Notes to Condensed Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

~~(Unaudited in millions, except share data)~~

September 30, 2017

December 31, 2016

ASSETS

Current assets:

Cash and cash equivalents

$
260.0

$
207.1

Restricted cash

6.8

—

Receivables, net

128.9

213.6

Assets held for sale

—

70.4

Other current assets

226.3

192.5

Total current assets

622.0

683.6

Property, net

3,244.5

3,035.9

Intangible assets, net

387.8

365.1

Goodwill

4,889.5

3,933.0

Deferred tax asset, net

222.2

90.4

Other long-term assets

544.7

533.8

Total assets

$
9,910.7

$
8,641.8

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$
469.1

$
501.8

Accrued expenses and other liabilities

337.4

329.0

Deferred revenues and income

284.6

277.2

Current maturities of corporate borrowings and capital and financing lease obligations

89.1

81.2

Total current liabilities

1,180.2

1,189.2

Corporate borrowings

4,277.4

3,745.8

Capital and financing lease obligations

594.4

609.3

Exhibitor services agreement

538.4

359.3

Deferred tax liability, net

47.4

21.0

Other long-term liabilities

847.7

706.5

Total liabilities

7,485.5

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 September 30, 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; 55,002,524 shares issued and 53,934,224 outstanding as of September 30, 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 September 30, 2017 and December 31, 2016)

0.8

0.8

Additional paid-in capital

2,240.0

1,627.3

Treasury stock (1,105,069 shares as of September 30, 2017 and 36,769 shares as of December 31, 2016, at cost)

(17.2)

(0.7)

Accumulated other comprehensive income (loss)

105.8

(2.5)

Accumulated earnings

94.5

384.4

Total stockholders’ equity

2,424.4

2,009.6

Total liabilities and stockholders’ equity

$
9,910.7

$
8,641.8


(In millions, except share data)	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	435.3	$	631.5
Restricted cash		22.9		22.9
Receivables, net		137.8		166.6
Other current assets		111.7		81.1
Total current assets		707.7		902.1
Property, net		1,618.2		1,719.2
Operating lease right-of-use assets, net		3,688.3		3,802.9
Intangible assets, net		147.1		147.3
Goodwill		2,310.2		2,342.0
Other long-term assets		198.2		222.1
Total assets	$	8,669.7	$	9,135.6
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	285.5	$	330.5
Accrued expenses and other liabilities		328.6		364.3
Deferred revenues and income		385.3		402.7
Current maturities of corporate borrowings		20.0		20.0
Current maturities of finance lease liabilities		6.4		5.5
Current maturities of operating lease liabilities		528.5		567.3
Total current liabilities		1,554.3		1,690.3
Corporate borrowings		4,795.6		5,120.8
Finance lease liabilities		51.0		53.3
Operating lease liabilities		4,104.3		4,252.7
Exhibitor services agreement		497.3		505.8
Deferred tax liability, net		32.5		32.1
Shareholder litigation liability		115.4		—
Other long-term liabilities		101.9		105.1
Total liabilities		11,252.3		11,760.1
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock, $.01 par value per share, 50,000,000 shares authorized; including Series A Convertible Participating Preferred Stock, 10,000,000 authorized, 9,954,065 issued and outstanding as of June 30, 2023; 7,245,872 issued and outstanding December 31, 2022, represented by AMC Preferred Equity Units, each representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of which 1,000,000,000 is authorized; 995,406,413 issued and outstanding as of June 30, 2023; 724,587,058 issued and outstanding as of December 31, 2022		0.1		0.1
Class A common stock ($.01 par value, 524,173,073 shares authorized; 519,192,389 shares issued and outstanding as of June 30, 2023; 516,838,912 shares issued and outstanding as of December 31, 2022)		5.2		5.2
Additional paid-in capital		5,361.2		5,045.1
Accumulated other comprehensive loss		(124.6)		(77.3)
Accumulated deficit		(7,824.5)		(7,597.6)
Total stockholders' deficit		(2,582.6)		(2,624.5)
Total liabilities and stockholders’ deficit	$	8,669.7	$	9,135.6

See Notes to Condensed Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Six Months Ended
(In millions)	June 30, 2023		June 30, 2022

Cash flows from operating activities:	(unaudited)
Net loss	$	(226.9)	$	(459.0)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		190.4		196.1
(Gain) loss on extinguishment of debt		(86.7)		96.4
Deferred income taxes		0.4		0.3
Unrealized loss (gain) on investments in Hycroft		10.1		(16.1)
Amortization of net premium on corporate borrowings to interest expense		(29.2)		(32.0)
Amortization of deferred financing costs to interest expense		4.7		6.8
Non-cash portion of stock-based compensation		33.7		25.9
Gain on disposition of Saudi Cinema Company		(15.5)		—
Equity in loss from non-consolidated entities, net of distributions		0.1		6.7
Landlord contributions		8.3		5.2
Other non-cash rent benefit		(18.6)		(14.0)
Deferred rent		(70.4)		(90.7)
Net periodic benefit cost (income)		0.8		(0.2)
Non-cash shareholder litigation expense		115.4		—
Change in assets and liabilities:
Receivables		33.4		46.4
Other assets		(29.8)		(26.3)
Accounts payable		(25.5)		(58.4)
Accrued expenses and other liabilities		(76.5)		(82.7)
Other, net		(21.5)		24.0
Net cash used in operating activities		(203.3)		(371.6)
Cash flows from investing activities:
Capital expenditures		(96.0)		(75.2)
Acquisition of theatre assets		—		(17.8)
Proceeds from disposition of Saudi Cinema Company		30.0		—
Proceeds from disposition of long-term assets		6.0		7.2
Proceeds from sale of securities		—		11.4
Investments in non-consolidated entities, net		—		(27.9)
Other, net		2.6		(0.6)
Net cash used in investing activities		(57.4)		(102.9)
Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2026		(1.7)		—
Proceeds from issuance of First Lien Notes due 2029		—		950.0
Principal payments under First Lien Notes due 2025		—		(500.0)
Principal payments under First Lien Notes due 2026		—		(300.0)
Principal payments under First Lien Toggle Notes due 2026		—		(73.5)
Premium paid to extinguish First Lien Notes due 2025		—		(34.5)
Premium paid to extinguish First Lien Notes due 2026		—		(25.6)
Premium paid to extinguish First Lien Toggle Notes due 2026		—		(14.6)
Repurchase of Second Lien Notes due 2026		(82.4)		(50.0)
Scheduled principal payments under Term Loan due 2026		(10.0)		(10.0)
Net proceeds from AMC Preferred Equity Units issuance		175.7		—
Principal payments under finance lease obligations		(3.1)		(5.4)
Cash used to pay for deferred financing costs		(1.9)		(19.5)
Cash used to pay dividends		—		(0.7)
Taxes paid for restricted unit withholdings		(14.2)		(52.2)
Net cash provided by (used in) financing activities		62.4		(136.0)
Effect of exchange rate changes on cash and cash equivalents and		2.1		(21.9)

Table of Contents

restricted cash
Net decrease in cash and cash equivalents and restricted cash		(196.2)		(632.4)
Cash and cash equivalents and restricted cash at beginning of period		654.4		1,620.3
Cash and cash equivalents and restricted cash at end of period	$	458.2	$	987.9
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	212.0	$	178.7
Income taxes paid, net	$	1.8	$	1.4
Schedule of non-cash activities:
Investment in NCM	$	—	$	15.1
Construction payables at period end	$	29.0	$	30.9
Other third-party AMC Preferred Equity Units issuance costs payable	$	0.2	$	—
Extinguishment of Second Lien Notes due 2026 in exchange for share issuance	$	118.6	$	—

~~(in millions)~~

Nine Months Ended

September 30, 2017

September 30, 2016

(unaudited)
Cash flows from operating activities:

Net earnings (loss)

$
(210.8)

$
82.7
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization

393.9

185.8
Loss on NCM charged to merger, acquisition and transaction costs

22.6

—
Loss on extinguishment of debt

0.5

—
Deferred income taxes

(137.9)

45.6
Amortization of net premium on corporate borrowings

(1.9)

0.2
Amortization of deferred charges to interest expense

9.2

3.8
Theatre and other closure expense

1.1

3.6
Non-cash portion of stock-based compensation

3.9

4.5
Gain on dispositions

(4.5)

(2.7)
Loss on disposition of NCM

22.2

—
Gain on sale of Open Road

(17.2)

—
Repayment of Nordic interest rate swaps

(2.7)

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

(0.1)

(13.7)
NCM other-than-temporary impairment loss

204.5

—
Landlord contributions

76.4

77.3
Deferred rent

(35.2)

(23.4)
Net periodic benefit cost (credit)

0.6

0.6
Change in assets and liabilities, excluding acquisitions:

Receivables

104.5

51.7
Other assets

(3.6)

0.3
Accounts payable

(116.3)

(116.9)
Accrued expenses and other liabilities

(71.9)

(87.2)
Other, net

(8.2)

(0.9)
Net cash provided by operating activities

229.1

211.3
Cash flows from investing activities:

Capital expenditures

(467.7)

(256.6)
Acquisition of Nordic Cinemas Group, net of cash acquired

(583.5)

—
Acquisition of Starplex Cinemas

—

0.7
Proceeds from sale leaseback transaction

128.4

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

89.4

—
Proceeds from disposition of Open Road

9.2

—
Proceeds from disposition of long-term assets

22.5

19.4
Investments in non-consolidated entities, net

(10.0)

(10.5)
Other, net

(3.6)

(1.3)
Net cash used in investing activities

(815.3)

(248.3)
Cash flows from financing activities:

Proceeds from issuance of Senior Subordinated Sterling Notes due 2024

327.8

—
Proceeds from issuance of Senior Subordinated Notes due 2027

475.0

—
Payment of Nordic SEK Term Loan

(144.4)

—
Payment of Nordic EUR Term Loan

(169.5)

—
Net proceeds from equity offering

616.8

—
Borrowings (repayments) under Revolving Credit Facility

60.0

(55.0)
Principal payment of Bridge Loan due 2017

(350.0)

—
Principal payments under Term Loan

(9.1)

(6.6)
Principal payments under capital and financing lease obligations

(54.1)

(6.3)
Cash used to pay for deferred financing costs

(29.8)

(0.8)
Cash used to pay dividends

(78.7)

(59.1)
Taxes paid for restricted unit withholdings

(6.5)

—
Purchase of treasury stock

(16.5)

—
Net cash provided by (used in) financing activities

621.0

(127.8)
Effect of exchange rate changes on cash and equivalents

18.1

(0.1)
Net increase (decrease) in cash and equivalents

52.9

(164.9)
Cash and equivalents at beginning of period

207.1

211.2
Cash and equivalents at end of period

$
260.0

$
46.3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest (including amounts capitalized of $0.2 million and $0.1 million)

$
161.5

$
67.9
Income taxes paid, net

$
9.6

$
4.6
Schedule of non-cash operating and investing activities:

Investment in NCM (See Note 4-Investments)

$
235.2

$
—
See Note 2-Acquisitions for non-cash activities related to acquisitions

See Notes to Condensed Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~June 30, ~~2017~~2023

(Unaudited)

~~(Unaudited)~~

NOTE 1—BASIS OF PRESENTATION

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. ~~Holdings~~

Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company also believes it will comply with the minimum liquidity covenant requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period. Pursuant to the Twelfth Amendment to Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024. The current maturity date of the Senior Secured Revolving Credit Facility is ~~an indirect subsidiary~~April 22, 2024. Since the financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of ~~Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate.~~

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 ~~September~~June 30, ~~2017, Wanda owned approximately 58.42%~~2023, the Company was subject to a minimum liquidity requirement of Holdings’ outstanding common stock and 80.82% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect$100 million as a condition to the ~~election~~financial covenant suspension period under the Credit Agreement.

The Company’s current cash burn rates are not sustainable long-term. In order to achieve net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID operating revenues. North American box office grosses were down approximately 21% for the six months ended June 30, 2023 compared to the six months ended June 30, 2019. Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of ~~directors (and,~~operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Additionally, the duration of labor stoppages, including but not limited to the Writers Guild of America strike that began on May 2, 2023, and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023 cannot be reasonably estimated and may have a negative impact on the Company’s future liquidity and cash burn rates. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity (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 ~~election~~extent equity is used, dilutive.

On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital LP (“Antara”) pursuant to which the Company agreed to (i) sell to Antara 106,595,106 AMC Preferred Equity Units for an aggregate purchase price of ~~directors, the appointment of management), entering into mergers, sales of substantially all~~$75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of the Company’s ~~assets~~10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 91,026,191 AMC Preferred Equity Units. 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

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amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders’ deficit as a result of the transaction. The Company paid $1.4 million of accrued interest in cash upon exchange of the notes. See Note 7—Stockholders’ Equity for more information.

During the six months ended June 30, 2023 the Company raised gross proceeds of approximately $114.5 million and paid fees to a sales agent and incurred other ~~extraordinary transactions.~~third-party issuance costs of approximately $2.9 million and $8.3 million, respectively, through its at-the-market offering of approximately 70.5 million shares of its AMC Preferred Equity Units. The Company paid $11.0 million of other third-party issuance costs during the six months ended June 30, 2023. See Note 7—Stockholders’ Equity for further information regarding at-the-market offerings.

The below table summarizes the cash debt repurchase transactions during the six months ended June 30, 2023, including related party transactions with Antara, which became a related party on February 7, 2023. See Note 6—Corporate Borrowings and Finance Lease Liabilities for more information.


	Aggregate Principal		Reacquisition		Gain on		Accrued Interest
(In millions)	Repurchased		Cost		Extinguishment		Paid
Related party transactions:
Second Lien Notes due 2026	$	58.9	$	36.2	$	33.4	$	1.0
5.875% Senior Subordinated Notes due 2026		4.1		1.7		2.3		0.1
Total related party transactions		63.0		37.9		35.7		1.1
Non-related party transactions:
Second Lien Notes due 2026		82.5		46.2		51.0		2.1
Total non-related party transactions		82.5		46.2		51.0		2.1
Total debt repurchases	$	145.5	$	84.1	$	86.7	$	3.2

Use of ~~Estimates:~~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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) Fair value of acquired assets and liabilities, and (5) Gift card and exchange ticket income.period. Actual results could differ from those estimates.

Principles of ~~Consolidation:~~Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of ~~Holdings and all subsidiaries,~~AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, ~~2016.~~2022. The accompanying condensed consolidated balance sheet as of December 31, ~~2016,~~2022, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair ~~statement~~presentation of the Company’s financial position and results of operations. 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, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to controlling interests. Due to the seasonal nature of the Company’s business, results for the ~~year-to-date period~~six months ended ~~September~~June 30, ~~2017~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2017.~~2023. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

Cash and Cash Equivalents. At June 30, 2023, cash and cash equivalents for the U.S. markets and International markets were $346.3 million and $89.0 million respectively, and at December 31, 2022, cash and cash equivalents were $508.0 million and $123.5 million, respectively.

~~Presentation:~~ ~~In the Consolidated Balance Sheets, assets~~

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Restricted Cash. Restricted cash is cash held ~~for sale within current assets have been presented separately from other current assets~~ in the ~~current year presentation with conforming reclassifications made~~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 ~~prior period presentation.~~condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.


	Period Ended
(In millions)	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	435.3	$	631.5
Restricted cash		22.9		22.9
Total cash and cash equivalents and restricted cash in the statement of cash flows	$	458.2	$	654.4

Accumulated ~~depreciation~~Other Comprehensive Loss. The following table presents the change in accumulated other comprehensive loss by component:


	Foreign
(In millions)	Currency		Pension Benefits		Total
Balance December 31, 2022	$	(78.8)	$	1.5	$	(77.3)
Other comprehensive loss		(47.2)		(0.1)		(47.3)
Balance June 30, 2023	$	(126.0)	$	1.4	$	(124.6)

Accumulated Depreciation and ~~amortization:~~Amortization. Accumulated depreciation was ~~$1,106.8~~$2,958.0 million and ~~$792.3~~$2,853.8 million at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively, related to property. Accumulated

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amortization of intangible assets was ~~$147.1~~$17.3 million and ~~$35.4~~$22.2 million at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively.

Other Expense (Income). The following table sets forth the components of other expense (income):

~~Sale~~


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Decreases related to contingent lease guarantees	$	—	$	—	$	—	$	(0.1)
Governmental assistance due to COVID-19 - International markets		—		(8.5)		—		(10.8)
Governmental assistance due to COVID-19 - U.S. markets		—		—		—		(1.1)
Foreign currency transaction (gains) losses		(7.5)		3.6		(16.2)		8.4
Non-operating components of net periodic benefit income		0.5		(0.2)		0.9		(0.2)
Gain on extinguishment - Senior Subordinated Notes due 2026		—		—		(2.3)		—
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
Gain on extinguishment - Second Lien Notes due 2026		(21.6)		(38.6)		(84.4)		(38.6)
Derivative stockholder settlement		—		—		(14.0)		—
Shareholder litigation contingency		(1.2)		—		125.4		—
Business interruption insurance recoveries		(1.3)		—		(1.3)		—
Total other expense (income)	$	(31.1)	$	(43.7)	$	8.1	$	92.6

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Accounting Pronouncements Recently Adopted

Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients and ~~Leaseback Transaction:~~ ~~On September 14, 2017,~~exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate. The Company ~~completed~~elected to apply the ~~sale~~optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR. The optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations. See Note 6—Corporate Borrowings and ~~leaseback~~Finance Lease Liabilities for further discussion on the election of the ~~real estate assets associated with seven~~optional expedients allowed under ASC 848.

NOTE 2—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 ~~proceeds net~~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 ~~closing costs of $128.4 million.~~revenues. The ~~gain on sale of approximately $78.2 million has been deferred~~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 ~~will be amortized~~amortizes the balance as a reduction to rent expense over the ~~remaining~~base term of the lease ~~term.~~agreement. Equipment leases primarily consist of sight and sound and food and beverage equipment.

~~Early Adoption of New Accounting Pronouncements:~~The Company ~~early adopted~~received rent concessions from lessors that aided in mitigating the ~~provisions~~economic effects 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 adoption of ASU 2017-04 was preferable because it simplifies how the Company is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The Company performed an interim goodwill impairment testCOVID-19 during the ~~third quarter~~pandemic. These concessions primarily consisted of ~~2017 due to~~rent abatements and the ~~recent declines in equity values~~deferral of ~~the Company’s publicly traded stock.~~rent payments. As a result, deferred lease amounts were approximately $96.5 million as of ~~this test,~~June 30, 2023. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not ~~record~~reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in accounts payable on the condensed consolidated balance sheets and in the condensed 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 ~~goodwill impairment loss during~~result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods is provided below:


	As of				As of
	December 31,		Decrease		June 30,
(In millions)	2022		in deferred amounts		2023
Fixed operating lease deferred amounts (1)	$	150.3	$	(58.6)	$	91.7
Finance lease deferred amounts		0.9		(0.4)		0.5
Variable lease deferred amounts		6.0		(1.7)		4.3
Total deferred lease amounts	$	157.2	$	(60.7)	$	96.5

(1)

During the six months ended June 30, 2023, the decrease in fixed operating lease deferred amounts includes $8.6 million of rent payments that are included in change in accounts payable and $50.0 million included in deferred rent and other non-cash rent in the condensed consolidated statement of cash flows.

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The following table reflects the ~~nine~~lease costs for the periods presented:


		Three Months Ended				Six Months Ended
		June 30,		June 30,		June 30,		June 30,
(In millions)	Consolidated Statements of Operations	2023		2022		2023		2022
Operating lease cost
Theatre properties	Rent	$	202.0	$	204.4	$	386.2	$	406.9
Theatre properties	Operating expense		0.3		1.4		0.6		2.6
Equipment	Operating expense		3.9		1.9		7.0		4.7
Office and other	General and administrative: other		1.4		1.3		2.7		2.7
Finance lease cost
Amortization of finance lease assets	Depreciation and amortization		0.5		0.7		1.0		1.4
Interest expense on lease liabilities	Finance lease obligations		1.0		1.0		1.9		2.2
Variable lease cost
Theatre properties	Rent		18.8		18.0		40.3		38.7
Equipment	Operating expense		20.4		18.8		33.7		31.4
Total lease cost		$	248.3	$	247.5	$	473.4	$	490.6

Cash flow and supplemental information is presented below:


	Six Months Ended
	June 30,		June 30,
(In millions)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	$	(1.6)	$	(2.0)
Operating cash flows used in operating leases		(494.1)		(532.7)
Financing cash flows used in finance leases		(3.1)		(5.4)

Landlord contributions:
Operating cashflows provided by operating leases		8.3		5.2
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)		82.6		193.2

(1)

Includes lease extensions and option exercises.

The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2023:


	As of June 30, 2023
	Weighted Average		Weighted Average
	Remaining		Discount
Lease Term and Discount Rate	Lease Term (years)		Rate
Operating leases		9.1		10.3%
Finance leases		13.5		6.4%

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Minimum annual payments, including deferred lease payments less contractual rent amounts due and not paid that were recorded in accounts payable, that are recorded as operating and finance lease liabilities and the net present value thereof as of June 30, 2023 are as follows:


	Operating Lease		Finance Lease
(In millions)	Payments (2)		Payments (2)
Six months ending December 31, 2023 (1)	$	484.9		4.5
2024		888.3		8.3
2025		841.3		7.6
2026		776.9		7.5
2027		712.6		7.5
2028		630.8		7.1
Thereafter		2,751.3		45.8
Total lease payments		7,086.1		88.3
Less imputed interest		(2,453.3)		(30.9)
Total operating and finance lease liabilities, respectively	$	4,632.8	$	57.4

(1)

The minimum annual payments table above does not include contractual cash rent amounts that were due and not paid, which are recorded in accounts payable as shown below, including estimated repayment dates:


	Accounts Payable
(In millions)	Lease Payments
Six months ended December 31, 2023	$	11.2
2024		1.0
2025		0.8
2026		0.7
2027		0.3
2028		0.1
Thereafter		0.1
Total deferred lease amounts recorded in accounts payable	$	14.2

(2)

The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating and finance leases, as shown below:


	Operating Lease		Finance Lease
(In millions)	Payments		Payments
Six months ended December 31, 2023	$	32.2	$	0.2
2024		15.7		—
2025		5.7		—
2026		4.2		—
2027		3.4		—
2028		3.2		—
Thereafter		17.7		—
Total deferred lease amounts	$	82.1	$	0.2

As of June 30, 2023, the Company had signed additional operating lease agreements for four theatres that have not yet commenced with total minimum payments of approximately $89.1 million, which are expected to commence between years 2023 and 2024 and carry lease terms ranging from 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.

During the six months ended ~~September~~June 30, ~~2017. See Note 3—Goodwill for further information regarding~~2023, the ~~interim goodwill impairment test and Management’s Discussion and Analysis —New Accounting Pronouncements for further information on ASU 2017-04.~~

~~In January 2017,~~Company received a $13.0 million buyout incentive from a landlord which provided the ~~Financial Accounting Standards Board issued ASU 2017-01, Business Combinations (Topic 805): Clarifying~~landlord the ~~Definition~~right to terminate the lease of one theatre. The incentive was treated as a ~~Business. The standard provides guidance~~reduction 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 standardrent expense in the ~~third quarter~~Company’s condensed consolidated statement of ~~2017~~operations.

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NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Major revenue types
Admissions	$	744.1	$	651.0	$	1,278.2	$	1,094.8
Food and beverage		488.2		396.7		816.9		649.2
Other theatre:
Screen advertising		32.3		32.3		63.2		61.2
Other		83.3		86.4		144.0		146.9
Other theatre		115.6		118.7		207.2		208.1
Total revenues	$	1,347.9	$	1,166.4	$	2,302.3	$	1,952.1


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Timing of revenue recognition
Products and services transferred at a point in time	$	1,260.4	$	1,082.7	$	2,132.2	$	1,790.8
Products and services transferred over time (1)		87.5		83.7		170.1		161.3
Total revenues	$	1,347.9	$	1,166.4	$	2,302.3	$	1,952.1

(1)

Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables, net and deferred revenues and income:


(In millions)	June 30, 2023		December 31, 2022
Current assets
Receivables related to contracts with customers	$	44.7	$	92.3
Miscellaneous receivables		93.1		74.3
Receivables, net	$	137.8	$	166.6


(In millions)	June 30, 2023		December 31, 2022
Current liabilities
Deferred revenues related to contracts with customers	$	381.0	$	398.8
Miscellaneous deferred income		4.3		3.9
Deferred revenues and income	$	385.3	$	402.7

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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, 2022	$	398.8
Cash received in advance (1)		150.7
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)		10.5
Food and beverage (2)		20.2
Other theatre (2)		(0.3)
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)		(137.9)
Food and beverage (3)		(39.1)
Other theatre (4)		(21.4)
Foreign currency translation adjustment		(0.5)
Balance June 30, 2023	$	381.0

(1)

Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs® loyalty membership fees.

(2)

Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs® and other loyalty programs.

(3)

Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs® loyalty programs and other loyalty programs.

(4)

Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs® loyalty membership fees and other loyalty programs.

The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:


	Exhibitor Services
(In millions)	Agreement (1)
Balance December 31, 2022	$	505.8
Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied		(8.5)
Balance June 30, 2023	$	497.3

(1)

Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“CUA”). The deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037.

NCM Bankruptcy. On April 11, 2023, National CineMedia, LLC filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas. NCM is the in-theatre advertising provider for the majority of our theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on ~~a prospective basis and it did~~August 7, 2023 (the “Plan”), NCM has assumed its agreements with us. We do not expect its bankruptcy to have a material impact on the ~~Company’s consolidated financial position, cash flows, or results~~Company. However, certain payments due to AMC from NCM for periods prior to the bankruptcy filing have been delayed during the pendency of ~~operations.~~

~~NOTE 2—ACQUISITIONS~~

~~Nordic Cinema Group Holding AB~~

~~On March 28, 2017,~~ the ~~Company completed~~Chapter 11 proceedings. Additionally, as part of the ~~acquisition~~Plan, on August 7, 2023, NCM issued, 16,581,829 common units (“NCM Common Units”) that were owed to AMC as part of ~~Nordic Cinema Group Holding AB (“Nordic”) for cash. The purchase price for Nordic was approximately SEK 5,756 million ($654.9 million), which includes payment~~the annual common unit adjustment. But under the terms of ~~interest on~~the Plan and the restructuring of the equity ~~value and repayment~~ of ~~shareholder loans. As a result~~NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy 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. 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. Nordic operates or holds partial interests in theatres in seven countries in the northern region of Europe: Sweden, Finland, Estonia, Latvia, Lithuania, Norway and Denmark.

~~Table of Contents~~

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 Quarterly Report on Form 10–Q, amounts may be adjusted during the measurement period of up to twelve months from the date of acquisition 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 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

September 30, 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

8.9

22.9
Property (1)

89.8

54.8

144.6
Intangible assets (1) (4)

—

23.8

23.8
Goodwill (2)

872.1

(78.5)

793.6
Deferred tax asset

5.5

(5.1)

0.4
Other long-term assets

41.0

27.5

68.5
Accounts payable

(30.3)

0.1

(30.2)
Accrued expenses and other liabilities

(26.5)

(6.0)

(32.5)
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)(3)

(29.2)

14.1

(15.1)
Deferred tax liability

(5.2)

(16.9)

(22.1)
Other long-term liabilities (5)

(14.4)

(17.9)

(32.3)
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 nine months ended September 30, 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)~~

~~Amounts recorded for goodwill are not expected to be deductible for tax purposes.~~

~~(3)~~

~~Including current portion of approximately $3.5 million.~~

~~(4)~~

~~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

~~Table of Contents~~

~~(5)~~

~~Amounts recorded for other long-term liabilities include unfavorable leases of approximately $18.5 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 three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Nordic of approximately $0.6 million and $8.9 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The revenues for Nordic during the three and nine months ended September 30, 2017 were $80.2 million and $152.6 million, respectively, and net earnings (loss) was an immaterial amount for the three and nine months ended September 30, 2017.

~~Odeon and UCI Cinemas Holdings Limited.~~

On November 30, 2016, the Company completed the acquisition of Odeon and UCI Cinemas Holdings Limited. (“Odeon”) for approximately £510.4 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 of approximately £125.6 million ($156.7 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. As of November 30, 2016, Odeon operated 244 theatres and 2,243 screens in four major European markets: United Kingdom, Spain, Italy, and Germany; and three smaller markets: Austria, Portugal and Ireland.

~~Table of Contents~~

The acquisition is being treated as a purchase in accordance with 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 Quarterly Report on Form 10–Q, amounts may be adjusted during the measurement period of up to twelve months from the date of acquisition 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 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)

November 30, 2016

Changes

September 30, 2017
Cash

$
41.6

$
—

$
41.6
Receivables

26.2

—

26.2
Other current assets

58.1

—

58.1
Property (1)

755.9

(20.1)

735.8
Intangible assets (2)

112.1

—

112.1
Goodwill (3)

898.6

21.3

919.9
Deferred tax asset

18.7

—

18.7
Other long-term assets

29.6

—

29.6
Accounts payable

(78.9)

—

(78.9)
Accrued expenses and other liabilities

(118.2)

—

(118.2)
Deferred revenues and income

(20.4)

0.8

(19.6)
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)

(2.0)

(367.3)
Deferred tax liability

(21.3)

—

(21.3)
Other long-term liabilities (5)

(103.0)

—

(103.0)
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 nine months ended September 30, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property and financing lease obligations.~~ ~~During the nine months ended September 30, 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 expected to be deductible for tax purposes.~~

~~(4)~~

~~Including current portion of approximately $26.4 million.~~

~~(5)~~

A~~mounts recorded for other long-term liabilities include unfavorable leases of approximately $48.3 million.~~

The preliminary 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.

The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Odeon allows considerable opportunity in the European markets where it operates to leverage theatre renovations, including power recliners, enhanced food and beverage offerings and premium large format experiences, among others, to drive future growth and value. Odeon also provides the Company with a strong and scalable platform to pursue future international growth opportunities. The Company also expects to realize synergy and cost savings related to the acquisition because of

~~Table of Contents~~

~~purchasing and procurement economies of scale.~~

During the three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Odeon of approximately $1.5 million and $6.4 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The revenues for Odeon during the three and nine months ended September 30, 2017 were $251.4 million and $760.2 million, respectively, and the net loss was $9.4 million and $14.9 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 approximately $584.3 million and 8,189,808 shares of the Company’s Class A common stock with a fair value of approximately $273.9 million (based on a closing share price of $33.45 per share on December 20, 2016). The Company 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”). As of December 21, 2016,~~ ~~Carmike operated 271 theatres and 2,923 screens located in 41 states.~~

(In millions)

December 21, 2016

Changes

September 30, 2017
Cash

$
86.5

$

$
86.5
Receivables

12.3

—

12.3
Other current assets

14.2

—

14.2
Property (1)

719.6

(2.8)

716.8
Intangible assets (2)

25.9

—

25.9
Goodwill (3)

624.8

2.5

627.3
Other long-term assets

19.4

—

19.4
Accounts payable

(37.0)

—

(37.0)
Accrued expenses and other liabilities

(53.0)

0.2

(52.8)
Deferred revenues and income

(19.9)

—

(19.9)
Deferred tax liability

(19.5)

1.5

(18.0)
6% Senior Secured Notes due 2023

(242.1)

—

(242.1)
Capital and financing lease obligations (4)

(222.0)

(2.0)

(224.0)
Other long-term liabilities (5)

(51.0)

0.6

(50.4)
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 nine months ended September 30, 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 expected to be deductible for tax purposes.~~

~~(4)~~

~~Including current portion of approximately $30.4 million.~~

~~Table of Contents~~

~~(5)~~

~~Amounts recorded for other long-term liabilities include unfavorable leases of approximately $50.4 million.~~

The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Carmike increased and diversified its domestic footprint and made the Company the largest theatre operator in the United States in terms of revenues and offers a unique opportunity to introduce guest-focused strategic initiatives to millions of Carmike’s movie-goers. The Company also expects to realize significant synergy and cost savings related to the acquisition because 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.

During the three and nine months ended September 30, 2017, the Company incurred acquisition-related and transition costs for Carmike of approximately $1.5 million and $14.7 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 three and nine months ended September 30, 2017 were $148.8 million and $516.8 million, respectively, and the net loss was $(16.1) million and $(7.9) million, respectively.

~~Department of Justice Final Judgment~~ ~~- In connection with the acquisition of Carmike the Company entered into a Final Judgment~~Plan. AMC has filed appeals with the United States ~~Department~~District Court for the Southern District of ~~Justice (“DOJ”) on March 7, 2017, pursuant~~Texas, objecting to, ~~which the Company agreed to take~~among other things, 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 sold during the nine months ended September 30, 2017); establish firewalls to ensure the Company does not obtain National CineMedia, LLC’s (“NCM LLC”), National CineMedia, Inc. (“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 the Company to divest the majority of its equity interests in NCM LLC, 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 shares during the three months ended September 30, 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~~Plan, including appeal of the ~~Company, resigned his position as a member~~court’s order to approve cancellation of the ~~Board of Directors of~~ NCM ~~Inc.~~

~~Pro Forma Results of Operations (Unaudited)~~

The following selected comparative unaudited pro forma results of operation information for the three months and nine months ended September 30, 2017 and September 30, 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 preliminary fair value adjustments to property

Common Unit Issuance.

Gift Cards and ~~equipment~~Exchange Tickets. The total amount of non-redeemed gift cards 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 historicalexchange tickets included in deferred revenues and ~~expenses for theatres~~income in ~~markets that were divested~~the condensed consolidated balance sheet as ~~required by~~of June 30, 2023 was $285.3 million. This will be recognized as revenues as the ~~Department of Justice. Merger, acquisition~~gift cards and ~~transaction costs directly related~~exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the ~~acquisitions~~pattern of actual redemptions, which is estimated to occur over the next 24 months.

Loyalty Programs. As of June 30, 2023, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $72.7 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®annual membership fee is recognized ratably over the one-year membership period.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have ~~not been removed.~~ original expected durations of one year or less.

Pro Forma Three Months Ended

Pro Forma Nine Months Ended

September 30,

September 30,
(In millions)

2017

2016

2017

2016
Revenues

$
1,178.7

$
1,307.3

$
3,739.2

$
3,908.7
Operating income (loss)

$
(4.3)

$
61.2

$
38.4

$
185.7
Net earnings (loss)

$
(42.7)

$
(25.1)

$
(209.0)

$
(91.0)
Income (loss) per share:

Basic

$
(0.33)

$
(0.19)

$
(1.63)

$
(0.69)
Diluted

$
(0.33)

$
(0.19)

$
(1.63)

$
(0.69)

NOTE 4—GOODWILL

~~NOTE 3—GOODWILL~~

The following table summarizes the changes in goodwill by ~~reportable operating segment~~reporting unit for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2023:

(In millions)

U.S. Markets

International Markets (2)

Total
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 Cinemas (1)

—

(78.5)

(78.5)
Adjustments to acquisition of Odeon Cinemas (1)

—

21.3

21.3
Adjustments to acquisition of Carmike Cinemas (1)

2.5

—

2.5
Effect of foreign currency exchange

—

139.1

139.1
Balance as of September 30, 2017

$
3,047.3

$
1,842.2

$
4,889.5

~~(1)~~

~~Change in goodwill from purchase price allocations adjustments. See Note 2—Acquisitions for further information.~~

~~(2)~~

~~As of September 30, 2017, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $987.2 and $855.0, respectively.~~


	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, 2022	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,521.8	$	(976.3)	$	545.5	$	4,594.4	$	(2,252.4)	$	2,342.0
Currency translation adjustment		—		—		—		10.5		(42.3)		(31.8)		10.5		(42.3)		(31.8)
Balance June 30, 2023	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,532.3	$	(1,018.6)	$	513.7	$	4,604.9	$	(2,294.7)	$	2,310.2

The Company evaluates goodwill for impairment annually as of the beginning of the fourth fiscal 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. 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 the Company’s Class A common stock, the Company performed an interim goodwill impairment test during the third quarter of 2017. See Note 1—Basis of Presentation regarding the change in accounting principle.

The Company believes the decline in market capitalization was precipitated by poor box office performance during 2017 and other uncertainties affecting the outlook for performance by the Company and the industry. The Company has three reporting units that were separately evaluated for possible goodwill impairment. Those reporting units include the U.S. Markets Domestic Theatres and the International Markets Odeon Theatres and Nordic Theatres. Management estimated fair value of each reporting unit using 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.

NOTE 5—INVESTMENTS

~~NOTE 4—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~~condensed consolidated balance sheets in other long-term assets. On December 30, 2022, the Company entered into an agreement to sell its 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0) million, and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. The Company recorded a gain on the sale of $15.5 million in investment income during the six months ended June 30, 2023. Investments in non-consolidated affiliates as of ~~September~~June 30, ~~2017~~2023 include ~~a 15.2% interest in NCM LLC, a 29.0% interest in Digital Cinema Implementation Partners, LLC (“DCIP”), a 14.6% interest~~interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, ~~a 32.0% interest in~~ AC JV, LLC (“AC JV”), owner of Fathom Events, ~~a 16.8% interest in~~of 32.0%, SV Holdco LLC (“SV Holdco”), owner of Screenvision, ~~a 50.0% interest in~~of 18.4% and Digital Cinema Media Ltd. (“DCM”), of 50.0% ~~interest~~. The Company also has partnership interests in ~~five~~four U.S. motion picture theatres ~~and one IMAX~~® ~~screen~~(“Theatre Partnerships”) and approximately 50.0% ~~interest~~interests in 5160 theatres in ~~Europe acquired in the Nordic acquisition.~~Europe. Indebtedness held by equity method investees is non-recourse to the Company.

~~RealD Inc. Common Stock.~~ ~~During the nine months ended September 30, 2016, the Company sold all of its 1,222,780 shares in RealD Inc. and recognized a gain on sale of $3.0 million.~~

~~Dreamscape and Central Services Studios Preferred Stock.~~ During the three months ended ~~September~~June 30, ~~2017, the Company invested $5.0 million in the non-public preferred shares of Dreamscape Immersive, Inc. (“Dreamscape”)~~2023 and invested $5.0 million in the non-public preferred shares Central Services Studios, Inc. (“Central Services Studios”) as a part of its virtual reality technologies strategy. The Company will invest an additional $5.0 million in preferred shares in each of Dreamscape and Central Services Studios in January 2018. The Company does not have significant influence over these entities and will follow the cost method of accounting.

~~Equity in Earnings (Loss) of Non-Consolidated Entities~~

~~Aggregated condensed financial information of the Company’s significant non-consolidated equity method investments (DCIP and NCM) is shown below:~~

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Revenues

$
156.3

$
161.8

$
417.9

$
438.7
Operating costs and expenses

99.3

110.9

303.6

321.4
Net earnings

$
57.0

$
50.9

$
114.3

$
117.3

~~The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows:~~

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
National CineMedia (1)

$
(11.1)

$
3.4

$
(216.8)

$
6.2
Digital Cinema Implementation Partners, LLC

6.0

7.9

21.2

20.6
Open Road

0.9

—

(8.0)

—
Other

2.4

0.7

4.5

1.3
The Company’s recorded equity in earnings (loss) (1)

$
(1.8)

$
12.0

$
(199.1)

$
28.1

~~(1)~~

Equity in earnings (loss) of non-consolidated entities includes an other-than-temporary impairment of the Company’s investment in NCM LLC and NCM, Inc. of $204.5 million for the nine months ended September 30, 2017. ~~The~~ ~~other-than-temporary~~ ~~impairment charge under the U.S. markets segment reflects recording our units and shares at the publicly quoted per share price on~~ June ~~30, 2017 of $7.42 based on the Company’s determination that the decline in the price per share during the respective quarter was other than temporary.~~

~~NCM Transactions.~~ On September 7, 2017, the Company converted 14,600,000 common membership units in NCM LLC to common shares of NCM, Inc. 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 per

share. 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 the sale of these units. On September 29, 2017, the Company sold its remaining 2,800,000 common shares of NCM, Inc. for 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 the sale of these units. As of September 30, 2017, the Company owned 23,392,630 common membership units, or a 15.2% interest, in NCM LLC and no common shares of NCM, Inc. The estimated fair market value of the common units in NCM LLC was approximately $163.3 million based on the publicly quoted price per share of NCM, Inc. on September 29, 2017 of $6.98 per share.

~~The Company recorded the following related party transactions with NCM:~~

As of

As of

(In millions)

September 30, 2017

December 31, 2016

Due from NCM for on-screen advertising revenue

$
1.7

$
2.6

Due to NCM for Exhibitor Services Agreement

6.7

1.4

Promissory note payable to NCM

4.2

4.2

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Net NCM screen advertising revenues

$
6.7

$
10.4

$
28.0

$
31.1
NCM beverage advertising expense

1.7

1.5

5.3

4.5

~~The Company recorded the following changes in the carrying amount of its investment in NCM, LLC and equity in loss of NCM, LLC during the nine months ended September 30, 2017:~~

Accumulated





G&A: Mergers


Exhibitor

Other



and

Investment

Services

Comprehensive

Cash

Equity in

Acquisitions

Advertising

(In millions)

in NCM (1)

Agreement (2)

(Income)/Loss

Received

Loss (3)

Expense

(Revenue)

Ending balance at December 31, 2016

$
323.9

$
(359.2)

$
(4.0)



Receipt of common units

235.2

(235.2)

—



Receipt of excess cash distributions

(20.5)

—

—

$
20.5

$
—

$
—

$
—

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)

(203.3)

—

—

—


203.3

—

—

Units exchanged for NCM, Inc. common shares

(109.1)

—

—

—


—

Equity in earnings

8.4

—

1.5

—


(9.9)

—

—

Amortization of ESA

—

20.4

—

—


—

—

(20.4)

For the period ended or balance as of September 30, 2017

$
175.1

$
(538.3)

$
(2.5)

$
20.5

$
194.6

$
22.6

$
(20.4)

~~(1)~~

~~The following table represents AMC’s investment in common membership units including units received under the Common Unit Adjustment Agreement dated as of February 13, 2007:~~

Common

Membership Units

Common Shares


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)
Ending balance at September 30, 2017

17,323,782

6,068,848

—

~~(a)~~

The additional units received in June 2013, June 2014, June 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 Exhibitor Services Agreement (“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 2037, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, ~~Sales of Future Revenues~~).

~~(3)~~

Excludes an other-than-temporary impairment loss of $1.2 million related to the Company’s common stock investment in NCM, Inc. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment losses.

~~(4)~~

~~The Company recorded an~~ ~~other-than-temporary~~ ~~impairment loss for NCM, Inc. of $1.2 million and NCM LLC of $203.3 million for a total~~ ~~other-than-temporary~~ ~~impairment of $204.5 million during the nine months ended September 30, 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 based on the Company’s determination that the decline in the price per share during the second quarter was other than temporary. See Note 8–Fair Value Measurements for further information regarding an other-than-temporary impairment loss.

Cash

NCM Inc.

Investment in

Received

Equity in
(In millions)

NCM Inc.

(Paid)

Loss
Ending balance at December 31, 2016

$
2.7

$
—

$
—
Receipt of cash dividends

(0.1)

0.1

—
Other-than-temporary impairment loss

(1.2)

—

1.2
NCM, LLC Units exchanged for NCM Inc. Common Shares

109.1

—

—
Net proceeds from sale of NCM Inc. Common Shares

—

89.4

(89.4)
Carrying value of NCM Inc. shares sold

(110.5)

—

110.5
Ending balance September 30, 2017

$
—

$
89.5

$
22.3

~~During the nine months ended September 30, 2017 and September 30, 2016,~~2022, the Company recorded ~~investment income, net of related amortization of $5.5 million and $7.2 million, respectively, related to the NCM tax receivable agreement.~~

~~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 three months ended September 30, 2017 and has satisfied the DOJ divestiture requirements related to NCM dispositions for calendar 2017. The Company recorded in: Equityequity in (earnings) loss of non-consolidated entities ~~an other-than-temporary impairment charge~~ of ~~$204.5~~$(0.8) million ~~to reduce~~and $1.0 million, respectively. During the ~~carrying value of its investment in NCM to Level 1 fair value during the nine~~six months ended ~~September 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 the Company’s determination that the decline in the price per share during the respective quarter was other than temporary.~~

~~Digital Cinema Media.~~ ~~The Company acquired its equity investment in DCM on November~~2023 and June 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 three and nine months ended September 30, 2017,2022, the Company recorded ~~revenue~~equity in (earnings) loss of ~~$5.7~~$(2.2) million and ~~$17.8~~$6.1 million, respectively.

Related Party Transactions with Equity Method Investees. At June 30, 2023 and December 31, 2022, the Company recorded net receivable amounts due from equity method investees of $0.3 million and $1.7 million, respectively, primarily related to on-screen advertising revenue and ~~a recorded receivable as of September 30, 2017 of $0.8 million for cinema advertising.~~

~~DCIP Transactions.~~other transactions. 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)

September 30, 2017

December 31, 2016

Due from DCIP for equipment and warranty purchases

$
2.6

$
2.1

Deferred rent liability for digital projectors

8.2

8.4

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Digital equipment rental expense

$
1.4

$
1.4

$
4.3

$
3.8

~~Open Road Transactions.~~ ~~During~~equity method investees in other revenues and film exhibition costs of $6.5 million and $4.0 million, respectively, during the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, the Company recorded additional equity earnings (loss) in Open Road Releasing, LLC (“Open Road”) of $0.9~~2023, and $6.5 million and ~~$(8.0)~~$2.3 million, respectively, ~~related to certain advances to and on behalf of Open Road.~~

~~On August 4, 2017,~~during 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.~~three months ended June 30, 2022. The Company recorded ~~the following~~ related party transactions with ~~AC JV:~~equity method investees in other revenues and film exhibition costs of $11.5 million and $7.0 million, respectively, during the six months ended June 30, 2023, and $12.0 million and $3.4 million, respectively, during the six months ended June 30, 2022.

Table of Contents

Investment in Hycroft

As of

As of

(In millions)

September 30, 2017

December 31, 2016

Due to AC JV for Fathom Events programming

$
1.5

$
0.6

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Film exhibition costs:

Gross exhibition cost on Fathom Events programming

$
2.2

$
2.1

$
9.0

$
5.8

~~Screenvision Transactions.~~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 sale under the Securities Act of 1933, as amended (the “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 has elected the fair value option in accordance with ASC 825-10. The Company accounts for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business. During the three months ended June 30, 2023 and June 30, 2022, the Company recorded unrealized loss (gain) in investment income of $5.5 million and $(47.8) million, respectively. During the ~~following related party transactions with Screenvision:~~six months ended June 30, 2023 and June 30, 2022, the Company recorded unrealized loss (gain) in investment income of $10.1 million and $(16.1) million, respectively. See Note 9—Fair Value Measurements for fair value information and the asset value for investments in Hycroft measured under the fair value option as well as the total asset value for other equity method investments.

As of

As of
(In millions)

September 30, 2017

December 31, 2016
Due from Screenvision for on-screen advertising revenue

$
1.6

$
1.7

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Screenvision screen advertising revenues

$
3.5

$
0.2

$
9.9

$
0.7

NOTE 5—6—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and ~~capital and financing~~finance lease ~~obligations~~liabilities is as follows:


(In millions)	June 30, 2023		December 31, 2022
First Lien Secured Debt:
Senior Secured Credit Facility-Term Loan due 2026 (8.218% as of June 30, 2023 and 7.274% as of December 31, 2022)	$	1,915.0	$	1,925.0
12.75% Odeon Senior Secured Notes due 2027		400.0		400.0
7.5% First Lien Notes due 2029		950.0		950.0
Second Lien Secured Debt:
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026		1,148.4		1,389.8
Subordinated Debt:
6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of June 30, 2023)		5.0		4.8
5.75% Senior Subordinated Notes due 2025		98.3		98.3
5.875% Senior Subordinated Notes due 2026		51.5		55.6
6.125% Senior Subordinated Notes due 2027		125.5		125.5
Total principal amount of corporate borrowings	$	4,693.7	$	4,949.0
Finance lease liabilities		57.4		58.8
Deferred financing costs		(34.6)		(37.9)
Net premium (1)		156.5		229.7
Total carrying value of corporate borrowings and finance lease liabilities	$	4,873.0	$	5,199.6
Less:
Current maturities of corporate borrowings		(20.0)		(20.0)
Current maturities of finance lease liabilities		(6.4)		(5.5)
Total noncurrent carrying value of corporate borrowings and finance lease liabilities	$	4,846.6	$	5,174.1

(In millions)

September 30, 2017

December 31, 2016

Revolving Credit Facility Due 2020 (5.75% as of September 30, 2017)

$
60.0

$
—

Senior Secured Credit Facility-Term Loan due 2022 (3.48% as of September 30, 2017)

865.2

871.8

Senior Secured Credit Facility-Term Loan due 2023 (3.48% as of September 30, 2017)

497.5

500.0

Bridge Loan Agreement due 2017 (7%)

—

350.0

5.0% Promissory Note payable to NCM due 2019

4.2

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)

669.7

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%

668.3

675.4

Deferred charges

(106.6)

(82.9)

Net premiums

27.6

9.4

4,960.9

4,436.3

Less: current maturities

(89.1)

(81.2)

$
4,871.8

$
4,355.1

Table of Contents

(1)

The following table provides the net premium (discount) amounts of corporate borrowings:


	June 30,		December 31,
(In millions)	2023		2022
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026	$	189.3	$	265.5
Senior Secured Credit Facility-Term Loan due 2026		(4.0)		(4.8)
12.75% Odeon Senior Secured Notes due 2027		(28.9)		(31.1)
6.375% Senior Subordinated Notes due 2024		0.1		0.1
Net premium	$	156.5	$	229.7

~~Bridge Loan Agreement~~The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2023:


	Principal
	Amount of
	Corporate
(In millions)	Borrowings
Six months ended December 31, 2023	$	10.0
2024		25.0
2025		118.3
2026		3,064.9
2027		525.5
2028		—
Thereafter		950.0
Total	$	4,693.7

~~On December 21, 2016,~~Debt Repurchases

The below table summarizes the ~~Company entered into~~cash debt repurchase transactions during the six months ended June 30, 2023, including the related party transactions with Antara, which became a ~~bridge loan agreement with Citicorp North America, Inc., as administrative agent and the other lenders~~related 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 Agreement and recorded approximately $4.4 million in deferred financing costs. The proceeds~~February 7, 2023:


	Aggregate Principal		Reacquisition		Gain on		Accrued Interest
(In millions)	Repurchased		Cost		Extinguishment		Paid
Related party transactions:
Second Lien Notes due 2026	$	58.9	$	36.2	$	33.4	$	1.0
5.875% Senior Subordinated Notes due 2026		4.1		1.7		2.3		0.1
Total related party transactions		63.0		37.9		35.7		1.1
Non-related party transactions:
Second Lien Notes due 2026		82.5		46.2		51.0		2.1
Total non-related party transactions		82.5		46.2		51.0		2.1
Total debt repurchases	$	145.5	$	84.1	$	86.7	$	3.2

See Note 7—Stockholders’ Equity for discussion of the ~~Interim Bridge~~

~~Table of Contents~~

~~Loans were used to partially finance the acquisition of Carmike.~~

~~On February 13, 2017, the Company repaid the~~$100 million aggregate principal amount of ~~Interim Bridge Loans of $350.0 million~~Second Lien Notes due 2026 repurchased from Antara in exchange for 91,026,191 AMC Preferred Equity Units not included in the table above.

Financial Covenants

The Company currently estimates that its existing cash and cash equivalents will be sufficient to comply with ~~a portion~~the minimum liquidity covenant requirement under its Senior Secured Revolving Credit Facility through the end of the ~~proceeds~~covenant suspension period. The Company entered the Ninth Amendment to Credit Agreement pursuant to which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination of the suspension period for the secured leverage ratio 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 to Credit Agreement from March 31, 2022 to March 31, 2023 and further extended by the Twelfth Amendment to Credit Agreement 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 financial covenant suspension

Table of Contents

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.

Thirteenth Amendment to Credit Agreement

On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the Thirteenth Amendment to Credit Agreement, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by CME Group Benchmark Administration Limited that is based on the secured overnight financing rate. Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-months, or six-months or longer, respectively. The Thirteenth Amendment to Credit Agreement became effective at 5:00 p.m. (New York time) on June 30, 2023.

The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform. Pursuant to ASC 848 the Thirteenth Amendment to Credit Agreement was determined to be an insubstantial modification.

NOTE 7—STOCKHOLDERS’ EQUITY

AMC Preferred Equity Units

On August 4, 2022, the Company announced that its ~~public offering~~Board of ~~shares~~Directors declared a special dividend of ~~Holdings~~one AMC Preferred Equity Unit for each share of Class A common stock outstanding at the close of business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to investors who held Class A common stock as ~~discussed~~of August 22, 2022, the ex-dividend date.

Each AMC Preferred Equity Unit is a depositary share and represents an interest in ~~Note 6–Stockholders’ Equity.~~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 ~~recorded a loss~~has 50,000,000 Preferred Stock shares authorized, 10,000,000 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.

~~Third Amendment to Credit Agreement~~

~~On May 9, 2017, the Company entered into the Third Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent~~have currently been allocated 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~~9,954,065 have been issued under the ~~Credit Agreement from 1.75%~~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 ~~1.25% with respect to base rate borrowings~~have the same economic and ~~2.75% to 2.25% with respect to LIBOR borrowings. The Company expensed $1.0 million during the nine months ended September 30, 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.,~~voting rights 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.

~~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.

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.

~~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.~~

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.

~~Table of Contents~~

~~Sterling Notes Due 2024~~

On March 17, 2017, the Company issued £250.0 million additional aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the "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.

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 Nordic acquisition on March 28, 2017, neither Nordic or any of its subsidiaries guaranteed 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 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.

~~As of September 30, 2017, the Company was in compliance with all financial debt covenants.~~

~~NOTE 6—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 the 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~~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, ~~of Class B~~per share, or 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~~amounts in ~~Holdings’ certificate of incorporation.~~

~~Table of Contents~~

~~Dividends~~

~~The following is a summary of dividends~~the accompanying consolidated financial statements and ~~dividend equivalents paid to stockholders during the nine months ended September 30, 2017:~~

During the nine months ended September 30, 2017, the Company paid dividends and dividend equivalents of $78.7 million, decreased additional paid-in capital for 191,429 shares surrendered to pay payroll and income taxes of $6.4 million and accrued $0.9 million for the remaining unpaid dividends at September 30, 2017. The aggregate dividends declared forapplicable disclosures include Class A common stock and ~~Class B common~~AMC Preferred Equity Units and have been retroactively adjusted to reflect the effects of the special dividend as a stock ~~were approximately $33.7 million and $45.7 million, respectively.~~split.

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Share Issuances

On October 27, 2017, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on December 18, 2017 to stockholders of record on December 4, 2017.

~~On February 13, 2017,~~September 26, 2022, the Company ~~completed~~entered into an ~~additional public offering of 20,330,874~~equity distribution 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 ~~Class A common stock at a~~the Company’s AMC Preferred Equity Units, from time to time, through an “at-the-market” offering program (the “Offering”). 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 the Company’s instructions for the sales, including any price, ~~of $31.50 per share ($640.4 million), resulting in net proceeds of $616.8 million after underwriters commission and other professional fees.~~time or size limits specified by the Company. The Company ~~used a portion of~~intends 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.

On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which the Company agreed to (i) sell to Antara 106,595,106 AMC Preferred Equity Units for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of the ~~Interim Bridge Loan of $350.0~~Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 91,026,191 AMC Preferred Equity Units. 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 ~~general corporate purposes.~~

~~Treasury Stock~~

~~On August 3, 2017, Holdings’ Board of Directors approved a~~ $100.0 million ~~share repurchase program to repurchase AMC 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 over the next two years 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 needsaggregate principal amount 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 might otherwise be precluded from doing so under insider trading laws.Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. 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 three months ended September 30, 2017, the Company repurchased 1,068,300 shares of AMC Class A common stock at cost of $16.5 million. As of September 30, 2017, the Company had approximately $83.5 million remaining under its repurchase authorization.

Subsequent to September 30, 2017 through October 31, 2017, the Company repurchased 826,905 shares of its common stock under the August 3, 2017 repurchase authorization. These shares were repurchased for approximately $11.9 million, at an average share price of $14.39. As of October 31, 2017, the Company had approximately $71.6 million remaining authorized for repurchase.

~~Related Party Transactions~~

~~As of September 30, 2017, and December 31, 2016, the~~ Company recorded ~~a receivable due from Wanda of $0.1~~$193.7 million and $10.6 million, respectively, for reimbursement of general administrative and other expense incurred on behalf of Wanda and a pledged capital contribution. During the nine months ended September 30, 2017, the Company recorded $0.4 million of cost reductions for general and administrative services provided on behalf of Wanda. 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.

~~Table of Contents~~

~~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 (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,deficit as a result of the ~~contingent redemption feature contained in the stockholder agreement.~~transaction. The Company ~~determined~~paid $1.4 million of accrued interest in cash upon exchange of 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.~~notes.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023 the Company raised gross proceeds of approximately $114.5 million and paid fees to the Sales Agent and incurred other third-party issuance costs of approximately $2.9 million and $8.3 million, respectively, through its at-the-market offering of approximately 70.5 million shares of its AMC Preferred Equity Units. The Company paid $11.0 million of other third-party issuance costs during the six months ended June 30, 2023. The Company no longer has any authorized AMC Preferred Equity Units available for issuance under the Equity Distribution Agreement.

Special Meeting of Stockholders

The Company’s board of directors called a ~~former employee who held 27,197 shares, relinquished his put right, therefore~~special meeting of the ~~related share amount~~Company’s stockholders on March 14, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered the following proposals:

Proposal No. 1: To approve an amendment to our Third Amended and Restated Certificate of Incorporation (“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 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 Share Increase Proposal, the “Charter Amendment Proposals”); 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 ~~$0.3 million was reclassified~~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 ~~additional paid~~take effect.

At the Special Meeting the Company’s stockholders voted in ~~capital,~~favor of all of the proposals; however, the Company is unable to effectuate the proposals due to litigation as further described below and in Note 11—Commitments and Contingencies.

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Shareholder Litigation

Two putative stockholder class actions have been filed that assert a ~~component~~breach of ~~stockholders’ equity.~~fiduciary duty against certain of the Company’s directors and a claim for breach of 8Del. C. § 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units (“AMC Preferred Equity Units” or “APEs”), the transactions between the Company and Antara Capital, LP that the Company announced on December 22, 2022 the (“Antara Transactions”), and the Charter Amendment Proposals. See Note 11—Commitments and Contingencies for further information regarding the litigation.

Stock-Based Compensation

~~Holdings adopted a stock-based compensation plan in December of 2013.~~

The ~~Company recognized~~following table presents the stock-based compensation expense ~~of $(0.1) million and $1.7 million~~recorded within general and administrative: ~~other during~~other:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
(In millions)	2023		2022		2023		2022
Equity classified awards:
Special awards expense	$	—	$	—	$	20.2	$	—
Board of director stock award expense		—		—		0.9		0.8
Restricted stock unit expense		3.8		3.5		6.8		6.3
Performance stock unit expense		3.7		15.9		5.4		18.8
Total equity classified awards:		7.5		19.4		33.3		25.9
Liability classified awards:
Restricted and performance stock unit expense		0.3		—		0.4		—
Total liability classified awards:		0.3		—		0.4		—
Total stock-based compensation expense	$	7.8	$	19.4	$	33.7	$	25.9

As of June 30, 2023, the three months ended September 30, 2017 and 2016, respectively, and $3.9 million and $4.5 million during the nine months ended September 30, 2017 and 2016, respectively. The Company’s financial statements reflect an increase to additional paid-in capitalestimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $28.8 million, which reflects assumptions related to attainment of ~~$2.2 million during~~performance targets based on the ~~nine months ended September 30, 2017.~~

During the nine months ended September 30, 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-basedscales as described below. The weighted average period over which this remaining 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~~ is ~~probable, then historical expense would be reinstated and accruals would resume.~~

During the three months ended September 30, 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 three months ended September 30, 2017, the Company determined that achieving the one-year performance thresholds of the 2017 Performance Stock Units Transition was improbable and reversed $0.4 million of stock-based compensation expense and ceased accruing any additional expense on these units.

As of September 30, 2017, including the 2017 grants, there was approximately $10.6 million of total estimated unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized ~~during the remainder of calendar 2017, calendar 2018, and calendar 2019. The Company expects~~is approximately 1.1 years.

Plan Amendment due to ~~recognize compensation cost with respect to RSU awards of $1.6 million, $5.6 million, and $3.3 million during the remainder of calendar 2017, calendar 2018, and calendar 2019, respectively.~~Stock Split

~~2013 Equity Incentive Plan~~

The 2013 ~~Equity Incentive~~ Plan ~~provides~~contemplates equitable adjustments for ~~grants of non-qualified~~certain transactions such as a stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, stock awards, and cash performance awards. The maximum number of shares of Holdings’ common stock available for delivery pursuantsplit. On August 19, 2022, the Compensation Committee approved an adjustment to ~~awards granted under~~ the 2013 Equity Incentive Plan ~~is 9,474,000 shares. At September~~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.

Special Awards

On February 23, 2023, AMC’s Board of Directors approved special awards in lieu of vesting of the 2022 PSU awards. The special awards were accounted for as 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 (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 Units PSUs of $6.23 and $2.22, respectively. During the six months ended June 30, ~~2017,~~2023, the ~~aggregate number~~Company recognized $20.2 million of ~~shares of Holdings’ common~~additional stock ~~remaining available for grant was 7,257,686 shares.~~compensation expense.

Awards Granted in ~~2017~~2023

~~The Company’s~~During the six months ended June 30, 2023, AMC’s Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. The grant date fair value of ~~the stock at the grant dates of March 31, 2017, May 11, 2017, and June 5, 2017, was $31.45 per share, $27.50 per share and $25.00 per share, respectively, and~~these equity classified awards was based on the closing price of ~~Holdings’ stock.~~AMC’s Class A common stock and AMC Preferred Equity Units of $6.23 and $2.22, respectively.

AMC’s Board of Directors also granted awards to non-section 16 officers that are expected to be settled in cash. Participants receiving cash settlement shall receive an amount of cash equal to the closing price of an AMC Preferred Equity Unit multiplied by the number of underlying cash based RSUs and PSUs awarded. These awards have been classified as liabilities and are included within accrued expenses and other liabilities in the condensed consolidated balance sheets. The vesting requirements and vesting periods are identical to the equity classified awards described below. The Company recognizes expense related to these awards based on the fair value of the AMC Preferred Equity Units, giving effect to the portion of services rendered during the requisite services period. As of June 30, 2023 there were 1,723,830 nonvested underlying AMC Preferred Equity Unit RSUs and PSUs related to awards granted to non-section 16 officers. There are 1,149,113 nonvested underlying AMC Preferred Equity Unit RSUs and PSUs (2023 Tranche Year) that are currently classified as liabilities and 574,717 nonvested underlying AMC Preferred Equity Unit PSUs (2024 & 2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2024 and 2025 PSU Tranche Years have yet to be established.

Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock or one AMC Preferred Equity Unit underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. Each unit represents the right to receive one share of Common Stock or one AMC Preferred Equity Unit at a future date.

The 2023 award agreements generally had the following features:

●

Stock ~~Award:~~ ~~On March 31, 2017, five members of Holdings’ Board of Directors were~~Award Agreement: During the six months ended June 30, 2023, the Company granted awards of ~~13,684~~85,552 fully vested shares of ~~Class A common stock in the aggregate. The Company recognized approximately $0.4 million~~Common Stock and 153,696 AMC Preferred Equity Units to its independent members of ~~expense in general and administrative: other expense during the nine months ended September 30, 2017, in connection~~AMC’s Board of Directors with ~~these share grants.~~

a grant date fair value of $0.9 million.

●

Restricted Stock Unit ~~Awards:~~ ~~Each~~Award Agreement: During the six months ended June 30, 2023, the Company granted 2,827,979 RSU ~~represents~~awards to certain members of management with a grant date fair value of $11.6 million. The Company records stock-based compensation expense on a straight-line recognition method over the ~~right to receive one share of Class A common stock at a future date.~~requisite vesting period. The RSUs vest over 3three years, with ~~1/3~~one-third vesting on each ~~of January 2, 2018, 2019, and 2020. The~~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.

On March 31, 2017, RSU awards of 189,109 units were granted to certain members of management. The grant date fair value was approximately $5.9 million based on a stock price of $31.45 on March 31, 2017.

~~On May 11, 2017, RSU awards of 2,301 units were granted to certain members of management. The grant date fair value was approximately $0.1 million based on a stock price of $27.50 on May 11, 2017.~~

~~On June 5, 2017, RSU awards of 10,316 units were granted to certain members of management. The grant date fair value was approximately $0.3 million based on a stock price of $25.00 on June 5, 2017.~~

During the three and nine months ended September 30, 2017, the Company recognized $0.7 million and $1.3 million expense in general and administrative: other expense in connection with these awards, respectively.

On March 31, 2017, RSU awards of 129,214 units were granted to certain executive officers covered by Section 162(m) of the Internal Revenue Code. The RSUs will be forfeited if Holdings does not achieve a specified cash flow from operating activities target for each of the years ending December 31, 2017, 2018 and 2019. The RSUs vest over 3 years with 1/3 vesting in each of 2018, 2019 and 2020 upon certification that the cash flow from operating activities target was met for the previous year. The vested 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 approximately $4.1 million based on the probable outcome of the performance targets and a stock price of $31.45 on March 31, 2017.

During the three and nine months ended September 30, 2017, the Company recognized $0.4 million and $0.9 million expense in general and administrative: other expense in connection with these awards, respectively.

~~Table of Contents~~

●

Performance Stock Unit ~~Award:~~ ~~On March 31, 2017, May 11, 2017 and~~Award Agreement: During the six months ended June ~~5, 2017,~~30, 2023, total PSUs of 942,552 were awarded (“2023 PSU ~~awards were granted~~award”) to certain members of management and executive officers, with ~~three-year cumulative adjusted~~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 ~~diluted earnings per share, and net profit~~ performance target ~~conditions~~ and ~~service conditions, covering a~~free cash flow performance ~~period beginning January 1, 2017 and ending on December 31, 2019.~~target. The ~~PSUs~~2023 PSU awards will vest based on achieving 80% to 120% of the performance targets, with the corresponding vested unit amount ranging from ~~30%~~50% to 200%. If the performance ~~target is~~targets are met at 100%, the 2023 PSU awards ~~granted on March 31, 2017, May 11, 2017, and June 5, 2017,~~ will vest at ~~318,323~~942,552 units ~~2,301 units and 10,316 units, respectively.~~in the aggregate. No PSUs will vest for each Tranche Year if ~~Holdings~~the Company does not achieve the three-year cumulative adjusted EBITDA, diluted earnings per share, and net profit minimum performance target. 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 vesting80% of the ~~PSUs. During the three months ended September 30, 2017, the Company deemed that these awards were improbable of vesting~~Tranche Year’s Adjusted EBITDA and ~~reversed $1.8 million previously recognized compensation cost.~~

free cash flow targets.

The Compensation Committee establishes the annual performance targets at the beginning of each year. 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 2023 PSU award grant date fair value for the 2023 Tranche Year award of 942,552 units was $3.9 million, the 2022 PSU award grant date fair value for the 2023 Tranche Year award of 461,016 units was $1.9 million, and the 2021 PSU award grant date fair value for the 2023 Tranche Year Award of 1,601,522 units was $6.8 million, measured using performance targets at 100%.

~~Performance Stock Unit Transition Award:~~ In recognition of the shift from one-year to three-year performance periods for annual equity awards in 2016, on March 31, 2017, PSU transition awards were granted to certain members of management and executive officers, with 2017 adjusted EBITDA, diluted earnings per share, and net profit performance target conditions and service condition, covering a performance period beginning January 1, 2017 and ending on December 31, 2017. The PSUs will vest based on achieving 80% to 120% of the performance target with the corresponding vested unit amount ranging from 30% to 150%. 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 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. During the three months ended September 30, 2017, the Company deemed that these awards were improbable of vesting and reversed $0.4 million previously recognized compensation cost.

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The following table represents the equity classified nonvested RSU and PSU activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2023:



		Weighted			Weighted
	Class A	Average		AMC Preferred	Average
	Common Stock	Grant Date		Equity Unit	Grant Date
	RSUs and PSUs	Fair Value		RSUs and PSUs	Fair Value
Nonvested at January 1, 2023	3,129,241	$	5.91	3,129,241	$	5.91
Granted (1)	2,790,461		6.23	3,042,608		2.22
Granted - Special Award	2,389,589		6.23	2,389,589		2.22
Vested	(983,107)		5.90	(1,246,290)		5.62
Vested - Special Award	(1,284,818)		6.23	(1,294,464)		2.22
Forfeited	(29,317)		5.94	(29,317)		4.11
Cancelled (2)	(884,452)		5.80	(621,269)		6.31
Cancelled - Special Award (2)	(1,104,771)		6.23	(1,095,125)		2.22
Nonvested at June 30, 2023	4,022,826	$	6.16	4,274,973	$	3.32
Tranche Years 2024 and 2025 awarded under the 2023 PSU award and Tranche Year 2024 awarded under the 2022 PSU award with grant date fair values to be determined in years 2024 and 2025, respectively	1,107,857			1,233,808
Total Nonvested at June 30, 2023	5,130,683			5,508,781

(1)

The number of PSU shares granted under the Tranche Year 2023 assumes the Company will attain a performance target at 100% for the Adjusted EBITDA target and 100% for the free cash flow target.

(2)

Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan. As a result, the Company paid taxes for restricted unit withholdings of approximately $14.2 million during the six months ended June 30, 2023.

Weighted

Average

Shares of RSU

Grant Date

and PSU

Fair Value
Beginning balance at January 1, 2017

556,510

$
24.88
Granted

701,788

31.23
Vested

(191,429)

24.68
Forfeited

(42,205)

31.39
Nonvested at September 30, 2017

1,024,664

$
28.95

NOTE 7—8—INCOME TAXES

The Company’s worldwide effective income tax rate is based on ~~expected~~actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. ~~For~~The Company is using a discrete income tax calculation for the three and six months ended June 30, 2023 due to the lingering effects of the COVID-19 pandemic on the industry. Historically, for interim financial reporting, the Company ~~estimates~~estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and ~~records~~recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company ~~refines~~will return to the historic approach of computing quarterly tax expense based on an annual effective rate in the future interim period when more reliable estimates of ~~the year’s taxable~~annual income ~~as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected~~

worldwide effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions.become available. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.

The worldwide effective tax rate based on annual projected earnings for the year ending December 31, 2017 is projected to be 43.3%. The effective rate for the nine months ended September 30, 2017 is 39.3%.

During the nine months ended September 30, 2017, the Company recorded three discrete tax benefits. The first related to excess tax benefits recognized under Accounting Standards Update 2016-09 “Compensation – Stock Compensation” of approximately $2.6 million. The second related to the tax benefit on the NCM other-than-temporary impairment of approximately $79.7 million. The third related to the tax benefit on the change in Illinois state tax rate of approximately $0.4 million.

The Company’s consolidated tax rate for the nine months ended September 30, 2017 differs from the statutory tax rate primarily due to the foreign tax rate differential driven by Odeon and Nordic earnings, valuation allowances recorded in the Odeon jurisdictions, the domestic discrete items, state income taxes, permanent items and credits.

Tax contingencies and other income tax liabilities were $15.4 million and $12.7 million as of September 30, 2017 and December 31, 2016, respectively, and are included in other long-term liabilities. The increase relates primarily to state income taxes and state income tax credits.

The Company also continues to be subject to examination by the IRS and the fiscal year ended March 29, 2012 (tax year 2011) is currently under extended statute. The Company believes its allowances for income tax contingencies are adequate. Based on the information currently available, the Company does not anticipate a material (or significant) increase or decrease to its tax contingencies within the next 12 months.

The Company is subject to income tax in many jurisdictions outside the U.S. The Company’s operations in certain jurisdictions remain subject to examination for tax years 2012 to 2016, some of which are currently under audit by local tax authorities. The resolutions of these audits are not expected to be material to the Company’s consolidated financial statements.

~~At September 30, 2017 and December 31, 2016, the Company recorded net deferred tax assets of $174.8 million and $69.4 million, respectively.~~ 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. This evaluation considers, among other factors,~~evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader ~~economy. Based on~~economy, among others.

A valuation allowance is recorded against the Company’s ~~evaluation through September 30, 2017,~~U.S. deferred tax assets and most of the Company’s international deferred tax assets as the Company ~~continued~~has determined the realization of these assets does not meet the more likely than not criteria.

The effective tax rate for the six months ended June 30, 2023 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the three-month period. The actual effective rate for the six months ended June 30, 2023 was (1.0)%. The Company’s consolidated tax rate for the six months ended June 30, 2023 differs from the U.S. statutory tax rate primarily due to ~~reserve a portion of its~~the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items. At June 30, 2023 and December 31, 2022, the Company has recorded net deferred tax ~~assets~~liabilities of $32.5 million and $32.1 million, respectively.

Utilization of the Company’s net operating loss carryforwards, disallowed business interest carryforwards and other tax attributes became subject to the Section 382 ownership change limitation due to ~~uncertainty of their realization and dependence upon future taxable income.~~

~~The accounting for deferred taxes is based upon an estimate of future results. Differences between estimated and actual results could have a material impact on~~changes in the Company’s ~~consolidated results of operations, its financial position and the ability~~stock ownership on January 27, 2021. The Company does not believe, however, that tax attributes generated prior to ~~fully realize its deferred tax assets over time. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time. If future results~~this event are significantly ~~different from the Company’s estimates and judgments, the Company may be required to record a valuation allowance against some or all of its deferred tax assets prospectively.~~impacted by Section 382.

NOTE 8—9—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 market based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs that are not corroborated by market data.

Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of ~~September~~June 30, ~~2017:~~2023:

Fair Value Measurements at September 30, 2017 Using

Total Carrying

Significant


Value at

Quoted prices in

Significant other

unobservable

September 30,

active market

observable inputs

inputs

(In millions)

2017 (1)

(Level 1)

(Level 2)

(Level 3)

Other long-term assets:

Money market mutual funds

$
0.2

$
0.2

$
—

$
—

Equity securities, available-for-sale:

Mutual fund large U.S. equity

2.6

2.6

—

—

Mutual fund small/mid U.S. equity

3.7

3.7

—

—

Mutual fund international

1.3

1.3

—

—

Mutual fund balanced

0.6

0.6

—

—

Mutual fund fixed income

1.5

1.5

—

—

Total assets at fair value

$
9.9

$
9.9

$
—

$
—


			Fair Value Measurements at June 30, 2023 Using
							Significant
	Total Carrying		Quoted prices in		Significant other		unobservable
	Value at		active market		observable inputs		inputs
(In millions)	June 30, 2023		(Level 1)		(Level 2)		(Level 3)
Other long-term assets:
Investment in Hycroft Mining Holding Corporation warrants	$	4.6	$	—	$	—	$	4.6
Marketable equity securities:
Investment in Hycroft Mining Holding Corporation		7.0		7.0		—		—
Total assets at fair value	$	11.6	$	7.0	$	—	$	4.6

~~(1)~~

The 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.

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 invested~~method investment in ~~equity, fixed income, and international funds and are~~Hycroft was measured at fair value using ~~quoted market prices.~~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 132.0% and discount rate of 4.4%. The discount rate is based on the treasury yield that matches the term as of the measurement date. Other inputs included the term of 3.7 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 105—~~Accumulated Other Comprehensive Income~~Investments for further information regarding the ~~unrealized gain on the equity securities recorded~~investments in ~~accumulated other comprehensive income.~~Hycroft.

~~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 six months ended June 30, 2017. The Company has not recorded an additional impairment for remaining NCM LLC units as they are not classified as held for sale and the decline in fair value as of September 30, 2017 is temporary given the short period of duration of the decline (one quarter) and the severity of the decline (7% below carrying value). The Company has observed closing prices of NCM, Inc. subsequent to September 30, 2017 in excess of our carrying value.

Other Fair Value Measurement Disclosures. The Company is required to disclose 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 September 30, 2017 Using
					Significant other		Significant
	Total Carrying		Quoted prices in		observable		unobservable
	Value at		active market		inputs		inputs

											Fair Value Measurements at June 30, 2023 Using
													Significant other		Significant
									Total Carrying		Quoted prices in		observable		unobservable
									Value at		active market		inputs		inputs
(In millions)	September 30, 2017		(Level 1)		(Level 2)		(Level 3)		June 30, 2023		(Level 1)		(Level 2)		(Level 3)
Current maturities of corporate borrowings	$	15.2	$	—	$	14.0	$	1.4	$	20.0	$	—	$	15.6	$	—
Corporate borrowings		4,277.4		—		4,343.0		2.8		4,795.6		—		3,486.6		—

Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair

value for Level 2 inputs. The ~~Level 3 fair~~Company valued these notes at principal value ~~measurement represents the transaction price~~less an estimated discount reflecting a market yield to maturity. See Note 6—Corporate Borrowings and Finance Lease Liabilities for further information.

The carrying amounts of ~~the corporate borrowings under market conditions.~~

In addition, the Company is required to disclose 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. The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows:

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

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

~~NOTE 9—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS~~

~~A rollforward of reserves for theatre and other closure and disposition of assets is as follows:~~

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016
Beginning balance

$
34.6

$
43.0
Theatre and other closure expense

1.1

3.6
Transfer of assets and liabilities

1.2

—
Foreign currency translation adjustment

1.0

(0.8)
Cash payments

(8.3)

(8.9)
Ending balance

$
29.6

$
36.9

In the accompanying Consolidated Balance Sheets, as of September 30, 2017, the current portion of the ending balance totaling $8.8 million is included with accrued expenses and other liabilities and the long-term portion of the ending balance totaling $20.8 million is included with other long-term liabilities. 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.

During the three months ended September 30, 2017 and the 2016, the Company recognized theatre and other closure (income) expense of $(0.6) million and $1.0 million, respectively, and during the nine months ended September 30, 2017 and 2016, the Company recognized theatre and other closure expense of $1.1 million and $3.6 million, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations.

~~NOTE 10—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

109.3

—

0.5

—

109.8

Amounts reclassified from accumulated other comprehensive income

—

(0.5)

(0.1)

(0.9)

(1.5)

Other comprehensive income (loss)

109.3

(0.5)

0.4

(0.9)

108.3

Balance, September 30, 2017

$
107.5

$
(4.1)

$
0.7

$
1.7

$
105.8

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

0.8

—

0.6

(0.6)

0.8

Amounts reclassified from accumulated other comprehensive income

—

—

(1.8)

0.3

(1.5)

Other comprehensive income (loss)

0.8

—

(1.2)

(0.3)

(0.7)

Balance, September 30, 2016

$
2.9

$
(3.3)

$
0.3

$
2.2

$
2.1

~~The tax effects allocated to each component of other comprehensive income (loss) during the three months ended September 30, 2017 and 2016 are as follows:~~

Three Months Ended

September 30, 2017

September 30, 2016




Tax





Tax


Pre-Tax

(Expense)

Net-of-Tax

Pre-Tax

(Expense)

Net-of-Tax
(In millions)

Amount

Benefit

Amount

Amount

Benefit

Amount
Unrealized foreign currency translation adjustment

$
39.0

$
(4.6)

$
34.4

$
0.3

$
(0.1)

$
0.2
Marketable securities:

Unrealized net holding gain (loss) arising during the period

0.4

(0.2)

0.2

0.2

—

0.2
Equity method investees' cash flow hedge:

Unrealized net holding loss arising during the period

0.1

—

0.1

0.1

(0.1)

—
Realized net loss reclassified into equity in earnings of non-consolidated entities

(1.6)

0.6

(1.0)

0.2

(0.1)

0.1
Other comprehensive income (loss)

$
37.9

$
(4.2)

$
33.7

$
0.8

$
(0.3)

$
0.5

~~The tax effects allocated to each component of other comprehensive income (loss) during the nine months ended September 30, 2017 and 2016 are as follows:~~

Nine Months Ended

September 30, 2017

September 30, 2016




Tax





Tax


Pre-Tax

(Expense)

Net-of-Tax

Pre-Tax

(Expense)

Net-of-Tax

(In millions)

Amount

Benefit

Amount

Amount

Benefit

Amount

Unrealized foreign currency translation adjustment (1)

$
120.4

$
(11.1)

$
109.3

$
1.3

$
(0.5)

$
0.8

Pension and other benefit adjustments:

Amortization of net (gain) loss reclassified into general and administrative: other

(0.5)

—

(0.5)

—

—

—

Marketable securities:

Unrealized net holding gain (loss) arising during the period

0.9

(0.4)

0.5

0.9

(0.3)

0.6

Realized net gain reclassified into investment expense (income)

(0.1)

—

(0.1)

(2.9)

1.1

(1.8)

Equity method investees' cash flow hedge:

Unrealized net holding gain (loss) arising during the period

—

—

—

(0.9)

0.3

(0.6)

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

(1.5)

0.6

(0.9)

0.5

(0.2)

0.3

Other comprehensive income (loss)

$
119.2

$
(10.9)

$
108.3

$
(1.1)

$
0.4

$
(0.7)

~~(1)~~

~~Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations have not been recorded due to the Company’s intent to remain permanently invested.~~

NOTE ~~11—~~10—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~~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 ~~segments consist of two operating segments (Odeon Theatres and Nordic Theatres) with~~segment has 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. On December 30, 2022, the Company entered into an agreement to sell its 10.0% investment 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. See Note 5—Investments for further information. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC ~~Stubs~~®Stubs® membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income. The two international operating segments 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. 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:


	Three Months Ended				Six Months Ended
Revenues (In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
U.S. markets	$	1,087.4	$	907.9	$	1,791.9	$	1,471.0
International markets		260.5		258.5		510.4		481.1
Total revenues	$	1,347.9	$	1,166.4	$	2,302.3	$	1,952.1


	Three Months Ended				Six Months Ended
Adjusted EBITDA (In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
U.S. markets	$	174.8	$	94.4	$	185.7	$	51.0
International markets		7.7		12.3		3.9		(6.0)
Total Adjusted EBITDA (1)	$	182.5	$	106.7	$	189.6	$	45.0

Three Months Ended

Nine Months Ended
Revenues (In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
U.S. markets

$
845.7

$
778.3

$
2,745.2

$
2,305.0
International markets

333.0

1.5

917.2

4.8
Total revenues

$
1,178.7

$
779.8

$
3,662.4

$
2,309.8

Three Months Ended

Nine Months Ended
Adjusted EBITDA (1) (In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
U.S. markets (2)

$
107.6

$
144.5

$
420.6

$
420.5
International markets

39.8

(0.1)

113.7

(0.1)
Total Adjusted EBITDA

$
147.4

$
144.4

$
534.3

$
420.4

(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 (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 ~~its~~the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in ~~international~~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 broadly consistent with how Adjusted EBITDA is defined in ~~our~~the Company’s debt indentures.


	Three Months Ended				Six Months Ended
Capital Expenditures (In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
U.S. markets	$	36.8	$	30.3	$	71.4	$	51.4
International markets		11.8		10.1		24.6		23.8
Total capital expenditures	$	48.6	$	40.4	$	96.0	$	75.2

~~(2)~~

~~Distributions from NCM are reported entirely within the U.S. markets segment.~~

Three Months Ended

Nine Months Ended
Capital Expenditures (In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
U.S. markets

$
126.9

$
116.3

$
416.6

$
256.6
International markets

22.8

—

51.1

—
Total capital expenditures

$
149.7

$
116.3

$
467.7

$
256.6

~~Financial Information About Geographic Area:~~

Three Months Ended

Nine Months Ended
Revenues (In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
United States

$
845.7

$
778.3

$
2,745.2

$
2,305.0
United Kingdom

127.8

1.5

366.9

4.8
Sweden

47.9

—

89.2

—
Italy

33.2

—

125.9

—

Table of Contents


	As of		As of
Long-term assets, net (In millions)	June 30, 2023		December 31, 2022
U.S. markets	$	5,940.4	$	6,135.9
International markets		2,021.6		2,097.6
Total long-term assets (1)	$	7,962.0	$	8,233.5

Spain

47.4

—

132.3

—
Germany

26.6

—

86.6

—
Finland

21.9

—

41.5

—
Other foreign countries

28.2

—

74.8

—
Total

$
1,178.7

$
779.8

$
3,662.4

$
2,309.8

As of

As of
Long-term assets, net (In millions)

September 30, 2017

December 31, 2016
United States

$
6,283.8

$
6,156.9
International

3,004.9

1,801.3
Total long-term assets (1)

$
9,288.7

$
7,958.2

(1)

Long-term assets are comprised of property, net, operating lease right-of-use assets, intangible assets, goodwill, deferred ~~income~~ tax assets, net and other long-term assets.

The following table sets forth a reconciliation of net ~~earnings (loss)~~loss to Adjusted EBITDA:


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net earnings (loss)	$	8.6	$	(121.6)	$	(226.9)	$	(459.0)
Plus:
Income tax provision		0.4		0.6		2.3		0.7
Interest expense		102.6		90.3		203.7		182.7
Depreciation and amortization		96.8		97.4		190.4		196.1
Certain operating expense (1)		(0.9)		3.9		0.2		6.2
Equity in (earnings) loss of non-consolidated entities		(0.8)		1.0		(2.2)		6.1
Cash distributions from non-consolidated entities (2)		1.7		0.9		1.7		1.6
Attributable EBITDA (3)		(0.3)		(0.2)		0.2		—
Investment expense (income) (4)		5.1		57.3		(8.4)		(6.1)
Other expense (income) (5)		(30.1)		(35.1)		12.7		104.7
Other non-cash rent benefit (6)		(9.0)		(6.9)		(18.6)		(14.0)
General and administrative — unallocated:
Merger, acquisition and other costs (7)		0.6		(0.3)		0.8		0.1
Stock-based compensation expense (8)		7.8		19.4		33.7		25.9
Adjusted EBITDA	$	182.5	$	106.7	$	189.6	$	45.0

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Net earnings (loss)

$
(42.7)

$
30.4

$
(210.8)

$
82.7
Plus:

Income tax provision (benefit)

(17.6)

20.1

(136.4)

54.6
Interest expense

71.4

26.7

203.4

80.8
Depreciation and amortization

135.2

63.1

393.9

185.8
Certain operating expenses (1)

3.7

5.8

12.5

13.0
Equity in (earnings) loss of non-consolidated entities (2)

1.8

(12.0)

199.1

(28.1)
Cash distributions from non-consolidated entities (3)

6.5

3.4

33.1

21.6
Attributable EBITDA (4)

0.8

—

1.8

—
Investment (income) expense

(16.6)

0.2

(21.6)

(9.6)
Other expense (income) (5)

(0.6)

0.1

(1.8)

—
General and administrative expense—unallocated:

Merger, acquisition and transaction costs (6)

5.6

4.9

57.2

15.1
Stock-based compensation expense (7)

(0.1)

1.7

3.9

4.5
Adjusted EBITDA

$
147.4

$
144.4

$
534.3

$
420.4

(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 of the Company’s investment in NCM of $204.5 million for the nine months ended September 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 the Company’s determination that the decline in the price per share during the quarter 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 $21.0 million and $22.2 million during the three and nine months ended September 30, 2017, respectively.

~~(3)~~

IncludesU.S. non-theatre distributions from equitymethod investments and International ~~non-theatre~~ non-theatredistributions fromequitymethod investments to the extent received. The Company believes including cash

~~Table of Contents~~

distributionsis an appropriatereflection ofthe contribution of ~~the contribution of~~ these investments to ~~its~~ the Company’s operations.

~~(4)~~

(3)

Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain ~~international~~International markets. See below for a reconciliation of the Company’s equity ~~earnings~~in 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 ~~our~~the Company’s gift card and package ticket program. ~~As these investments relate only to our Nordic acquisition,~~

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	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Equity in (earnings) loss of non-consolidated entities	$	(0.8)	$	1.0	$	(2.2)	$	6.1
Less:
Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures		(1.5)		0.1		(2.6)		0.4
Equity in loss of International theatre joint ventures		(0.7)		(0.9)		(0.4)		(5.7)
Income tax benefit		(0.1)		—		(0.2)		—
Investment expense		—		0.2		0.1		0.2
Interest expense		0.1		—		0.1		—
Impairment of long-lived assets		—		—		—		4.2
Depreciation and amortization		0.4		0.5		0.6		1.3
Attributable EBITDA	$	(0.3)	$	(0.2)	$	0.2	$	—

(4)

Investment expense (income) during 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.~~

Three Months Ended

Nine Months Ended
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Equity in loss of non-consolidated entities

$
1.8

$
—

$
199.1

$
—
Less:

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

2.1

—

199.6

—
Equity in earnings of International theatre JV's

0.3

—

0.5

—
Depreciation and amortization

0.5

—

1.3

—
Attributable EBITDA

$
0.8

$
—

$
1.8

$
—

~~(5)~~

~~Other income~~ ~~for~~ ~~the nine~~three months ended ~~September~~June 30, ~~2017~~2023 primarily includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $3.2 million, ~~financing~~deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $2.3 million and interest income of $(2.5) million. During the three months ended June 30, 2022, investment expense (income) included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Corporation of $27.8 million and deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $20.0 million.

Investment expense (income) during the six months ended June 30, 2023 includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $5.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $4.6 million, $(15.5) million gain on the sale of the Company’s investment in Saudi Cinema Company, LLC and interest income of $(4.8) million. During the six months ended June 30, 2022, investment expense (income) included appreciation in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $(1.0) million and appreciation in estimated fair value of the Company’s investment to purchase common shares of Hycroft Mining Holding Corporation of $(15.1) million.

(5)

Other expense (income) during the three months ended June 30, 2023 includes a non-cash litigation contingency adjustment of $(1.2) million, income related to foreign currency transaction gains ~~partially offset by $1.0~~of $(7.5) million ~~in fees relating to third party fees related to the Third Amendment to our Senior Secured Credit Agreement~~ and ~~a $0.4 million loss~~gains on ~~the redemption~~debt extinguishment of ~~the Bridge Loan Facility. Other income~~ ~~for~~$(21.6) million. During the three months ended ~~September~~June 30, ~~2017 includes $0.5~~2022, other expense (income) included gain on debt extinguishment of $(38.6) million ~~related to financing related~~and foreign currency transaction ~~gains.~~

losses of $3.6 million.

Other expense (income) during the six months ended June 30, 2023 includes a non-cash litigation contingency charge of $115.4 million, partially offset by gains on debt extinguishment of $(86.7) million and foreign currency transaction gains of $(16.2) million. During the six months ended June 30, 2022, other expense (income) included loss on debt extinguishment of $96.4 million and foreign currency transaction losses of $8.4 million.

(6)

Reflects amortization expense for 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.

(7)

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

~~(7)~~

(8)

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

~~NOTE 12—EMPLOYEE BENEFIT PLANS~~

In the U.S., the Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. 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.

~~Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the three months ended September 30, 2017 and 2016 consists of the following:~~

U.S. Pension Benefits

International Pension Benefits
(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Components of net periodic benefit cost:

Service cost

$
—

$
—

$
0.1

$
—
Interest cost

1.1

1.1

0.7

—
Expected return on plan assets

(0.8)

(0.9)

(0.8)

—
Net periodic benefit cost (credit)

$
0.3

$
0.2

$
—

$
—

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~~Net periodic benefit cost (credit) recognized for the plans in general and administrative: other during the nine months ended September 30, 2017 and 2016 consists of the following:~~

U.S. Pension Benefits

International Pension Benefits

(In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

Components of net periodic benefit cost:

Service cost

$
—

$
—

$
0.2

$
—

Interest cost

3.2

3.3

2.0

—

Expected return on plan assets

(2.4)

(2.7)

(2.4)

—

Net periodic benefit cost (credit)

$
0.8

$
0.6

$
(0.2)

$
—

NOTE ~~13—~~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 ~~consolidated~~ 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 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 ~~28, 2015,~~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-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.

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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 March 21, 2023, the court granted defendants’ motion to dismiss.

On June 14, 2023, the parties to the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions signed a stipulation of settlement, which subject to the approval of the court, will resolve those actions. As consideration for the proposed settlement, the Company agreed to certain corporate governance reforms and the payment of a $1.0 million fee and expense award to the plaintiffs’ attorneys to be paid by the Company’s director’s and officer’s insurance carriers. Defendants agreed to the settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation. Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damages with respect to the matters alleged in the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions. On June 23, 2023, plaintiffs filed a motion to preliminarily approve the settlement.

On December 31, 2019, the Company received a ~~Civil Investigative Demand (“CID”) from~~stockholder litigation demand, requesting that the ~~Antitrust Division~~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.

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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 ~~United States Department~~Company’s directors, Wanda, two of ~~Justice~~Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in ~~connection with an investigation under Sections 1~~the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and 2derivatively, on behalf of the ~~Sherman Antitrust Act. Beginning in May 2015,~~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 $17.4 million (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 $3.4 million to be paid out of the Settlement Amount. On January 6, 2023, the remainder of the Settlement Amount of $14.0 million was paid to the Company. The Company recorded the settlement as a gain in other income once all contingencies were resolved during the six months ended June 30, 2023.

On December 27, 2022, the Company received ~~CIDs~~a letter from a purported stockholder, demanding to inspect certain of the ~~Attorneys General~~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 (APE’s); (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 held March 14, 2023 for the ~~States~~purpose of ~~Ohio, Texas, Washington, Florida, New York, Kansas,~~voting on amendments to the Company’s Certificate of Incorporation that, together will enable 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 ~~District of Columbia, regarding~~Company’s books and records pursuant to 8 Del. C. § 220 in order to investigate allegations similar ~~inquiries under~~to those ~~states’ antitrust laws. The CIDs request~~made in the ~~production of documents~~December 27, 2022 Demand (the “February 6, 2023 Demand” 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 cooperatingtogether with the ~~relevant governmental authorities. However,~~December 27, 2022 Demand, the “Books and Records Demands”). On February 13, 2023, the Company ~~cannot predict~~rejected the ~~ultimate scope, duration or outcome~~February 6, 2023 Demand. Also, on February 13, 2023, without conceding the propriety of ~~these investigations.~~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”) and which have been subsequently consolidated into In re AMC Entertainment Holdings, Inc. Stockholder Litigation C.A. No. 2023-0215-MTZ (Del. Ch.) (the “Shareholder Litigation”). 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 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, assert 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 sought a declaration that the issuance of the APEs violated 8 Del. C. § 242(b), an order that holders of

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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 sought to enjoin the APEs from voting on the Charter Amendment Proposals.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) allowed the March 14, 2023 vote on the Charter Amendment Proposals to proceed, but precluded the Company from implementing the Charter Amendment Proposals pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ then-anticipated preliminary injunction motion for April 27, 2023 (the “Status Quo Order”).

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted. Pursuant to the term sheet, the Company agreed to make a non-cash settlement payment to record holders of Common Stock as of the time (the “Settlement Class Time”) at which the Reverse Stock Split is effective (and after giving effect to the Reverse Stock Split) of one share of Class A common stock for every 7.5 shares of Common Stock owned by such record holders (the “Settlement Payment”). The Company’s obligation to make the Settlement Payment is contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendment Proposals. The defendants agreed to the settlement and the payment of the Settlement Payment 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 Shareholder Litigation. On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order.

In connection with the proposed settlement payment, the Company recorded a $125.4 million contingency charge to other expense during the six months ended June 30, 2023. The contingency charge is based on the estimated fair value of $115.4 million for the Settlement Payment and the expected attorneys’ fees, net of probable insurance recoveries of $10.0 million. The expected attorneys’ fee portion of the contingent liability is included in accrued expenses in other liabilities within the condensed consolidated balance sheets.

On April 5, 2023, the court denied the motion to lift the Status Quo Order.

On April 27, 2023, the parties jointly filed a Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Stipulation”) with the court, which fully memorialized the settlement that the parties agreed to in the term sheet. On June 29 – 30, 2023, the court held a settlement hearing to consider whether to approve the settlement as outlined in the Settlement Stipulation.

On July 21, 2023, the court issued an opinion which, citing issues with the scope of the release sought under the proposed settlement, declined to approve the settlement as presented. On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum. On July 24, 2023, the court responded to the parties’ July 22, 2023 filings requesting additional submissions in relation to the proposed settlement. The Company provided the additional requested submissions to the court on July 26, 2023. The Status Quo Order remains in place. Unless and until the court lifts the Status Quo Order, the Company will not proceed with filing the amendment to the Company’s Certificate of Incorporation to effect the Charter Amendment Proposals. Nor will the Company make the litigation settlement payment contemplated by the Settlement Stipulation. See Note 13—Subsequent Events for further information.

NOTE ~~14—~~12—EARNINGS (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 (1/100^th) 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 9,954,065 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

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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 dividend as a stock split.

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share includes the effects of unvested ~~RSU’s~~RSUs with a service condition only and unvested contingently issuable ~~RSUs and~~ PSUs that have service and performance conditions, if dilutive.

The following table sets forth the computation of basic and diluted earnings (loss) per common share:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,

									Three Months Ended				Six Months Ended
(In millions)	2017		2016		2017		2016		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Numerator:
Net earnings (loss) from continuing operations	$	(42.7)	$	30.4	$	(210.8)	$	82.7
Net earnings (loss) for basic earnings (loss) per share attributable to AMC Entertainment Holdings, Inc.									$	8.6	$	(121.6)	$	(226.9)	$	(459.0)
Net earnings (loss) for diluted earnings (loss) per share attributable to AMC Entertainment Holdings, Inc.									$	8.6	$	(121.6)	$	(226.9)	$	(459.0)

Denominator (shares in thousands):
Weighted average shares for basic earnings per common share		131,077		98,194		127,902		98,196
Weighted average shares for basic earnings (loss) per common share										1,513,018		1,033,642		1,443,867		1,032,736
Common equivalent shares for RSUs and PSUs		—		90		—		15		454		—		—		—
Shares for diluted earnings per common share		131,077		98,284		127,902		98,211
Weighted average shares for diluted earnings (loss) per common share										1,513,472		1,033,642		1,443,867		1,032,736
Basic earnings (loss) per common share	$	(0.33)	$	0.31	$	(1.65)	$	0.84	$	0.01	$	(0.12)	$	(0.16)	$	(0.44)
Diluted earnings (loss) per common share	$	(0.33)	$	0.31	$	(1.65)	$	0.84	$	0.01	$	(0.12)	$	(0.16)	$	(0.44)

Vested RSUs and ~~PSU’s~~PSUs have dividend rights identical to the Company’s ~~Class A~~Common Stock and ~~Class B common stock~~AMC Preferred Equity Units and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. ~~Certain unvested~~

Unvested RSUs of 4,914,387 and ~~unvested~~5,319,571 for the three and six months ended June 30, 2023, respectively were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive. Unvested RSUs of 5,455,734 for the three and six months ended June 30, 2022 were not included in the computation of diluted loss per share because they would be anti-dilutive.

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 ~~(“Plan”)~~ if the end of the reporting period were the end of the contingency period. ~~During~~Unvested PSUs of 2,929,044 and 2,978,228 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, unvested PSU’s and Transition PSU’s of 187,468 at the minimum performance target~~2023, respectively were not included in the computation of diluted ~~loss~~earnings (loss) per share ~~since the shares~~because they would not be issuable ~~under the terms of the Plan,~~ if the end of the reporting period were the end of the contingency period ~~and~~or they would ~~also~~ be anti-dilutive. ~~During~~Unvested PSUs of 2,853,456 at certain performance targets for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, unvested RSU’s of 366,773~~2022, 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.

NOTE 13—SUBSEQUENT EVENTS

Shareholder Litigation. As previously disclosed, on April 3, 2023, the Company entered into a binding settlement term sheet with the named plaintiffs in the Shareholder Litigation to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted. On April 27, 2023, the parties jointly filed the Settlement Stipulation with the court, which fully memorialized the settlement that the parties agreed to in the term sheet. On June 29 – 30, 2023, the court held a settlement hearing to consider whether to

~~Table of Contents~~

~~NOTE 15—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 Notes due 2022, the Sterling 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.

~~Consolidating Statement of Operations~~

~~Three Months Ended September 30, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Revenues
















Admissions

$
—

$
438.2

$
315.3

$
—

$
753.5

Food and beverage

—

222.0

139.4

—

361.4

Other theatre

—

36.7

27.1

—

63.8

Total revenues

—

696.9

481.8

—

1,178.7

Operating costs and expenses

Film exhibition costs

—

221.5

143.3

—

364.8

Food and beverage costs

—

33.5

27.2

—

60.7

Operating expense

—

216.5

166.7

—

383.2

Rent

—

123.0

77.7

—

200.7

General and administrative:

Merger, acquisition and transaction costs

—

3.7

1.9

—

5.6

Other

0.3

16.7

15.8

—

32.8

Depreciation and amortization

—

72.9

62.3

—

135.2

Operating costs and expenses

0.3

687.8

494.9

—

1,183.0

Operating income (loss)

(0.3)

9.1

(13.1)

—

(4.3)

Other expense (income):

Equity in net (earnings) loss of subsidiaries

38.9

20.9

—

(59.8)

—

Other income

—

(0.4)

(0.2)

—

(0.6)

Interest expense:

Corporate borrowings

60.3

57.7

0.5

(57.7)

60.8

Capital and financing lease obligations

—

1.9

8.7

—

10.6

Equity in (earnings) loss of non-consolidated entities

—

3.8

(2.0)

—

1.8

Investment income

(56.8)

(17.0)

(0.5)

57.7

(16.6)

Total other expense (income)

42.4

66.9

6.5

(59.8)

56.0

Earnings (loss) before income taxes

(42.7)

(57.8)

(19.6)

59.8

(60.3)

Income tax provision (benefit)

—

(18.9)

1.3

—

(17.6)

Net loss

$
(42.7)

$
(38.9)

$
(20.9)

$
59.8

$
(42.7)

Table of Contents

~~Consolidating Statement~~approve the settlement as outlined in the Settlement Stipulation. On July 21, 2023, the court issued an opinion which, citing issues with the scope of ~~Operations~~the release sought under the proposed settlement, declined to approve the settlement as presented. On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum. On July 24, 2023, the court responded to the parties’ July 22, 2023 filings requesting additional submissions in relation to the proposed settlement. The Company provided the additional requested submissions to the court on July 26, 2023. The Status Quo Order remains in place. Unless and until the court lifts the Status Quo Order, the Company will not proceed with filing the amendment to the Company’s Certificate of Incorporation to effect the Charter Amendment Proposals. Nor will the Company make the litigation settlement payment contemplated by the Settlement Stipulation.

~~Three Months Ended September 30, 2016:~~Debt Repurchases. The below table summarizes the cash debt repurchases during July 2023, including related party transactions with Antara:


	Aggregate Principal		Reacquisition		Gain on		Accrued Interest
(In millions)	Repurchased		Cost		Extinguishment		Paid
Related party transactions:
Second Lien Notes due 2026	$	17.0	$	12.3	$	7.5	$	0.1
Non-related party transactions:
Second Lien Notes due 2026		7.2		5.1		3.3		0.1
Total debt repurchases	$	24.2	$	17.4	$	10.8	$	0.2

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Revenues
















Admissions

$
—

$
495.8

$
1.0

$
—

$
496.8

Food and beverage

—

248.5

0.4

—

248.9

Other theatre

—

34.0

0.1

—

34.1

Total revenues

—

778.3

1.5

—

779.8

Operating costs and expenses

Film exhibition costs

—

258.6

0.5

—

259.1

Food and beverage costs

—

33.8

0.1

—

33.9

Operating expense

—

210.8

0.8

—

211.6

Rent

—

121.5

0.4

—

121.9

General and administrative:

Merger, acquisition and transaction costs

—

4.9

—

—

4.9

Other

—

19.8

—

—

19.8

Depreciation and amortization

—

63.1

—

—

63.1

Operating costs and expenses

—

712.5

1.8

—

714.3

Operating income (loss)

—

65.8

(0.3)

—

65.5

Other expense (income):

Equity in net (earnings) loss of subsidiaries

(28.3)

0.2

—

28.1

—

Other expense (income)

—

0.1

—

—

0.1

Interest expense:

Corporate borrowings

24.6

26.9

—

(26.9)

24.6

Capital and financing lease obligations

—

2.1

—

—

2.1

Equity in earnings of non-consolidated entities

—

(12.0)

—

—

(12.0)

Investment income

(26.7)

0.1

(0.1)

26.9

0.2

Total other expense (income)

(30.4)

17.4

(0.1)

28.1

15.0

Earnings (loss) before income taxes

30.4

48.4

(0.2)

(28.1)

50.5

Income tax provision

—

20.1

—

—

20.1

Net earnings (loss)

$
30.4

$
28.3

$
(0.2)

$
(28.1)

$
30.4

~~Table of Contents~~

~~Consolidating Statement of Operations~~

~~Nine Months Ended September 30, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings
Revenues















Admissions

$
—

$
1,402.3

$
930.1

$
—

$
2,332.4
Food and beverage

—

707.4

425.7

—

1,133.1
Other theatre

—

118.8

78.1

—

196.9
Total revenues

—

2,228.5

1,433.9

—

3,662.4
Operating costs and expenses

Film exhibition costs

—

738.8

425.4

—

1,164.2
Food and beverage costs

—

100.5

82.1

—

182.6
Operating expense

—

652.7

476.1

—

1,128.8
Rent

—

370.9

220.0

—

590.9
General and administrative:

Merger, acquisition and transaction costs

—

54.3

2.9

—

57.2
Other

1.8

66.0

45.6

—

113.4
Depreciation and amortization

—

219.4

174.5

—

393.9
Operating costs and expenses

1.8

2,202.6

1,426.6

—

3,631.0
Operating income (loss)

(1.8)

25.9

7.3

—

31.4
Other expense (income):

Equity in net (earnings) loss of subsidiaries

199.8

19.0

—

(218.8)

—
Other expense (income)

—

(2.1)

(0.2)

—

(2.3)
Interest expense:

Corporate borrowings

170.1

167.1

1.5

(167.0)

171.7
Capital and financing lease obligations

—

5.8

25.9

—

31.7
Equity in (earnings) loss of non-consolidated entities

—

201.2

(2.1)

—

199.1
Investment income

(160.9)

(27.3)

(0.4)

167.0

(21.6)
Total other expense (income)

209.0

363.7

24.7

(218.8)

378.6
Loss before income taxes

(210.8)

(337.8)

(17.4)

218.8

(347.2)
Income tax provision (benefit)

—

(138.0)

1.6

—

(136.4)
Net loss

$
(210.8)

$
(199.8)

$
(19.0)

$
218.8

$
(210.8)

~~Table of Contents~~

~~Consolidating Statement of Operations~~

~~Nine Months Ended September 30, 2016:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings
Revenues















Admissions

$
—

$
1,457.5

$
3.1

$
—

$
1,460.6
Food and beverage

—

735.3

1.3

—

736.6
Other theatre

—

112.2

0.4

—

112.6
Total revenues

—

2,305.0

4.8

—

2,309.8
Operating costs and expenses

Film exhibition costs

—

782.9

1.5

—

784.4
Food and beverage costs

—

101.7

0.3

—

102.0
Operating expense

—

611.4

2.5

—

613.9
Rent

—

367.9

1.4

—

369.3
General and administrative:

Merger, acquisition and transaction costs

—

15.1

—

—

15.1
Other

—

58.9

—

—

58.9
Depreciation and amortization

—

185.8

—

—

185.8
Operating costs and expenses

—

2,123.7

5.7

—

2,129.4
Operating income (loss)

—

181.3

(0.9)

—

180.4
Other expense (income):

Equity in net (earnings) loss of subsidiaries

(76.5)

0.4

—

76.1

—
Interest expense:

Corporate borrowings

74.3

86.1

—

(86.0)

74.4
Capital and financing lease obligations

—

6.4

—

—

6.4
Equity in earnings of non-consolidated entities

—

(28.1)

—

—

(28.1)
Investment income

(80.5)

(14.6)

(0.5)

86.0

(9.6)
Total other expense (income)

(82.7)

50.2

(0.5)

76.1

43.1
Earnings (loss) before income taxes

82.7

131.1

(0.4)

(76.1)

137.3
Income tax provision

—

54.6

—

—

54.6
Net earnings (loss)

$
82.7

$
76.5

$
(0.4)

$
(76.1)

$
82.7

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Loss~~

~~Three Months Ended September 30, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Net loss

$
(42.7)

$
(38.9)

$
(20.9)

$
59.8

$
(42.7)

Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

33.7

34.6

—

(68.3)

—

Unrealized foreign currency translation adjustment, net of tax

—

(0.2)

34.6

—

34.4

Marketable securities:

Unrealized holding gain arising during the period, net of tax

—

0.2

—

—

0.2

Equity method investees’ cash flow hedge:

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

—

0.1

—

—

0.1

Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax

—

(1.0)

—

—

(1.0)

Other comprehensive income

33.7

33.7

34.6

(68.3)

33.7

Total comprehensive income (loss)

$
(9.0)

$
(5.2)

$
13.7

$
(8.5)

$
(9.0)

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Income~~

~~Three Months Ended September 30, 2016:~~

Subsidiary
Subsidiary
Consolidating
Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments
Holdings

Net earnings (loss)

$
30.4

$
28.3

$
(0.2)

$
(28.1)

$
30.4

Other comprehensive income (loss)

Equity in other comprehensive income of subsidiaries

0.5

0.1

—

(0.6)

—

Unrealized foreign currency translation adjustment, net of tax

—

0.1

0.1

—

0.2

Marketable securities:

Unrealized holding gain arising during the period, net of tax

—

0.2

—

—

0.2

Equity method investees’ cash flow hedge:

Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax

—

0.1

—

—

0.1

Other comprehensive income

0.5

0.5

0.1

(0.6)

0.5

Total comprehensive income (loss)

$
30.9

$
28.8

$
(0.1)

$
(28.7)

$
30.9

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Loss~~

~~Nine Months Ended September 30, 2017:~~

Subsidiary
Subsidiary
Consolidating
Consolidated

(In millions)

Holdings
Guarantors
Non-Guarantors

Adjustments
Holdings

Net earnings (loss)

$
(210.8)

$
(199.8)

$
(19.0)

$
218.8

$
(210.8)

Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

108.3

109.0

—

(217.3)

—

Unrealized foreign currency translation adjustment, net of tax

—

(0.2)

109.5

—

109.3

Pension and other benefit adjustments:

Amortization of net loss (gain) reclassified into general and administrative: other, net of tax

—

—

(0.5)

—

(0.5)

Marketable securities:

Unrealized holding gain arising during the period, net of tax

—

0.5

—

—

0.5

Realized net gain reclassified into investment income, net of tax

—

(0.1)

—

—

(0.1)

Equity method investees’ cash flow hedge:

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

—

(0.9)

—

—

(0.9)

Other comprehensive income

108.3

108.3

109.0

(217.3)

108.3

Total comprehensive income (loss)

$
(102.5)

$
(91.5)

$
90.0

$
1.5

$
(102.5)

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Income~~

~~Nine Months Ended September 30, 2016:~~

Subsidiary
Subsidiary
Consolidating
Consolidated

(In millions)

Holdings
Guarantors
Non-Guarantors

Adjustments
Holdings

Net earnings (loss)

$
82.7

$
76.5

$
(0.4)

$
(76.1)

$
82.7

Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

(0.7)

1.0

—

(0.3)

—

Unrealized foreign currency translation adjustment, net of tax

—

(0.2)

1.0

—

0.8

Marketable securities:

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

—

(0.6)

—

—

(0.6)

Realized net holding loss reclassified to equity in earnings of non-consolidated entities, net of tax

—

0.3

��

—

0.3

Other comprehensive income (loss)

(0.7)

(0.7)

1.0

(0.3)

(0.7)

Total comprehensive income

$
82.0

$
75.8

$
0.6

$
(76.4)

$
82.0

~~Table of Contents~~

~~Consolidating Balance Sheet~~

~~As of September 30, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Assets
















Current assets:

Cash and cash equivalents

$
0.1

$
126.8

$
133.1

$
—

$
260.0

Restricted cash

—

—

6.8

—

6.8

Receivables, net

—

74.5

54.4

—

128.9

Other current assets

0.2

105.2

120.9

—

226.3

Total current assets

0.3

306.5

315.2

—

622.0

Investment in equity of subsidiaries

2,726.4

1,436.8

—

(4,163.2)

—

Property, net

—

1,664.4

1,580.1

—

3,244.5

Intangible assets, net

—

221.2

166.6

—

387.8

Intercompany advances

4,044.1

(1,994.6)

(2,049.5)

—

—

Goodwill

(2.1)

2,422.1

2,469.5

—

4,889.5

Deferred tax asset, net

—

215.4

6.8

—

222.2

Other long-term assets

6.3

409.5

128.9

—

544.7

Total assets

$
6,775.0

$
4,681.3

$
2,617.6

$
(4,163.2)

$
9,910.7

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$
—

$
318.9

$
150.2

$
—

$
469.1

Accrued expenses and other liabilities

61.4

154.6

121.4

—

337.4

Deferred revenues and income

—

199.5

85.1

—

284.6

Current maturities of corporate borrowings and capital and financing lease obligations

13.8

11.6

63.7

—

89.1

Total current liabilities

75.2

684.6

420.4

—

1,180.2

Corporate borrowings

4,274.6

2.8

—

—

4,277.4

Capital and financing lease obligations

—

76.1

518.3

—

594.4

Exhibitor services agreement

—

538.4

—

—

538.4

Deferred tax liability, net

—

—

47.4

—

47.4

Other long-term liabilities

—

653.0

194.7

—

847.7

Total liabilities

4,349.8

1,954.9

1,180.8

—

7,485.5

Temporary equity

0.8

—

—

—

0.8

Stockholders’ equity

2,424.4

2,726.4

1,436.8

(4,163.2)

2,424.4

Total liabilities and stockholders’ equity

$
6,775.0

$
4,681.3

$
2,617.6

$
(4,163.2)

$
9,910.7

~~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

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

95.1

—

192.5

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

~~Table of Contents~~

~~Consolidating Statement of Cash Flows~~

~~Nine Months Ended September 30, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Cash flows from operating activities:
















Net cash provided by operating activities

$
42.0

$
64.1

$
123.0

$
—

$
229.1

Cash flows from investing activities:

Capital expenditures

—

(320.5)

(147.2)

—

(467.7)

Acquisition of Nordic, net of cash acquired

—

(654.9)

71.4

—

(583.5)

Proceeds from sale leaseback transaction

—

128.4

—

—

128.4

Proceeds from disposition of NCM shares

—

89.4

—

—

89.4

Proceeds from disposition of Open Road

—

9.2

—

—

9.2

Proceeds from disposition of long-term assets

—

9.1

13.4

—

22.5

Investments in non-consolidated entities, net

—

(11.6)

1.6

—

(10.0)

Other, net

—

(3.4)

(0.2)

—

(3.6)

Net cash used in investing activities

—

(754.3)

(61.0)

—

(815.3)

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 additional public offering

616.8

—

—

—

616.8

Net borrowings under Revolving Credit Facility

60.0

—

—

—

60.0

Principal payment of Bridge Loan due 2017

(350.0)

—

—

—

(350.0)

Principal payments under Term Loan

(9.1)

—

—

—

(9.1)

Principal payments under capital and financing lease obligations

—

(6.9)

(47.2)

—

(54.1)

Cash used to pay deferred financing costs

(29.8)

—

—

—

(29.8)

Cash used to pay dividends

(78.7)

—

—

—

(78.7)

Taxes paid for restricted unit withholdings

(6.5)

—

—

—

(6.5)

Purchase of treasury stock

(16.5)

—

—

—

(16.5)

Change in intercompany advances

(771.4)

773.7

(2.3)

—

—

Net cash provided by (used in) financing activities

(96.3)

766.8

(49.5)

—

621.0

Effect of exchange rate changes on cash and equivalents

51.4

(44.5)

11.2

—

18.1

Net increase (decrease) in cash and equivalents

(2.9)

32.1

23.7

—

52.9

Cash and equivalents at beginning of period

3.0

94.7

109.4

—

207.1

Cash and equivalents at end of period

$
0.1

$
126.8

$
133.1

$
—

$
260.0

~~Table of Contents~~

~~Consolidating Statement of Cash Flows~~

~~Nine Months Ended September 30, 2016:~~

~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10–Q 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 and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

●

the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to comply with the minimum liquidity requirement under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility (as defined in Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 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 from current levels to levels in line with pre-COVID-19 operating revenues. However, there remain significant risks that may negatively impact operating revenues and attendance levels, including changes to movie studios release schedules and direct to streaming or other changing movie studio practices. If we are unable to achieve 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;

~~•risks relating to motion picture production and performance;~~

~~•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 or 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;~~

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

~~•our ability to achieve expected synergies, benefits 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 theatres, transfer advertising rights of certain theatres, and divest our holdings in NCM;

~~•our ability to refinance our indebtedness on terms favorable to us;~~

~~•optimizing our theatre circuit through 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;~~

Table of Contents

●

the impact of COVID-19 upon the operations of the exhibition industry; the practices of distributors; and the changing movie-going behavior of consumers;

●

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

●

the risk that the North American and international box office in the near term will not recover sufficiently, resulting in higher cash burn and the need to seek additional financing;

●

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

●

shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, and the theatrical release of fewer movies;

●

the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture releases by distributor, such releases being seasonal and resulting in higher attendance and revenues generally during the summer months and holiday seasons;

●

intense competition in the geographic areas in which we operate among exhibitors, streaming platforms, or from other forms of entertainment;

●

certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends, pre-pay debt, and also to refinance debt and to do so at favorable terms;

●

risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;

●

risks relating to motion picture production, promotion, marketing, and performance, including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content, including but not limited to the Writers Guild of America strike that began on May 2, 2023 and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023;

●

general and international economic, political, regulatory, social and financial market conditions, including potential economic recession, inflation, the financial stability of the banking industry, and other risks that may negatively impact discretionary income and our operating revenues and attendance levels;

●

our lack of control over distributors of films;

●

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

●

an issuance of preferred stock, 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 and AMC Preferred Equity Units prevents us from raising additional capital through Common Stock or AMC Preferred Equity Unit 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 utilize net operating loss carryforwards to reduce our future tax liability or valuation allowances taken with respect to deferred tax assets;~~

~~•review by antitrust authorities in connection with acquisition opportunities;~~

~~•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~~Table of ~~legal liability;~~Contents

●

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;

•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 our recently completed and any future acquisitions;

●

our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Internal Revenue Code as amended by the Tax Cuts and Jobs Act of 2017;

●

our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability;

•

●

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

●

review by antitrust authorities in connection with acquisition opportunities;

●

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

●

dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;

●

increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”) and all other current and pending privacy and data regulations in the jurisdictions where we have operations;

●

supply chain disruptions may negatively impact our operating results;

●

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

●

the dilution caused by recent and potential future sales of our Common Stock 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, 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 also applies to our AMC Preferred Equity Units, and purchasers of our securities could incur substantial losses;

●

future offerings of debt, which would be senior to our Common Stock and AMC Preferred Equity Units for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock and AMC Preferred Equity Units;

●

our ability to implement the Charter Amendment Proposals due to the Shareholder Litigation;

●

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) have either signed or completed accession protocols. Their accession could cause a deterioration in the relationship each country has with Russia;

●

the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as COVID-19 or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;

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

●

anti-takeover protections in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and

●

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

~~•operating a business in international markets AMC is unfamiliar with, including acceptance by movie-goers of AMC initiatives that are new to those markets;~~

•increased costs in order to comply with governmental regulation and the impact of governmental investigations concerning potentially anticompetitive conduct, including film clearances and partnering with other major exhibitors in joint ventures; and

•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.

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~~of this Form 10-Q, Item 1. “Business” in our Annual Report on Form 10–K for the year ended December 31, ~~2016~~2022, and our other public filings.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10–Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

AMC is ~~one of~~ the world’s largest theatrical exhibition ~~companies~~company and an industry leader in innovation and operational excellence. We operate ~~productive~~ theatres in 1511 countries throughout the U.S. and ~~are the market leader in nine of those. In the United States top markets, AMC has the No. 1 or No. 2 market share in the top three markets, New York, Los Angeles and Chicago.~~Europe.

Our theatrical exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales. ~~The balance of our~~Our remaining revenues are generated from ancillary sources, including on-screen advertising, fees earned from our AMC ~~Stubs~~®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 ~~September~~June 30, ~~2017,~~2023, we owned, operated or had interests in ~~1,006~~906 theatres and ~~11,046~~10,120 screens.

~~Table of Contents~~

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 mutually agreed settlement ~~upon the conclusion of the picture. Under an aggregate terms formula, we pay the distributor a specified percentage of box office gross or pay based~~rate that is fixed. In some European territories, film rental fees are established on a ~~scale~~weekly basis and some licenses use a per capita agreement instead of ~~percentages tied to different amounts of box office gross. The settlement process allows for negotiation based upon how~~ a ~~film actually performs.~~revenue share, paying a flat amount per ticket.

~~During the 2016 calendar year, films licensed from our seven largest distributors based on revenues accounted for approximately 90% of our U.S. admissions revenues.~~ 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 onand popularity of film releases.

~~Fathom Events (‘‘Fathom’’) is a joint venture with several major exhibitors and is the recognized leader in the alternative entertainment industry, offering a variety~~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, Broadway shows, original programming featuring entertainment’s biggest stars, socially relevant documentaries with audience Q&A and much more.Contents

~~AMC~~ Movie Screens

~~During the nine months ended September 30, 2017, we opened 7 new theatres~~The following table provides detail with a total of 64 screens, acquired 126 theatres with 720 screens, which includes the acquisition of Nordic, permanently closed 257 screens including theatre divestitures required as a condition of our acquisition of Carmike, temporarily closed 492 screens and reopened 453 screensrespect to implement our strategy to install consumer experience upgrades. On March 28, 2017, we completed the acquisition of Nordic. As of September 30, 2017, Nordic operated or held a partial interest in 118 theatres with 683 screens (including 51 joint venture theatres with 216 screens) in seven European countries, which further complements our International markets segment.

~~As of September 30, 2017, we had 5,361~~digital delivery, 3D enabled ~~screens, including 204~~projection, large screen formats, such as IMAX^®, and ~~108~~our proprietary Dolby Cinema™, other Premium Large Format (“PLF”) ~~screens; approximately 48% 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

September 30, 2017

December 31, 2016

Digital

11,046

10,558

3D enabled

5,361

5,070

IMAX® (3D enabled)

204

196

Dolby CinemaTM at AMC

82

48

Other PLF (3D enabled)

108

82

Dine-in theatres

430

342

Premium seating

2,423

1,984

~~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.

~~Table of Contents~~

~~As of September 30, 2017, AMC is the largest IMAX~~® ~~exhibitor in the U.S. with a 51% market share, and each of our IMAX~~® local installations is protected by geographic exclusivity. As of September 30, 2017, our IMAX® screen count is 100% greater than our closest competitor. We believe that we have had considerable success with our IMAX® partnership, and in June 2016 we announced an agreement to expand the number of IMAX® ~~screens in our legacy AMC U.S. theatres to 185 by the end of 2019.~~

~~Dolby Cinema™ at AMC.~~ In May 2015, 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.~~

As of September 30, 2017, we have 82 fully operational Dolby Cinema™ at AMC screens in the U.S. In August 2016, we announced the acceleration of our Dolby Cinema™ at AMC deployment. We expect to have 160 Dolby Cinema™ at AMC screens operational by the end of 2018.

~~Other PLF.~~ ~~We believe there is considerable opportunity to add a private label PLF format in many of our locations, with superior sight and sound technology and~~ enhanced ~~seating as contrasted with our traditional auditoriums. These PLF formats (whose branding varies market to market) give AMC the capability to add a premium screen in theatres where an IMAX~~® ~~and/or Dolby Cinema™ at AMC might not be feasible, or where an additional premium format could complement existing premium format screens.~~

~~Technical innovation has allowed us to enhance the consumer experience through premium formats such as 3D, IMAX~~®, and other large screen formats. When combined with our major markets’ customer base, the operating flexibility of digital technology enhances our programming flexibility. This enables us to achieve higher capacity utilization and ticket prices for premium formats, as well as provide incremental revenue from the exhibition of alternative content. Within each of our major markets, we are able to charge a premium for these services relative to our smaller markets. We intend to continue to broaden our content offerings and enhance the customer experience in operating IMAX® ~~screens and through the installation of additional Dolby Cinema™ at AMC screens, our PLF screen concepts, and the presentation of attractive alternative content.~~

~~Guest Amenities~~

~~We continually upgrade the quality of our theatre circuit through substantial renovations featuring our seating concepts, acquisitions, new builds (including expansions), expansion of~~ food and beverage offerings ~~(including dine-in theatres),~~ and ~~by disposing~~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	June 30, 2023	June 30, 2022	June 30, 2023	June 30, 2022
IMAX®	184	185	33	37
Dolby Cinema^TM	158	154	7	8
Other Premium Large Format (“PLF”)	57	56	74	79
Dine-In theatres	667	727	13	13
Premium seating	3,560	3,461	531	591

Seating Concepts and Amenities


	U.S. Markets		International Markets		Consolidated
	Six Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,
	2023	2022	2023	2022	2023	2022
Recliner screens operated	3,560	3,461	531	591	4,091	4,052
Recliner theatres operated	360	357	78	93	438	450
Dine-In screens operated	667	727	13	13	680	740
Dine-In theatres operated	48	51	3	3	51	54
Number of theatres offering alcohol	375	351	230	241	605	592

Loyalty Programs and Other Marketing

As of ~~older~~June 30, 2023, we had more than 30 million member households enrolled in AMC Stubs® A-List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs, combined. During the six months ended June 30, 2023 our AMC Stubs® members represented approximately 45.7% of AMC U.S. markets attendance.

We currently have approximately 15 million members in our various International loyalty programs.

See “Item 1. Business” in our 2022 Annual Report on Form 10-K for additional discussion and information of our screens, ~~through closures~~seating concepts, amenities, loyalty programs and ~~sales. We believe we are an industry leader in the development and operation~~other marketing initiatives.

Holders of theatres. Typically, our theatres have 12 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 the sight and sound experience, install modernized points of sale and, most importantly, replace 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 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 driving a 40% 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 years we typically increase our ticket prices at our reseated theatres by amounts well in excess of price adjustments for our non-renovated theatres.

~~Table of Contents~~

Shares

As of ~~September~~June 30, ~~2017, we now feature recliner seating in~~2023, approximately ~~250 theatres, including Dine-in-Theatres, totaling approximately 2,423 screens. By the end of 2017, we expect to convert an additional 229 screens to recliner seating.~~

Rebalancing of the new supply-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 our AMC seats (over 1.2 million) 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. We most recently deployed new technology by partnering with Atom Tickets to allow guests to utilize Atom’s mobile movie ticketing platform to purchase our tickets. Atom’s technology allows movie-goers to check movie reviews and AMC show times, coordinate movie outings among friends while allowing them to pay separately, and pre-pay for food and beverage items. Our tickets are currently on sale over the internet, directly or through mobile apps, at our own website and app and Fandango, Movietickets.com, Flixster and Atom Tickets. We believe increased 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 that are poised to over perform to larger capacity auditoriums or adding additional auditoriums, thereby maximizing yield.

~~Reserved seating,~~ at some of our busiest theatres, and now available at all of our Manhattan, New York City 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 anxiety around the experience and compels ticket purchases. We believe reserved seating will become increasingly prevalent to the point of being a prerequisite in the medium-term future.

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.

~~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 enhanced food and beverage products to include made-to-order drinks and meals, customized coffee, healthy snacks, premium beers, wine and mixed drinks, flatbread pizzas, more varieties of hot dogs, four flavors of popcorn and other menu items. We plan to invest across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage design improvements to the development of new dine-in theatre options. The costs of these conversions in some cases are partially covered by investments from the theatre landlord. We currently operate 28 Dine-In Theatres 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 casual eating experience.

~~Coca Cola Freestyle~~® puts customers in charge with over 140 drink flavor options in a compact footprint. Our operational excellence and history of innovation rewarded us with first-mover advantage on this new technology, which, as of September 30, 2017, was deployed in substantially all of our legacy AMC theatres. We expect to install Coca Cola Freestyle® ~~machines in 100% of AMC’s domestic theatres, including all former Carmike theatres, by the end of 2017, and we have already begun the rollout at the Odeon theatres.~~

~~Table of Contents~~

~~AMC Stubs~~®

~~AMC Stubs~~® is a 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 a national relaunch of our 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 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 rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs PremiereTM ~~or AMC Stubs Insider~~TM ~~member accumulates 5,000 points they will earn a $5 virtual reward.~~

~~As of September 30, 2017, we had 10,123,000 active member households in the AMC Stubs~~® ~~program. Our AMC Stubs~~® members represented approximately 25% of our attendance during 2017 with an average ticket price 7% 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 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.

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. Points are forfeited upon expiration and recognized as admissions or food and beverage revenues. For the paid tier of the program (AMC Stubs PremiereTM~~), the program’s annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period.~~

~~The following tables reflect AMC Stubs~~® ~~activity during the three and nine months ended September 30, 2017:~~

AMC Stubs® Revenue for

Three Months Ended September 30, 2017


Deferred





Food and


Other Theatre

Membership

Deferred

Admissions

Beverage

Ticketing

Revenues
(In millions)

Fees

Rewards

Revenues

Revenues

Revenues

(Membership Fees)
Balance, June 30, 2017

$
16.5

$
24.5

Membership fees received

5.4

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

6.7

(6.7)

—

—

—
Food and beverage

—

11.4

—

(11.4)

—

—
Rewards redeemed:

Admissions

—

(7.0)

7.0

—

—

—
Food and beverage

—

(10.2)

—

10.2

—

—
Amortization of deferred revenue

(6.5)

—

0.8

1.5

0.7

3.4
For the period ended or balance as of September 30, 2017

$
15.4

$
25.4

$
1.1

$
0.3

$
0.7

$
3.4

~~Table of Contents~~

AMC Stubs® Revenue for

Nine Months Ended September 30, 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

21.6

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

20.2

(20.2)

—

—

—
Food and beverage

—

32.2

—

(32.2)

—

—
Rewards redeemed:

Admissions

—

(20.1)

20.1

—

—

—
Food and beverage

—

(30.2)

—

30.2

—

—
Amortization of deferred revenue

(18.7)

—

2.2

4.4

2.2

9.8
For the period ended or balance as of September 30, 2017

$
15.4

$
25.4

$
2.1

$
2.4

$
2.2

$
9.8

~~The following tables reflect AMC Stubs~~® ~~activity during the three and nine months ended September 30, 2016:~~

AMC Stubs® Revenue for

Three Months Ended September 30, 2016


Deferred





Food and


Other Theatre

Membership

Deferred

Admissions

Beverage

Ticketing

Revenues
(In millions)

Fees

Rewards

Revenues

Revenues

Revenues

(Membership Fees)
Balance, June 30, 2016

$
12.8

$
16.3

Membership fees received

4.2

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

6.2

(6.2)

—

—

—
Food and beverage

—

6.3

—

(6.3)

—

—
Rewards redeemed:

Admissions

—

(6.0)

6.0

—

—

—
Food and beverage

—

(6.1)

—

6.1

—

—
Amortization of deferred revenue

(6.1)

—

0.7

1.4

0.7

3.2
For the period ended or balance as of September 30, 2016

$
10.9

$
16.7

$
0.5

$
1.2

$
0.7

$
3.2

AMC Stubs® Revenue for

Nine Months Ended September 30, 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

17.1

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

15.9

(15.9)

—

—

—
Food and beverage

—

19.3

—

(19.3)

—

—
Rewards redeemed:

Admissions

—

(16.0)

16.0

—

—

—
Food and beverage

—

(19.5)

—

19.5

—

—
Amortization of deferred revenue

(18.3)

—

0.7

1.4

0.7

15.5
For the period ended or balance as of September 30, 2016

$
10.9

$
16.7

$
0.8

$
1.6

$
0.7

$
15.5

~~Table of Contents~~

~~Significant Events~~

~~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 price6.9 million shares of our Class A common stock ~~we performed an interim goodwill impairment test during the third quarter~~and approximately 57.5 million shares of ~~2017. We believe the decline in market capitalization was precipitated~~our AMC Preferred Equity Units were directly registered with our transfer agent by ~~poor box office performance during 2017 and other uncertainties affecting the outlook for performance by us~~17,160 stockholders.

Critical Accounting Estimates

For a discussion of our critical accounting policies and the ~~industry. For further information~~means by which we develop estimates therefore, see ~~Note 3 – Goodwill~~“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ~~the Notes to the Consolidated Financial Statements.~~

~~The following table sets forth the historical closing prices per share of~~ our ~~Class A common stock 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 8, 2017

11.80

As2022 Annual Report on Form 10-K. Other than as discussed above, there have been no material changes from critical accounting estimates described in Note 1—Basis of Presentation, we elected to early adopt 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 a business. 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 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.our Form 10-K.

We determined fair value of our 3 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 represents the present value of the projected cash flows beyond the discrete projection period. The discount 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.

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

Domestic

Odeon

Nordic

Theatres

Theatres

Theatres
Description

September 30, 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 value of the Domestic Theatres, Odeon Theatres, and Nordic Theatres reporting units exceeded their carrying values by approximately 7.2%, 4.2%, and 1.2%, respectively. Accordingly, there was no goodwill impairment recorded as of September 30, 2017.

Prior to completing the goodwill impairment test, we tested the recoverability of long-lived assets and indefinite-lived intangible assets, and concluded these assets were not impaired as of September 30, 2017.

While the fair values of our reporting units exceed the carrying values at the present time, the performance of the reporting units requires 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 (deceeds) the carrying value assuming hypothetical changes in key assumptions for the 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

$
1,049.3

$
1,124.9

7.2%

-9.2%

-6.9%

5.0%

-6.0%
Odeon Theatres

665.9

693.8

4.2%

-4.0%

-1.3%

2.1%

-10.1%
Nordic Theatres

709.2

717.9

1.2%

-3.2%

-1.8%

-3.3%

-1.4%
Total

$
2,424.4

$
2,536.6

4.6%

If the market price of our common stock remains at current levels or 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.

~~Third Amendment to Credit Agreement.~~ On May 9, 2017, we 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. We expensed third party fees of $1.0 million in

~~Table of Contents~~

~~Other expense (income)~~ ~~related to the Third Amendment to our Senior Secured Credit Agreement~~. Significant Events

~~Fourth Amendment to Credit Agreement.~~ Saudi Cinema Company. On June 13, 2017, we 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 AprilDecember 30, ~~2013. The Fourth Amendment increased the revolving loan commitment under the Credit Agreement from $150.0 million to $225.0 million.~~

~~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. As a result of the acquisition, we 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. We also repaid approximately 13.5 million SEK ($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 or held a partial interest in 122 theatres with 683 screens in seven European countries: Sweden, Finland, Estonia, Latvia, Lithuania, Norway and Denmark.

~~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. 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. 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. As a result of the agreement, the we 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, we will no longer anticipate recognizing taxable gains upon the receipt of the new NCM LLC common units. 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 nine months ending September 30, 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

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~~value.~~

~~On September 18, 2017,~~2022, we entered into an agreement to sell ~~12,000,000 common shares~~our 10.0% investment in ~~NCM, Inc.~~Saudi Cinema Company, LLC for ~~approximately $73.1~~SAR 112.5 million ~~representing~~($30.0 million), subject to certain closing conditions. On January 24, 2023, the Saudi Ministry of Commerce recorded a ~~price per share~~sale of ~~$6.09. The sale was completed on September 20, 2017~~equity and we ~~recognized~~received the proceeds on January 25, 2023. We recorded a ~~loss on sale of approximately $17.4 million including transaction costs~~gain on the sale of $15.5 million in investment income during the ~~shares.~~six months ended June 30, 2023.

Debt Repurchases. The below table summarizes the cash debt repurchase transactions during the six months ended June 30, 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	$	58.9	$	36.2	$	33.4	$	1.0
5.875% Senior Subordinated Notes due 2026		4.1		1.7		2.3		0.1
Total related party transactions		63.0		37.9		35.7		1.1
Non-related party transactions:
Second Lien Notes due 2026		82.5		46.2		51.0		2.1
Total non-related party transactions		82.5		46.2		51.0		2.1
Total debt repurchases	$	145.5	$	84.1	$	86.7	$	3.2

Additional Share Issuances Antara. On ~~September 29, 2017,~~December 22, 2022, we ~~sold our remaining 2,800,000 common shares~~entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which we agreed to (i) sell to Antara 106,595,106 AMC Preferred Equity Units for an aggregate purchase price of ~~NCM, Inc. for approximately $18.2~~$75.1 million ~~representing a price per share of $6.49, we recognized a loss on sale of approximately $3.1~~and (ii) simultaneously purchase from Antara $100.0 million ~~including transaction costs on the sale~~aggregate principal amount of the ~~shares.~~

The carrying value of our remaining 23,392,630 NCM common units exceeded the fair value by approximately $11.8 million as of September 30, 2017 based on a September 30, 2017 closing price for NCM of $6.98 per share. Should the market value of our investment in NCM further decline below our carrying value of $7.49, additional impairment may be warranted on the remaining 23,392,630 common units of NCM LLC and so deemed to be an other- than-temporary decline. We believe the decline in fair value as of September 30, 2017 is temporary given the short period of duration of the decline (1 quarter) and the severity of the decline (7% below carrying value). We also have observed quoted market prices of NCM, Inc. common shares subsequent to September 30, 2017 in excess of our carrying value per share.

Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due ~~2027.~~2026 in exchange for 91,026,191 AMC Preferred Equity Units. On ~~March 17, 2017,~~February 7, 2023, we ~~completed an offering of $475.0~~issued 197,621,297 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of our ~~Senior Subordinated~~10%/12% Cash/PIK Toggle Second Lien Notes due ~~2027 (the “Notes due 2027”).~~2026. We ~~capitalized deferred financing costs of approximately $19.8~~recorded $193.7 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 may redeem some or all of the Notes due 2027 at any time on or after May 15, 2022, at the redemption prices set forth in the indenture. In addition, we 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. We 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. We used the net proceeds from the Notes due 2027 private offering, 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.

~~Additional Sterling Notes due 2024.~~ On March 17, 2017, we completed an offering of £250.0 million additional aggregate principal amount of our Sterling Notes due 2024 at 106% plus accrued interest from November 8, 2016, in a private offering. 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 may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019, at the redemption prices set forth in the Indenture. In addition, we 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 at a redemption price as set forth in the Indenture. We may redeem some or all of the Sterling Notes due 2024 at any time prior to November 15, 2019 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. We used the net proceeds from the Sterling Notes due 2024 private offering, 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.

~~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 November 30, 2016, Odeon operated 244 theatres and 2,243 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 acquisitionstockholders’ deficit as a result of ~~purchasing and procurement economies~~the transaction. We paid $1.4 million of ~~scale.~~accrued interest in cash upon exchange of the notes.

~~Carmike Cinemas, Inc.~~ ~~We completed~~Equity Distribution Agreement. During the ~~acquisition~~six months ended June 30, 2023, we raised gross proceeds of ~~Carmike for cash and stock on December 21, 2016.~~

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~~The purchase price for Carmike was $858.2 million comprised of cash of $584.3~~approximately $114.5 million and ~~8,189,808~~paid fees to the Sales Agent and incurred other third-party issuance costs of approximately $2.9 million and $8.3 million, respectively, through our at-the-market offering of approximately 70.5 million 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).~~AMC Preferred Equity Units. 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~~paid $11.0 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~~other third-party issuance costs during the ~~consolidation of corporate related functions and elimination of redundancies.~~

~~Bridge Loan Agreement.~~ ~~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”).~~six months ended June 30, 2023. We ~~borrowed $350.0 million of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016~~no longer have any authorized AMC Preferred Equity Units available for issuance under the ~~Bridge Loan~~Equity Distribution Agreement. ~~The proceeds from the Interim Bridge Loans were used to pay a portion of the acquisition of Carmike.~~

Special Awards.On February ~~13, 2017, we repaid the aggregate principal amount of the Interim Bridge Loan of $350.0 million with a portion of the proceeds from our additional public offering.~~

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

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

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 nine months ended September 30, 2017 and 2016, we paid dividends and dividend equivalents of $78.7 million and $59.1 million, respectively. As of September 30, 2017, we accrued $0.9 million for the remaining unpaid dividends.

~~On October 27, 2017, we declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on December 18, 2017 to stockholders of record on December 4, 2017.~~

~~Stock Repurchases.~~ ~~On August 3, 2017, we announced that our~~23, 2023, AMC’s Board of Directors ~~had~~ approved special awards in lieu of vesting of the 2022 PSU awards. The special awards were accounted for as a ~~$100.0~~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 (improbable-to-probable) which requires us to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $6.23 and $2.22, respectively. During the six months ended June 30, 2023, we recognized $20.2 million ~~share repurchase program~~of additional stock compensation expense.

NCM Bankruptcy. On April 11, 2023, National CineMedia, LLC filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas. NCM is the in-theatre advertising provider for the majority of our theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with us. We do not expect its bankruptcy to ~~repurchase our Class A~~have a material impact on the Company. However, certain payments due to AMC from NCM for periods prior to the bankruptcy filing have been delayed during the pendency of the Chapter 11 proceedings. Additionally, as part of the Plan, on August 7, 2023, NCM issued, 16,581,829 common ~~stock over a two-year period.~~

~~Repurchases may be made at management's discretion from time~~units (“NCM Common Units”) that were owed to ~~time through open-market transactions including block purchases, through privately negotiated transactions, or otherwise over~~AMC as part of the ~~next two years in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares,~~annual common unit adjustment. But under the terms of the Plan and the ~~timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs~~restructuring of the ~~business, market conditions, regulatory requirements, and~~equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan. AMC has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among 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~~things, certain terms of the Plan, including appeal of the court’s order to ~~be repurchased when our management might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate~~approve cancellation of the us to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time. During the three months ended September 30, 2017, we repurchased 1,068,300 shares of Class A common stock at a cost of $16.5 million.

NCM Common Unit Issuance.

Shareholder Litigation. Two putative stockholder class actions have been filed that assert a breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8Del. C. § 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units, the Antara Transactions, and the Charter Amendment Proposals. See Note 11—Commitments and Contingencies and Note 13—Subsequent Events in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I in this Form 10-Q for further information.

Three Months Ended



Nine Months Ended


(In millions)

September 30, 2017

September 30, 2016

% Change

September 30, 2017

September 30, 2016

% Change

Revenues

Admissions

$
753.5

$
496.8

51.7
%
$
2,332.4

$
1,460.6

59.7
%
Food and beverage

361.4

248.9

45.2
%

1,133.1

736.6

53.8
%
Other theatre

63.8

34.1

87.1
%

196.9

112.6

74.9
%
Total revenues

$
1,178.7

$
779.8

51.2
%
$
3,662.4

$
2,309.8

58.6
%
Operating Costs and Expenses

Film exhibition costs

$
364.8

$
259.1

40.8
%
$
1,164.2

$
784.4

48.4
%
Food and beverage costs

60.7

33.9

79.1
%

182.6

102.0

79.0
%
Operating expense

383.2

211.6

81.1
%

1,128.8

613.9

83.9
%
Rent

200.7

121.9

64.6
%

590.9

369.3

60.0
%
General and administrative expense:

Merger, acquisition and transaction costs

5.6

4.9

14.3
%

57.2

15.1

*
%
Other

32.8

19.8

65.7
%

113.4

58.9

92.5
%
Depreciation and amortization

135.2

63.1

*
%

393.9

185.8

*
%
Operating costs and expenses

1,183.0

714.3

65.6
%

3,631.0

2,129.4

70.5
%
Operating income (loss)

(4.3)

65.5

*
%

31.4

180.4

(82.6)
%
Other expense (income):

Other (income) expense

(0.6)

0.1

*
%

(2.3)

—

*
%
Interest expense:

Corporate borrowings

60.8

24.6

*
%

171.7

74.4

*
%
Capital and financing lease obligations

10.6

2.1

*
%

31.7

6.4

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

1.8

(12.0)

*
%

199.1

(28.1)

*
%
Investment (income) expense

(16.6)

0.2

*
%

(21.6)

(9.6)

*
%
Total other (income) expense

56.0

15.0

*
%

378.6

43.1

*
%
Earnings (loss) before income taxes

(60.3)

50.5

*
%

(347.2)

��
137.3

*
%
Income tax provision (benefit)

(17.6)

20.1

*
%

(136.4)

54.6

*
%
Net earnings (loss)

$
(42.7)

$
30.4

*
%
$
(210.8)

$
82.7

*
%

~~(1)~~

~~Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment of our investment in NCM of $204.5 million for the nine months ended September 30, 2017.~~

* Percentage change in excess of 100%

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
Operating Data:

Screen additions

22

—

64

12
Screen acquisitions

15

15

720

26
Screen dispositions

21

—

257

38
Construction openings (closures), net

(53)

(54)

(39)

(131)
Average screens (1)

10,707

5,240

10,640

5,278
Number of screens operated

11,046

5,295

11,046

5,295
Number of theatres operated

1,006

388

1,006

388
Screens per theatre

11.0

13.6

11.0

13.6
Attendance (in thousands) (1)

79,451

51,895

254,441

153,136

(1)

Includes consolidated theatres only and excludes screens offline due to construction.

6043

U.S. Markets

International Markets

Consolidated

Three Months Ended

Three Months Ended

Three Months Ended

September 30,

September 30,

September 30,
(In millions)

2017

2016

2017

2016

2017

2016
Revenues

Admissions

$
531.7

$
495.8

$
221.8

$
1.0

$
753.5

$
496.8
Food and beverage

278.3

248.5

83.1

0.4

361.4

248.9
Other theatre

35.7

34.0

28.1

0.1

63.8

34.1
Total revenues

845.7

778.3

333.0

1.5

1,178.7

779.8
Operating Costs and Expenses

Film exhibition costs

269.2

258.6

95.6

0.5

364.8

259.1
Food and beverage costs

41.2

33.8

19.5

0.1

60.7

33.9
Operating expense

272.9

210.9

110.3

0.7

383.2

211.6
Rent

148.2

121.5

52.5

0.4

200.7

121.9
General and administrative expense:

Merger, acquisition and transaction costs

3.7

4.9

1.9

—

5.6

4.9
Other

16.9

19.8

15.9

—

32.8

19.8
Depreciation and amortization

98.9

63.1

36.3

—

135.2

63.1
Operating costs and expenses

851.0

712.6

332.0

1.7

1,183.0

714.3
Operating income (loss)

(5.3)

65.7

1.0

(0.2)

(4.3)

65.5
Other expense (income):

Other (income) expense

(0.4)

0.1

(0.2)

—

(0.6)

0.1
Interest expense:

Corporate borrowings

60.3

24.6

0.5

—

60.8

24.6
Capital and financing lease obligations

5.0

2.1

5.6

—

10.6

2.1
Equity in (earnings) loss of non-consolidated entities

2.7

(12.0)

(0.9)

—

1.8

(12.0)
Investment (income) expense

(17.0)

0.2

0.4

—

(16.6)

0.2
Total other expense

50.6

15.0

5.4

—

56.0

15.0
Earnings (loss) before income taxes

(55.9)

50.7

(4.4)

(0.2)

(60.3)

50.5
Income tax provision (benefit)

(18.9)

20.1

1.3

—

(17.6)

20.1
Net earnings (loss)

$
(37.0)

$
30.6

$
(5.7)

$
(0.2)

$
(42.7)

$
30.4

U.S. Markets

International Markets

Consolidated

Three Months Ended

Three Months Ended

Three Months Ended

September 30,

September 30,

September 30,

2017

2016

2017

2016

2017

2016
Segment Operating Data:

Screen additions

21

—

1

—

22

—
Screen acquisitions

15

15

—

—

15

15
Screen dispositions

16

—

5

—

21

—
Construction openings (closures), net

(30)

(54)

(23)

—

(53)

(54)
Average screens (1)

8,028

5,224

2,679

16

10,707

5,240
Number of screens operated

8,139

5,279

2,907

16

11,046

5,295
Number of theatres operated

645

387

361

1

1,006

388
Screens per theatre

12.6

13.6

8.1

16.0

11.0

13.6
Attendance (in thousands) (1)

54,269

51,750

25,182

145

79,451

51,895

(1)

Includes consolidated theatres only and excludes screens offline due to construction.

U.S. Markets

International Markets

Consolidated

Nine Months Ended

Nine Months Ended

Nine Months Ended

September 30,

September 30,

September 30,
(In millions)

2017

2016

2017

2016

2017

2016
Revenues

Admissions

$
1,716.3

$
1,457.5

$
616.1

$
3.1

$
2,332.4

$
1,460.6
Food and beverage

904.7

735.3

228.4

1.3

1,133.1

736.6
Other theatre

124.2

112.2

72.7

0.4

196.9

112.6
Total revenues

2,745.2

2,305.0

917.2

4.8

3,662.4

2,309.8
Operating Costs and Expenses

Film exhibition costs

904.7

783.0

259.5

1.4

1,164.2

784.4
Food and beverage costs

129.7

101.7

52.9

0.3

182.6

102.0
Operating expense

824.3

611.4

304.5

2.5

1,128.8

613.9
Rent

445.6

367.9

145.3

1.4

590.9

369.3
General and administrative expense:

Merger, acquisition and transaction costs

54.3

15.1

2.9

—

57.2

15.1
Other

67.8

58.9

45.6

—

113.4

58.9
Depreciation and amortization

294.3

185.8

99.6

—

393.9

185.8
Operating costs and expenses

2,720.7

2,123.8

910.3

5.6

3,631.0

2,129.4
Operating income (loss)

24.5

181.2

6.9

(0.8)

31.4

180.4
Other expense (income):

Other (income) expense

(2.1)

—

(0.2)

—

(2.3)

—
Interest expense:

—

Corporate borrowings

170.2

74.4

1.5

—

171.7

74.4
Capital and financing lease obligations

15.3

6.4

16.4

—

31.7

6.4
Equity in (earnings) loss of non-consolidated entities (1)

200.1

(28.1)

(1.0)

—

199.1

(28.1)
Investment (income) expense

(22.3)

(9.6)

0.7

—

(21.6)

(9.6)
Total other expense

361.2

43.1

17.4

—

378.6

43.1
Earnings (loss) before income taxes

(336.7)

138.1

(10.5)

(0.8)

(347.2)

137.3
Income tax provision (benefit)

(138.0)

54.6

1.6

—

(136.4)

54.6
Net earnings (loss)

$
(198.7)

$
83.5

$
(12.1)

$
(0.8)

$
(210.8)

$
82.7

(1)

~~Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment of our investment in NCM of $204.5 million for the nine months ended September 30, 2017.~~

U.S. Markets

International Markets

Consolidated

Nine Months Ended

Nine Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

2017

2016

2017

2016

2017

2016
Segment Operating Data:

Screen additions

30

12

34

—

64

12
Screen acquisitions

37

26

683

—

720

26
Screen dispositions

218

38

39

—

257

38
Construction openings (closures), net

(3)

(131)

(36)

—

(39)

(131)
Average screens (1)

8,083

5,262

2,557

16

10,640

5,278
Number of screens operated

8,139

5,279

2,907

16

11,046

5,295
Number of theatres operated

645

387

361

1

1,006

388
Screens per theatre

12.6

13.6

8.1

16.0

11.0

13.6
Attendance (in thousands) (1)

179,041

152,717

75,400

419

254,441

153,136

~~(1)~~

Includes consolidated theatres only and excludes screens offline due to construction.

Table of Contents

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~~International markets and any cash distributions of earnings from other equity method investees. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The preceding definition of and adjustments made to GAAP measures to determine Adjusted EBITDA ~~increased by $3.0 million or 2.1% during the three months ended September 30, 2017 compared to the three months ended September 30, 2016.~~are broadly consistent with Adjusted EBITDA as defined in U.S. markets decreased by $36.9 million or 25.5% due primarily to decreases in attendance per average screen and increases in rent, and partially offset by increases in cash distributions from non-consolidated entities. Adjusted EBITDA in international markets increased $39.9 million due primarily to increases in attendance from the ~~Odeon acquisition and the Nordic acquisition.~~

Adjusted EBITDA increased by $113.9 million or 27.1% during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Adjusted EBITDA in U.S. markets increased by $0.1 million. Adjusted EBITDA in international markets increased $113.8 million due primarily to increases in attendance from the Odeon acquisition and Nordic acquisition.

~~The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:~~

Three Months Ended

Nine Months Ended
Adjusted EBITDA (In millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016
U.S. markets (1)

$
107.6

$
144.5

$
420.6

$
420.5
International markets

39.8

(0.1)

113.7

(0.1)
Total Adjusted EBITDA

$
147.4

$
144.4

$
534.3

$
420.4

~~(1)~~

~~Distributions from NCM are reported entirely within the U.S. markets segment.~~

~~Table of Contents~~

~~(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. 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)~~

~~Equity in (earnings) loss of non-consolidated entities includes an other-than-temporary impairment of our investment in NCM of $204.5 million for the nine months ended September 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. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of our investment in NCM of $21.0 million and $22.2 million during the three and nine months ended September 30, 2017, respectively.

~~(3)~~

Includes U.S. non-theatre distributions from equity method investments and International non-theatre distributions from equity method investments to the extent received. We believe including cash distributions is an appropriate reflection of the contribution of these investments to our operations.

~~(4)~~

Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain international markets. See below for a reconciliation of our equity earnings 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 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.

~~Table of Contents~~

~~(5)~~

~~Other income~~ ~~for~~ the nine months ended September 30, 2017 includes $3.2 million financing related foreign currency transaction gains, partially offset by $1.0 million in fees relating to third party fees related to the Third Amendment to our Senior Secured Credit Agreement and a $0.4 million loss on the redemption of the Bridge Loan Facility. Other income ~~for~~ ~~the three months ended September 30, 2017 includes $0.5 million related to financing related foreign currency transaction gains.~~

~~(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~~

Company’s debt indentures.

Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

●

does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;

●

does not reflect changes in, or cash requirements for, our working capital needs;

●

does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments on our debt;

●

excludes income tax payments that represent a reduction in cash available to us; and

●

does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the ~~future; and~~

future.

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

~~New Segment Information~~

~~Our historical results of operation for~~During the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~2023, Adjusted EBITDA in the U.S. markets was $174.8 million compared to $94.4 million during the three months ended June 30, 2022. The year-over-year improvement was primarily due to the decreased net loss driven by an increase in attendance as a result of the popularity of new film releases compared to the prior year. During the three months ended June 30, 2023, Adjusted EBITDA in the International markets was $7.7 million compared to $12.3 million during the three months ended June 30, 2022. The year-over-year decrease was primarily due to a decline in gift card and ~~September~~package ticket expirations and theatre rentals for meetings and declines in government assistance, and primarily offset by the increase in attendance. During the three months ended June 30, ~~2016 reflect~~2023, Adjusted EBITDA in the ~~results of operations for our two Theatrical Exhibition operating segments,~~ U.S. markets and International ~~markets.~~markets was $182.5 million compared to $106.7 million during the three months ended June 30, 2022, driven by the aforementioned factors impacting Adjusted EBITDA.

~~Prior~~During the six months ended June 30, 2023, Adjusted EBITDA in the U.S. markets was $185.7 million compared to $51.0 million during the six months ended June 30, 2022. The year-over-year improvement was primarily due to the ~~acquisition~~decreased net loss driven by an increase in attendance as a result of ~~Odeon~~the popularity of new film releases compared to the prior year and decreases in rent expense. During the six months ended June 30, 2023, Adjusted EBITDA in the International markets was $3.9 million compared to $(6.0) million during the six months ended June 30, 2022. The year-over-year improvement was primarily due to the decreased net loss driven by the increase in attendance as a result of the popularity of new film releases compared to the prior year, partially offset by a decline in gift card and package ticket expirations and theatre rentals for meetings, and decreases in government assistance. During the six months ended June 30, 2023, Adjusted EBITDA in the U.S. markets and International markets was $189.6 million compared to $45.0 million during the six months ended June 30, 2022, driven by the aforementioned factors impacting Adjusted EBITDA.

Table of Contents

The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:


	Three Months Ended				Six Months Ended
Adjusted EBITDA (In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
U.S. markets	$	174.8	$	94.4	$	185.7	$	51.0
International markets		7.7		12.3		3.9		(6.0)
Total Adjusted EBITDA	$	182.5	$	106.7	$	189.6	$	45.0


	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net earnings (loss)	$	8.6	$	(121.6)	$	(226.9)	$	(459.0)
Plus:
Income tax provision		0.4		0.6		2.3		0.7
Interest expense		102.6		90.3		203.7		182.7
Depreciation and amortization		96.8		97.4		190.4		196.1
Certain operating expense (1)		(0.9)		3.9		0.2		6.2
Equity in (earnings) loss of non-consolidated entities		(0.8)		1.0		(2.2)		6.1
Cash distributions from non-consolidated entities (2)		1.7		0.9		1.7		1.6
Attributable EBITDA (3)		(0.3)		(0.2)		0.2		—
Investment expense (income) (4)		5.1		57.3		(8.4)		(6.1)
Other expense (income) (5)		(30.1)		(35.1)		12.7		104.7
Other non-cash rent benefit (6)		(9.0)		(6.9)		(18.6)		(14.0)
General and administrative — unallocated:
Merger, acquisition and other costs (7)		0.6		(0.3)		0.8		0.1
Stock-based compensation expense (8)		7.8		19.4		33.7		25.9
Adjusted EBITDA	$	182.5	$	106.7	$	189.6	$	45.0

(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, disposition of assets and other non-operating gains or losses included in operating expenses. We have excluded these items as they are non-cash in nature or are non-operating in nature.

(2)

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

(3)

Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of our equity in 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.

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	Three Months Ended				Six Months Ended
(In millions)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Equity in (earnings) loss of non-consolidated entities	$	(0.8)	$	1.0	$	(2.2)	$	6.1
Less:
Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures		(1.5)		0.1		(2.6)		0.4
Equity in loss of International theatre joint ventures		(0.7)		(0.9)		(0.4)		(5.7)
Income tax benefit		(0.1)		—		(0.2)		—
Investment expense		—		0.2		0.1		0.2
Interest expense		0.1		—		0.1		—
Impairment of long-lived assets		—		—		—		4.2
Depreciation and amortization		0.4		0.5		0.6		1.3
Attributable EBITDA	$	(0.3)	$	(0.2)	$	0.2	$	—

(4)

Investment expense (income) during the three months ended June 30, 2023 primarily includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $3.2 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $2.3 million and interest income of $(2.5) million. During the three months ended June 30, 2022, investment expense (income) included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Corporation of $27.8 million and deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $20.0 million.

Investment expense (income) during the six months ended June 30, 2023 includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $5.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft Mining Holding Corporation of $4.6 million, a $(15.5) million gain on ~~November~~the sale of the Company’s investment in Saudi Cinema Company, LLC, and interest income of $(4.8) million. During the six months ended June 30, ~~2016, we reported one reportable segment, Theatrical Exhibition.~~ 2022, investment expense (income) included appreciation in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $(1.0) million and appreciation in estimated fair value of the Company’s investment to purchase common shares of Hycroft Mining Holding Corporation of $(15.1) million.

(5)

Other expense (income) during the three months ended June 30, 2023 includes a non-cash litigation contingency adjustment of $(1.2) million, income related to foreign currency transaction gains of $(7.5) million and gains on debt extinguishment of $(21.6) million. During the three months ended June 30, 2022, other expense (income) included gain on debt extinguishment of $(38.6) million and foreign currency transaction losses of $3.6 million.

Other expense (income) during the six months ended June 30, 2023 includes a non-cash litigation contingency reserve charge of $115.4 million, partially offset by a gain on debt extinguishment of $(86.7) million and foreign currency transaction gains of $(16.2) million. During the six months ended June 30, 2022, other expense (income) included loss on debt extinguishment of $96.4 million and foreign currency transaction losses of $8.4 million.

(6)

(7)

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

(8)

Non-cash expense included in general and administrative: other.

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Segment Information

Our historical results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, includes one theatre in~~2023 and June 30, 2022 reflect the ~~U.K. which is now reported as part~~results of operations for our two theatrical exhibition reportable segments, U.S. markets and International ~~markets reportable segment effective with the~~

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~~Odeon acquisition on November 30, 2016.~~markets.

Results of Operations—For the Three Months ~~Ended September~~ended June 30, ~~2017 and September~~2023 Compared to the Three Months ended June 30, ~~2016~~2022

Condensed Consolidated Results of Operations

Revenues.Total revenues increased ~~51.2%~~$181.5 million or ~~$398.9 million~~15.6%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016.~~2022. Admissions revenues increased ~~51.7%,~~$93.1 million or ~~$256.7 million~~14.3%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to ~~a 53.1%~~an increase in attendance ~~partially offset by~~of 12.2% from 59.1 million patrons to 66.4 million patrons and a ~~0.9% decrease~~1.8% increase in average ticket price. The increase in attendance was primarily due to the ~~acquisition~~popularity of ~~Odeon in November 2016,~~film product compared to the ~~acquisition of Carmike in December 2016 and the acquisition of Nordic in March 2017.~~prior year. The ~~decrease~~increase in average ticket price was primarily due to ~~the acquisition~~increased attendance for 3D content, partially offset by higher frequency of ~~Odeon where the average ticket price in~~use by subscribers to our ~~International markets is lower than in our U.S. markets. Total admissions~~A-List program.

Food and beverage revenues ~~were~~ increased ~~by rewards redeemed, net of deferrals of $1.1~~$91.5 million ~~and $0.5 million related to rewards accumulated under AMC Stubs~~®or 23.1%, during the three months ended ~~September~~June 30, ~~2017 and September 30, 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 45.2%, or $112.5 million, during the three months ended September 30, 2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in attendance ~~partially offset by a 5.2% decrease~~and an increase in food and beverage ~~revenues~~ per patron. ~~The decrease~~Food and beverage per patron increased 9.7% from $6.71 to $7.36 due primarily to an increase in average prices, the percentage of guests making transactions, units purchased per transaction and the lifting of COVID-19 restrictions on the sale of 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~~partially offset by higher frequency from our U.S. markets. Total food and beverage revenues were increased by rewards redeemed, net of deferrals, of $0.3 million and were decreased by rewards redeemed, net of deferrals, of $1.2 million related to rewards accumulated under AMC Stubs® loyalty members.

Total other theatre revenues decreased $3.1 million or 2.6%, during the three months ended ~~September~~June 30, ~~2017 and September 30, 2016, respectively.~~

~~Total other theatre revenues increased 87.1%, or $29.7 million during the three months ended September 30, 2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to ~~increases~~decreases in income from ~~the Odeon, Carmike~~gift cards and ~~Nordic acquisitions. Other theatre revenues include revenues for ticketing fees, advertising,~~package tickets and theatre ~~rentals.~~rentals for meetings, partially offset by increases in ticket fees due to the increase in attendance.

Operating costs and expenses. Operating costs and expenses increased ~~65.6%,~~$80.6 million or ~~$468.7 million~~6.8%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016. The increase 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.~~2022. Film exhibition costs increased ~~40.8%,~~$54.4 million or ~~$105.7 million~~16.6%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in ~~admissions revenues.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~48.4%~~51.5% for the three months ended ~~September~~June 30, ~~2017 and 52.2%~~2023, compared to 50.5% for the three months ended ~~September~~June 30, ~~2016. Film~~2022. The increase in film exhibition ~~costs as a~~cost percentage is primarily due to the concentration of ~~admissions~~box office revenues in ~~our International markets are much lower than~~higher grossing films in ~~our U.S. markets.~~

the current year, which typically results in higher film exhibition costs.

Food and beverage costs increased ~~79.1%,~~$27.1 million or ~~$26.8 million~~42.0%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, 2016. As a percentage of food and beverage revenues, food and beverage costs were 16.8% for the three months ended September 30, 2017 and 13.6% for the three months ended September 30, 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.2022. The increase in food and beverage costs was primarily due to the increase in food and beverage ~~revenues. Food~~sales and ~~beverage gross profit per patron decreased 8.7%, and is calculated as~~increases in product costs. As a percentage of 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.~~

were 18.8% for the three months ended June 30, 2023 and 16.3% for the three months ended June 30, 2022.

As a percentage of revenues, operating expense was ~~32.5%~~30.6% for the three months ended ~~September~~June 30, ~~2017~~2023, and ~~27.1%~~34.5% for the three months ended ~~September~~June 30, ~~2016.~~2022. Rent expense ~~increased 64.6%~~decreased 0.7%, or ~~$78.8~~$1.6 million, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016, primarily from the increase in the number of theatres operated due to the acquisitions of Odeon, Carmike and Nordic.~~

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~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs were $5.6 million during the three months ended September 30, 2017 compared to $4.9 million during the three months ended September 30, 2016, primarily due to an increase in professional and consulting costs and increased merger and acquisition activity associated with our 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 increased $13.0 million during the three months ended September 30, 2017 compared to the three months ended September 30, 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 $72.1 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016, primarily due to the increase in depreciable assets resulting from the acquisitions of Odeon, Carmike and Nordic, as well as capital expenditures of $467.7 million during the nine months ended September 30, 2017 and $421.7 million during the year ended December 31, 2016.

~~Other Expense (Income):~~

~~Other expense (income).~~ ~~Other income of $0.6 million during the three months ended September 30, 2017 is primarily due to financing related~~ ~~foreign currency transaction gains~~.

~~Interest expense.~~ Interest expense increased $44.7 million to $71.4 million for the three months ended September 30, 2017 compared to $26.7 million for the three months ended September 30, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($334.8 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, 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 ($334.8 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 3.48% as of September 30, 2017. We also assumed $224.0 million of capital and financing lease obligations from Carmike, $367.3 million of capital and financing lease obligations from Odeon and $15.1 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 were $1.8 million for the three months ended September 30, 2017 compared to equity in earnings of $12.0 million for the three months ended September 30, 2016. The decrease in equity in earnings of non-consolidated entities of $13.8 million was primarily due to loss on sales of NCM shares of $21.0 million, partially offset by an increase in earnings from NCM of $6.7 million.~~See “Significant Events—NCM Agreement” above for further information regarding the loss on sale of NCM shares.~~

~~Investment (income) expense.~~ Investment income was $16.6 million for the three months ended September 30, 2017 compared to investment expense of $0.2 million for the three months ended September 30, 2016. The increase in investment income was primarily due to the $17.2 million gain on the sale of Open Road.

~~Income tax provision (benefit).~~ ~~The income tax benefit was $17.6 million for the three months ended September 30, 2017 and income tax provision was $20.1 million for the three months ended September 30, 2016.~~2022. See Note 7—~~Income Taxes of~~2—Leases in the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~information on the impact of COVID-19 on leases and rent obligations of approximately $96.5 million that have been deferred to future years as of June 30, 2023.

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~~Net earnings (loss).~~ ~~Net loss was $42.7 million~~Merger, acquisition, and ~~net earnings was $30.4~~other costs. Merger, acquisition, and other costs were $0.6 million during the three months ended ~~September~~June 30, ~~2017 and September 30, 2016, respectively. Net loss during the three months ended September 30, 2017~~2023, compared to net earnings during the three months ended September 30, 2016 were negatively impacted by the decreases in average ticket price, decreases in food and beverage per patron, and increases in operating expense, rent, depreciation and amortization expense, loss on sale of NCM shares, interest expense, and general and administrative expense (other and merger, acquisition and transaction costs), partially offset by the increase in attendance related to the Odeon, Carmike and Nordic acquisitions, the $17.2 million gain on sale of Open Road and increase in income tax benefit.

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

~~Revenues.~~ ~~Total revenues increased 8.7% or $67.4~~$(0.3) million during the three months ended ~~September~~June 30, ~~2017~~2022.

Other. Other general and administrative expense decreased 13.9% or $9.4 million, during the three months ended June 30, 2023, compared to the three months ended ~~September~~June 30, ~~2016. Admissions revenues increased 7.2%~~2022 due primarily to declines in stock-based compensation expense of $11.6 million related to lower expectations of performance versus goals in the current year compared to the prior year, partially offset by higher legal costs in the current year. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

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Depreciation and amortization. Depreciation and amortization decreased $0.6 million or 0.6%, ~~or $35.9~~during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Other income. Other income of $31.1 million during the three months ended ~~September~~June 30, ~~2017~~2023 was primarily due to $1.2 million of income related to a proposed settlement of the Shareholder Litigation comprised of $1.2 million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, gains on extinguishment of debt of $21.6 million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026 and $7.5 million in foreign currency transaction gains. Other income of $43.7 million during the three months ended June 30, 2022 was primarily due to a gain on extinguishment of debt of $38.6 million related to the redemption of $72.5 million of aggregate principal amount of the Second Lien Notes due 2026, $8.5 million in government assistance related to COVID-19 and partially offset by $3.6 million of foreign currency transaction losses. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other income.

Interest expense. Interest expense increased $12.3 million to $102.6 million for the three months ended June 30, 2023 compared to $90.3 million during the three months ended June 30, 2022 primarily due to:

●

the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022; and

●

the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

●

the extinguishment of $359.6 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to June 2023; and

●

the extinguishment of £147.6 million and €312.2 million ($476.6 million) 10.75%/11.25% Cash/PIK Term Loans due 2023 on October 20, 2022.

Equity in (earnings) loss of non-consolidated entities. Equity in (earnings) loss of non-consolidated entities was ($0.8) million for the three months ended June 30, 2023, compared to a loss of $1.0 million for the three months ended June 30, 2022.

Investment expense. Investment expense was $5.1 million for the three months ended June 30, 2023, compared to $57.3 million for the three months ended June 30, 2022. Investment expense in the current year includes $3.2 million of decline in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation, $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and $2.1 million of expense for NCM common units, partially offset by interest income of $2.5 million. Investment expense of $57.3 million in the prior year includes $27.8 million of decline in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation, $20.0 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and $9.6 million decline in estimated fair value of our investment in NCM common units.

Income tax provision. The income tax provision was $0.4 million and $0.6 million for the three months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net earnings (loss). Net earnings (loss) was $8.6 million and $(121.6) million during the three months ended June 30, 2023 and June 30, 2022, respectively. Net earnings (loss) during the three months ended June 30, 2023 compared to net earnings (loss) for the three months ended June 30, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization expense, decreases in general and administrative expenses, decreases in equity in losses, decreases in investment expense and decreases in income tax provision, partially offset by decreases in other income and increases in interest expense.

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Theatrical Exhibition—U.S. Markets

Revenues. Total revenues increased $179.5 million or 19.8%, during the three months ended June 30, 2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022. Admissions revenues increased $87.9 million or 17.5%, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to ~~a 4.8%~~an increase in attendance of 15.0% from 43.5 million patrons to 50.0 million patrons and a 2.3% increase in average ticket price. The increase in attendance was primarily due to the ~~acquisition~~popularity of ~~Carmike in December 2016.~~film product compared to the prior year. The increase in average ticket price was primarily due to ~~increases in~~increased attendance for ~~PLF and IMAX~~® ~~premium formats and increases in prices for traditional that were~~3D content, partially offset by ~~declines in attendance for 3D premium formats. Total admissions revenues were increased~~higher frequency of use by ~~rewards redeemed, net of deferrals of $1.1 million and $0.5 million related~~subscribers to ~~rewards accumulated under AMC Stubs~~® ~~during the three months ended September 30, 2017 and September 30, 2016, respectively. The rewards accumulated under AMC Stubs~~® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~

our A-List program.

Food and beverage revenues increased ~~12.0%,~~$83.8 million or ~~$29.8 million~~25.6%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in attendance ~~due to the Carmike acquisition~~ and ~~the~~an increase in food and beverage ~~revenues~~per patron. Food and beverage per patron ~~of 6.9%. The~~increased 9.3% from $7.52 to $8.22 due primarily to an increase in ~~food~~average prices, the percentage of guests making transactions and ~~beverage revenues~~units purchased per ~~patron was primarily due to increases in prices and the success of~~transaction, partially offset by higher frequency from our ~~initiatives.~~

AMC Stubs loyalty members.

Total other theatre revenues increased ~~5.0%,~~$7.8 million or ~~$1.7 million~~9.8%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to increases ~~from the Carmike acquisition for internet ticketing~~in ticket fees ~~partially offset by declines in income from exchange tickets~~ due to ~~declines~~the increase in ~~sales volume and estimated rates of non-presentment.~~ attendance.

Operating costs and expenses. Operating costs and expenses increased ~~19.4%,~~$82.9 million or ~~$138.4 million~~9.2%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016.~~2022. Film exhibition costs increased ~~4.1%,~~$51.3 million or ~~$10.6 million,~~19.1%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in ~~admissions revenues.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~50.6%~~54.3% for the three months ended ~~September~~June 30, ~~2017~~2023, compared to ~~52.2%~~53.6% for the three months ended ~~September~~June 30, ~~2016,~~2022. The increase in film exhibition cost percentage is primarily due to the ~~popularity~~concentration of box office revenues in higher grossing films in the ~~prior~~current year, which typically results in higher film ~~rent terms.~~

exhibition costs.

Food and beverage costs increased ~~21.9%,~~$24.3 million or ~~$7.4 million,~~50.8%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016.~~2022. The increase in food and beverage costs was primarily due to the increase in food and beverage sales, increases in product costs, and product mix. As a percentage of food and beverage revenues, food and beverage costs were ~~14.8%~~17.5% for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~13.6%~~14.6% for the three months ended ~~September~~June 30, 2016. The increase in food and beverage costs was primarily due to the increase cost associated with our new enhanced menu items included in Feature Fare. Food and beverage gross profit per patron increased 5.3%, and is calculated as food and beverage revenues less food and beverage costs divided by attendance.

2022.

As a percentage of revenues, operating expense was ~~32.3%~~28.7% for the three months ended ~~September~~June 30, ~~2017~~2023, and ~~27.1%~~32.5% for the three months ended ~~September~~June 30, ~~2016.~~2022. Rent expense increased ~~22.0%~~0.5%, or ~~$26.7~~$0.8 million, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~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 $3.7 million during the three months ended September 30, 2017 compared to $4.9 million during the three months ended September 30, 2016. The merger, acquisition and transaction costs are ~~costs and expenses incurred principally at the~~

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~~corporate office in the investigation, negotiation, financing and transition of acquisitions.~~

~~Other.~~ Other general and administrative expense decreased $2.9 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016, due primarily to decreases in bonuses and a reversal of stock-based compensation expense as a result of operating performance.

~~Depreciation and amortization.~~ Depreciation and amortization increased $35.8 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016, primarily due to the increase in depreciable assets resulting from the acquisition of Carmike, as well as capital expenditures of $416.6 million during the nine months ended September 30, 2017 and $412.8 million during the year ended December 31, 2016.

~~Other Expense (Income):~~

~~Other expense (income).~~ ~~Other income of $0.4 million during the three months ended September 30, 2017 is primarily due to financing related~~ ~~foreign currency transaction gains.~~

~~Interest expense.~~ Interest expense increased $38.6 million to $65.3 million for the three months ended September 30, 2017 compared to $26.7 million for the three months ended September 30, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($334.8 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, 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 ($334.8 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 3.48% as of September 30, 2017. We also assumed $224.0 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 $2.7 million for the three months ended September 30, 2017 compared to equity earnings of $12.0 million for the three months ended September 30, 2016. The decrease in equity in earnings of non-consolidated entities of $14.7 million was primarily due to loss on sales of NCM, Inc. shares of $21.0 million, partially offset by an increase in earnings from NCM of $6.7 million.~~See “Significant Events—NCM Agreement” above for further information regarding the loss on sale.~~

~~Investment (income) expense.~~ Investment income was $17.0 million and investment loss of $0.2 million for the three months ended September 30, 2017 and three months ended September 30, 2016, respectively. The increase in investment income was primarily due to the $17.2 million gain on the sale of Open Road.

~~Income tax provision (benefit).~~ ~~The income tax benefit was $18.9 million for the three months ended September 30, 2017 and income tax provision was $20.1 million for the three months ended September 30, 2016.~~2022. See Note 7—~~Income Taxes of~~2—Leases in the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~ information on the impact of COVID-19 on leases and rent obligations of approximately $84.1 million that have been deferred to future years as of June 30, 2023.

~~Net earnings (loss).~~ ~~Net loss was $37.0 million~~Merger, acquisition, and ~~net earnings was $30.6~~other costs. Merger, acquisition, and other costs were $0.6 million during the three months ended ~~September~~June 30, ~~2017 and September 30, 2016, respectively. Net loss during the three months ended September 30, 2017~~2023, compared to net earnings during the three months ended September 30, 2016 were negatively impacted by the loss on sale of NCM, Inc. shares of $21.0 million, rent, depreciation and amortization expense, and interest expense related to the Carmike acquisition, partially offset by the increase in attendance related to the Carmike acquisition, increases in food and beverage revenues per patron, average ticket prices, the $17.2 million gain on the sale of Open Road and declines in general and administrative expense (other and merger, acquisition and transaction costs).

~~Theatrical Exhibition - International Markets~~

~~Revenues.~~ ~~Total revenues increased $331.5~~$0.4 million during the three months ended ~~September~~June 30, ~~2017~~2022.

Other. Other general and administrative expense decreased 18.6% or $9.2 million, during the three months ended June 30, 2023, compared to the three months ended ~~September~~June 30, ~~2016. Admissions revenues increased $220.8~~2022 due primarily to declines in stock-based compensation expense of $10.2 million related to lower expectations of performance versus goals in the current year compared to the prior year, partially offset by higher legal costs in the current year.See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $1.7 million or 2.2%, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Other income. Other income of $23.7 million during the three months ended ~~September~~June 30, ~~2017~~2023 was primarily due to $1.2 million of income related to a proposed settlement of the Shareholder Litigation comprised of $1.2 million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued

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to holders of AMC Class A Common Stock, gains on extinguishment of debt of $21.6 million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026. Other income of $38.8 million during the three months ended June 30, 2022 was primarily due to a gain on extinguishment of debt of $38.6 million related to the redemption of $72.5 million of aggregate principal amount of the Second Lien Notes due 2026. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other income and Note 11—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this form 10-Q for additional information about our legal contingencies and settlements.

Interest expense. Interest expense increased $15.3 million to $86.9 million for the three months ended June 30, 2023 compared to $71.6 million during the three months ended June 30, 2022, primarily due to:

●

the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

●

the extinguishment of $359.6 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to June 2023.

Equity in (earnings) loss of non-consolidated entities. Equity in (earnings) loss of non-consolidated entities was $(1.3) million for the three months ended June 30, 2023, compared to a loss of $0.5 million for the three months ended June 30, 2022.

Income tax provision. The income tax provision was $0.6 million and $0.2 million for the three months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net earnings (loss). Net earnings (loss) was $31.7 million and $(88.1) million during the three months ended June 30, 2023 and June 30, 2022, respectively. Net earnings (loss) during the three months ended June 30, 2023 compared to net earnings (loss) for the three months ended June 30, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in depreciation and amortization expense, decreases in general and administrative expenses, decreases in equity in losses and decreases in investment expense, partially offset by increases in rent expense, decreases in other income, increases in interest expense and increases in income tax provision.

Theatrical Exhibition—International Markets

Revenues. Total revenues increased $2.0 million or 0.8%, during the three months ended June 30, 2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022. Admissions revenues increased $5.2 million or 3.5%, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to an increase in attendance of 4.6% from 15.6 million patrons to 16.3 million patrons and partially offset by a 1.1% decrease in average ticket price. The increase in attendance was primarily due to the ~~acquisitions~~popularity of ~~Odeon on November 30, 2016 and Nordic on March 28, 2017. Prior~~film product compared 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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prior year.

Food and beverage revenues increased ~~$82.7~~$7.7 million or 11.1%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in attendance and an increase in food and beverage per patron. Food and beverage per patron increased 6.3% from $4.44 to $4.72 due primarily to the ~~acquisitions~~lifting of ~~Odeon~~COVID-19 restrictions on the sale of food and ~~Nordic.~~beverage and strategic pricing initiatives put in place over the prior year.

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Total other theatre revenues ~~increased $28.0~~decreased $10.9 million or 27.7%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the ~~acquisition of Odeon~~decline in gift card and ~~Nordic. Other theatre revenues include revenues for advertising~~package ticket expirations and theatre ~~rentals.~~rentals for meetings.

Operating costs and expenses. Operating costs and expenses ~~increased $330.3~~decreased $2.3 million or 0.8%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016 due to the acquisitions.~~2022. Film exhibition costs increased ~~$95.1~~$3.1 million or 5.2%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in ~~admissions revenues.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~43.1%~~40.7% for the three months ended ~~September~~June 30, ~~2017 and 50.0%~~2023, compared to 40.1% for the three months ended ~~September~~June 30, ~~2016.~~

2022. 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.

Food and beverage costs increased ~~$19.4~~$2.8 million or 16.7%, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016.~~2022. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues ~~due to the acquisitions of Odeon~~ and ~~Nordic.~~increases in product costs. As a percentage of food and beverage revenues, food and beverage costs were ~~23.5%~~25.4% for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~25.0%~~24.2% for the three months ended ~~September~~June 30, ~~2016.~~

2022.

As a percentage of revenues, operating expense was ~~33.1%~~38.2% for the three months ended ~~September~~June 30, ~~2017~~2023, and ~~46.7% during~~41.3% for the three months ended ~~September~~June 30, ~~2016.~~2022. Rent expense ~~increased $52.1~~decreased 4.3%, or $2.4 million, during the three months ended ~~September~~June 30, ~~2017~~2023, compared to the three months ended ~~September~~June 30, ~~2016 due to the increase in the number of theatres operated as a result of the Odeon and Nordic acquisitions.~~

~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs increased $1.9 million during the three months ended September 30, 2017 compared to the three months ended September 30, 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 included 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 $15.9 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 due to the Odeon and Nordic acquisitions.

~~Depreciation and amortization.~~ Depreciation and amortization increased $36.3 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016, due to the increase in depreciable assets resulting from the Odeon and Nordic acquisitions.

~~Interest expense.~~ Interest expense increased $6.1 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, primarily due to interest expense related to approximately $367.3 million of capital and financing lease obligations assumed from Odeon and $15.1 million of capital and financing lease obligations from Nordic with interest rates ranging from 5.1% to 6.4%.

~~Income tax provision (benefit).~~ ~~The income tax provision increased $1.3 million for the three months ended September 30, 2017.~~2022. See Note 7—~~Income Taxes of~~2—Leases in the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~information on the impact of COVID-19 on leases and rent obligations of approximately $12.4 million that have been deferred to future years as of June 30, 2023.

~~Net earnings (loss).~~ ~~Net loss increased $5.5~~Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.0 million during the three months ended ~~September~~June 30, ~~2017~~2023, compared to $(0.7) million during the three months ended June 30, 2022.

Other. Other general and administrative expense decreased 1.1% or $0.2 million, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022 due primarily to declines in stock-based compensation expense of $1.4 million related to lower expectations of performance goals in the current year compared to the prior year. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization increased $1.1 million or 5.2%, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022.

Other income. Other income of $7.4 million during the three months ended June 30, 2023 was primarily due to $7.5 million in foreign currency transaction gains. Other income of $4.9 million during the three months ended June 30, 2022 was primarily due to $8.5 million in government assistance related to COVID-19 and partially offset by $3.6 million of foreign currency transaction losses. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).

Interest expense. Interest expense decreased $3.0 million to $15.7 million for the three months ended June 30, 2023 compared to $18.7 million during the three months ended June 30, 2022, primarily due to:

●

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,

partially offset by:

●

the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022.

Equity in loss of non-consolidated entities. Equity in loss of non-consolidated entities was $0.5 million for the three months ended June 30, 2023 and 2022.

Income tax provision (benefit). The income tax provision (benefit) was ($0.2) million and $0.4 million for the three months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

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Net loss. Net loss was $23.1 million and $33.5 million during the three months ended June 30, 2023 and June 30, 2022, respectively. Net loss during the three months ended June 30, 2023 compared to net loss for the three months ended June 30, 2022 was positively impacted by the increase in attendance as a result of the ~~Odeon~~popularity of new film releases compared to the prior year, decreases in rent expense, increases in other income and ~~Nordic acquisitions.~~decreases in income tax provision, partially offset by increases in general and administrative expenses, increases in depreciation and amortization expense and decreases in other revenues.

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Results of Operations—For the ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2017 and September~~2023 Compared to the Six Months ended June 30, ~~2016~~2022

Condensed Consolidated Results of Operations

Revenues. Total revenues increased ~~58.6%~~$350.2 million or ~~$1,352.6 million~~17.9%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Admissions revenues increased ~~59.7%,~~$183.4 million or ~~$871.8 million~~16.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to ~~a 66.2%~~an increase in attendance ~~partially offset by~~of 16.1% from 98.2 million patrons to 114.0 million patrons and a ~~3.9% decrease~~0.5% increase in average ticket price. The increase in attendance was primarily due to the ~~acquisition~~popularity of ~~Odeon in November 2016,~~film product compared to the ~~acquisition of Carmike in December 2016 and the acquisition of Nordic in March 2017.~~prior year. The ~~decrease~~increase in average ticket price was primarily due to ~~the acquisition~~increased attendance for 3D content partially offset by higher frequency of ~~Odeon where the average ticket price~~use by subscribers to our A-List program and a decrease in our International markets is lower than in our U.S. markets. Total admissions revenues were increased by rewards redeemed, net of deferrals of $2.1 million and $0.8 million during the nine months ended September 30, 2017 and September 30, 2016, respectively. The rewards accumulated under AMC Stubs® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~

foreign currency translation rates.

Food and beverage revenues increased ~~53.8%,~~$167.7 million or ~~$396.5 million,~~25.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in attendance ~~due to the acquisitions, partially offset by a 7.5% decrease~~and an increase in food and beverage ~~revenues~~ per patron. ~~The decrease~~Food and beverage per patron increased 8.5% from $6.61 to $7.17 due primarily to an increase in average prices, the percentage of guests making transactions, units purchased per transaction and the lifting of COVID-19 restrictions on the sale of food and beverage ~~revenues per patron was primarily due to the acquisitions of Odeon~~in certain international markets, partially offset by higher frequency from our AMC Stubs loyalty members and ~~Nordic where food and beverage revenues per patron~~a decrease in International markets is much lower than in our U.S. markets. Total food and beverage revenues were increased by rewards redeemed, net of deferrals, of $1.2 million and $1.6 million during the nine months ended September 30, 2017 and September 30, 2016, respectively.foreign currency translation rates.

Total other theatre revenues ~~increased 74.9%,~~decreased $0.9 million or ~~$84.3 million~~0.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to ~~increases~~lower income from gift cards and package tickets, lower income from theatre meetings and the ~~Odeon, Carmike~~decrease in foreign currency translation rates, partially offset by the increase in ticket fees due to the increase in attendance, advertising and ~~Nordic acquisitions.~~retail sales.

Operating costs and expenses. Operating costs and expenses increased ~~70.5%,~~$190.6 million or ~~$1,501.6 million~~8.9%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Film exhibition costs increased ~~48.4%,~~$110.8 million or ~~$379.8 million,~~21.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in ~~admissions revenues as a result of the acquisitions.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~49.9%~~49.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 53.7%~~2023, compared to 47.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2016. Film~~2022. The increase in film exhibition ~~costs as a~~cost percentage is primarily due to the concentration of ~~admissions~~box office revenues in ~~our International markets are much lower than~~higher grossing films in ~~our U.S. markets.~~

the current year, which typically results in higher film exhibition costs.

Food and beverage costs increased ~~79.0%,~~$45.9 million or ~~$80.6 million~~42.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, 2016. As a percentage of food and beverage revenues, food and beverage costs were 16.1% for the nine months ended September 30, 2017 and 13.8% for the nine months ended September 30, 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.2022. The increase in food and beverage costs was primarily due to the increase in food and beverage ~~revenues. Food~~revenues and ~~beverage gross profit per patron decreased 9.7%,~~increases in product costs and ~~is calculated as~~obsolescence. As a percentage of 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.~~

were 18.7% for the six months ended June 30, 2023 and 16.5% for the six months ended June 30, 2022.

As a percentage of revenues, operating expense was ~~30.8%~~34.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, and ~~26.6%~~38.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Rent expense ~~increased 60.0%~~decreased 4.3%, or ~~$221.6~~$19.1 million, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~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 $57.2 million during the nine months ended September 30, 2017 compared to $15.1 million during the nine months ended September 30, 2016. This increase was primarily due to expenses incurred in connection with the DOJ final judgment for the Carmike acquisition, an increase in professional and consulting costs and increased merger and acquisition activity associated with our Carmike, Odeon, and Nordic acquisitions. 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.~~

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~~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 nine months ended September 30, 2017.

~~Other.~~ ~~Other general and administrative expense increased $54.5 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016,~~2022, due primarily to the ~~acquisitions~~early termination of ~~Odeon and Nordic and increases in development costs, salaries and benefits.~~

~~Depreciation and amortization.~~ ~~Depreciation and amortization increased $208.1~~one theatre lease for a benefit of $16.7 million, ~~during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to the increase in depreciable assets resulting~~which included an early termination payment from the ~~acquisitions of Odeon, Carmike~~landlord for $13.0 million and ~~Nordic, as well as capital expenditures of $467.7 million during~~ the ~~nine months ended September 30, 2017 and $421.7 million during the year ended December 31, 2016.~~

~~Other Expense (Income):~~

~~Other income.~~ ~~Other income of $2.3 million during the nine months ended September 30, 2017 is primarily due to financing related~~decrease in foreign currency transaction gains of $3.2 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 $122.6 million to $203.4 million for the nine months ended September 30, 2017 compared to $80.8 million for the nine months ended September 30, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($334.8 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 ($334.8 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 3.48% as of September 30, 2017. We also assumed $224.0 million of capital and financing lease obligations from Carmike, $367.3 million of capital and financing lease obligations from Odeon, and $15.1 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 $199.1 million for the nine months ended September 30, 2017 compared to equity earnings of $28.1 million for the nine months ended September 30, 2016. The decrease in equity in earnings of non-consolidated entities of $227.2 million was primarily due to an ~~other-than-temporary~~ impairment loss on NCM of $204.5 million, loss on sales of NCM shares of $22.2 million, an increase in loss from Open Road of $8.9 million, partially offset by an increase in earnings from NCM, LLC of $4.9 million and an increase in earnings from DCIP of $2.6 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 $21.6 million for the nine months ended September 30, 2017 compared to investment income of $9.6 million for the nine months ended September 30, 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 $5.5 million and $7.2 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. Investment income includes a $3.0 million gain on the sale of RealD during the nine months ended September 30, 2016.

~~Income tax provision (benefit).~~ ~~The income tax benefit was $136.4 million for the nine months ended September 30, 2017 and income tax provision was $54.6 million for the nine months ended September 30, 2016.~~translation rates. See Note 7—~~Income Taxes of~~2—Leases in the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~information on the impact of COVID-19 on leases and rent obligations of approximately $96.5 million that have been deferred to future years as of June 30, 2023.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.8 million during the six months ended June 30, 2023, compared to $0.1 million during the six months ended June 30, 2022.

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Other. Other general and administrative expense increased $9.8 million or 8.1%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022 due primarily to stock-based compensation expense of $20.2 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 2,389,589 Class A Common Stock PSUs and 2,389,589 Preferred Equity Unit PSUs. The modification was treated as a Type 3 modification (improbable to probable) which required us to recognize additional stock compensation expense based on the modification date fair values of the Class A Common Stock PSUs and AMC Preferred Equity Unit PSUs of $6.23 per unit and $2.22 per unit, respectively, during the six months ended June 30, 2023. The increase in stock-based compensation expense was partially offset by lower expectations of performance goals in the current year than in the prior year. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $5.7 million or 2.9%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022 and the decrease in foreign currency translation rates, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Other expense. Other expense of $8.1 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $84.4 million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $14.0 million in settlement of the Lao Action and $16.2 million in foreign currency transaction gains. Other expense of $92.6 million during the six months ended June 30, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026 and $8.4 million of foreign currency transaction losses, partially offset by a gain on extinguishment of debt of $38.6 million related to the redemption of $72.5 million of aggregate principal amount of the Second Lien Notes due 2026 and $10.8 million in government assistance related to COVID-19. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).

Interest expense. Interest expense increased $21.0 million to $203.7 million for the six months ended June 30, 2023 compared to $182.7 million during the six months ended June 30, 2022 primarily due to:

●

the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022;

●

the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022; and

●

the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

●

the extinguishment of $359.6 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to June 2023;

●

the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

●

the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022;

●

the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026 on February 14, 2022;

●

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; and

●

the decline in foreign currency translation rates.

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Equity in (earnings) loss of non-consolidated entities. Equity in (earnings) loss of non-consolidated entities was ($2.2) million for the six months ended June 30, 2023, compared to a loss of $6.1 million for the six months ended June 30, 2022. The decrease in equity losses from the prior year is primarily related to our 10.0% interest in Saudi Cinema Company, LLC that was sold on January 24, 2023.

Investment income. Investment income was $8.4 million for the six months ended June 30, 2023, compared to $6.1 million for the six months ended June 30, 2022. Investment income in the current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of $4.8 million, partially offset by $5.5 million of decline in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $4.6 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and $1.8 million of expense for NCM common units. Investment income of $6.1 million in the prior year includes $1.0 million of appreciation in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $15.1 million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation, partially offset by a $9.5 million decline in estimated fair value for our investment in NCM common units.

Income tax provision. The income tax provision was $2.3 million and $0.7 million for the six months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net ~~earnings (loss).~~ loss. Net loss was ~~$210.8~~$226.9 million and ~~net earnings was $82.7~~$459.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively. Net loss during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to net ~~earnings during~~loss for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2022 was ~~negatively~~positively impacted ~~by the~~ ~~other-~~

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~~than-temporary~~ impairment loss on NCM of $204.5 million and loss on sale of NCM shares of $22.2 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~~as a result of the popularity of new film releases compared to the ~~Odeon, Carmike~~prior year, decreases in rent expense, decreases in depreciation and ~~Nordic acquisitions, the $17.2 million gain on sale of Open Road~~amortization expense, decreases in other expense, decreases in equity in losses, increases in investment income and decreases in foreign currency translation rates, partially offset by increases in general and administrative expenses, increases in interest expense and an increase in income tax ~~benefit.~~ provision.

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

Revenues.Total revenues increased ~~19.1%~~$320.9 million or ~~$440.2 million~~21.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Admissions revenues increased ~~17.8%,~~$161.1 million or ~~$258.8 million~~19.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to ~~a 17.2%~~an increase in attendance of 18.9% from 69.3 million patrons to 82.4 million patrons and a ~~0.5%~~0.8% increase in average ticket price. The increase in attendance was primarily due to the ~~acquisition~~popularity of ~~Carmike~~film product compared to the prior year. The increase in ~~December 2016. Total admissions revenues were~~average ticket price was primarily due to increased attendance for 3D content partially offset by ~~rewards redeemed, net~~higher frequency of ~~deferrals of $1.1 million and $0.8 million during the nine months ended September 30, 2017 and September 30, 2016, respectively. The rewards accumulated under AMC Stubs~~® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~

use by subscribers to our A-List program.

Food and beverage revenues increased ~~23.0%,~~$148.3 million or ~~$169.4 million~~28.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in attendance ~~due to the Carmike acquisition~~ and ~~the~~an increase in food and beverage ~~revenues~~per patron. Food and beverage per patron increased 8.1% from $7.52 to $8.13 due primarily to an increase in average prices, the percentage of ~~5.0% due to price increases~~guests making transactions and ~~the introduction of enhanced menu offerings.~~units purchased per transaction, partially offset by higher frequency from our AMC Stubs loyalty members.

Total other theatre revenues increased ~~10.7%,~~$11.5 million or ~~$12.0 million~~8.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to increases ~~from the Carmike acquisition for internet ticketing~~in ticket 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~~the increase in ~~sales volume and estimated non-presentment rates.~~attendance.

Operating costs and expenses. Operating costs and expenses increased ~~28.1%,~~$187.2 million or ~~$596.9 million~~11.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Film exhibition costs increased ~~15.5%,~~$101.1 million or ~~$121.7 million,~~24.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016. This increase was~~2022, primarily due to the increase in ~~admissions revenues due to acquisitions.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~52.7%~~52.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 53.7%~~2023, compared to 50.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. 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.

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Food and beverage costs increased ~~27.5%,~~$39.6 million or ~~$28.0 million,~~51.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016. As a percentage of food and beverage revenues, food and beverage costs were 14.3% for the nine months ended September 30, 2017 and 13.8% for the nine months ended September 30, 2016.~~2022. The increase in food and beverage costs was primarily due to the increase in food and beverage ~~revenues. Food~~revenues and ~~beverage gross profit per patron increased 4.3%,~~increases in product costs and ~~is calculated as~~obsolescence. As a percentage of food and beverage revenues, ~~less~~ food and beverage costs ~~divided by attendance.~~

were 17.3% for the six months ended June 30, 2023 and 14.7% for the six months ended June 30, 2022.

As a percentage of revenues, operating expense was ~~30.0%~~33.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, and ~~26.5%~~36.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Rent expense ~~increased 21.1%~~decreased 4.4%, or ~~$77.7~~$14.8 million, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~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 $54.3 million during the nine months ended September 30, 2017 compared to $15.1 million during the nine months ended September 30, 2016, primarily due to an increase in professional and consulting costs and increased merger and acquisition activity associated with our 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.~~

~~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~~

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~~$22.6 million of expense during the nine months ended September 30, 2017.~~

~~Other.~~ ~~Other general and administrative expense increased $8.9 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016,~~2022, due primarily to ~~increases in salaries and benefits, company meetings, and advertising expense.~~

~~Depreciation and amortization.~~ ~~Depreciation and amortization increased $108.5~~the early termination of one theatre lease for a benefit of $16.7 million, ~~during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to the increase in depreciable assets resulting~~which included an early termination payment from the ~~acquisition of Carmike, as well as capital expenditures of $416.6 million during the nine months ended September 30, 2017 and $412.8 million during the year ended December 31, 2016.~~

~~Other Expense (Income):~~

~~Other income.~~ ~~Other income of $2.1 million during the nine months ended September 30, 2017 is primarily due to financing related foreign currency transaction gains of $3.2 million and a $0.4 million recovery~~landlord 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 $104.7 million to $185.5 million for the nine months ended September 30, 2017 compared to $80.8 million for the nine months ended September 30, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($334.8 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 ($334.8 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 3.48% as of September 30, 2017. We also assumed $224.0 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 $200.1 million for the nine months ended September 30, 2017 compared to equity earnings of $28.1 million for the nine months ended September 30, 2016. The decrease in equity in earnings of non-consolidated entities of $228.2 million was primarily due to an ~~other-than-temporary~~ impairment loss on NCM of $204.5 million, loss on sales of NCM shares of $22.2 million and recognition of previously suspended loss from Open Road of $8.9 million, partially offset by an increase in earnings from DCIP of $2.6 million and an increase in earnings from NCM, LLC of $4.9$13.0 million. See ~~“Significant Events—NCM Agreement” above for further information regarding the other-than-temporary impairment loss.~~

~~Investment income.~~ ~~Investment income was $22.3 million for the nine months ended September 30, 2017 compared to investment income of $9.6 million for the nine months ended September 30, 2016. The primary increase~~Note 2—Leases 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 $5.5 million and $7.2 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. Investment income includes a $3.0 million gain on the sale of RealD during the nine months ended September 30, 2016.

~~Income tax provision (benefit).~~ ~~The income tax benefit was $138.0 million for the nine months ended September 30, 2017 and income tax provision was $54.6 million for the nine months ended September 30, 2016. See Note 7~~—~~Income Taxes of~~ the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~information on the impact of COVID-19 on leases and rent obligations of approximately $84.1 million that have been deferred to future years as of June 30, 2023.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.8 million during the six months ended June 30, 2023, compared to $0.6 million during the six months ended June 30, 2022.

Other. Other general and administrative expense increased 10.6% or $9.0 million, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022 due primarily to stock-based compensation expense of $18.1 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU awards discussed further in Condensed Consolidated Results of Operations. The increase in stock-based compensation expense was partially offset by lower expectations of performance goals in the current year than in the prior year. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $2.4 million or 1.6%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Other expense. Other expense of $24.0 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $84.4 million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026 and a receipt of $14.0 million in settlement of the Lao Action. Other expense of $94.9 million during the six months ended June 30, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026, partially offset by a gain on extinguishment of debt of $38.6 million related to the redemption of $72.5 million of aggregate principal amount of the Second Lien Notes due 2026. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).

Interest expense. Interest expense increased $28.5 million to $172.6 million for the six months ended June 30, 2023 compared to $144.1 million during the six months ended June 30, 2022 primarily due to:

●

the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022; and

●

the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

●

the extinguishment of $359.6 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to June 2023;

●

the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

●

the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022; and

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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.

Investment (income) expense. Investment (income) expense was $7.1 million for the six months ended June 30, 2023, compared to income of ($6.1) million for the six months ended June 30, 2022. Investment expense in the current year includes $5.5 million of decline in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $4.6 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and $1.8 million of expense for NCM common units, partially offset by interest income of $4.8 million. Investment income of $6.1 million in the prior year includes $1.0 million of appreciation in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $15.1 million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation, partially offset by a $9.5 million decline in estimated fair value for our investment in NCM common units.

Income tax provision. The income tax provision was $1.0 million and $0.3 million for the six months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net ~~earnings (loss).~~ loss.Net loss was ~~$198.7~~$188.7 million and ~~net earnings were $83.5~~$353.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively. Net loss during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to net ~~earnings during~~loss for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2022 was ~~negatively~~positively impacted by an ~~other-than-temporary~~ impairment loss on NCM of $204.5 million, and loss on sale of NCM, Inc. shares of $22.2 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, the $17.2 million gain on sale of

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~~Open Road and the increase in income tax benefit.~~

~~Theatrical Exhibition - International Markets~~

~~Revenues.~~ Total revenues increased $912.4 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Admissions revenues increased $613.0 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to an increase in attendance due to the acquisitions of Odeon on November 30, 2016 and Nordic on March 28, 2017. Prior to the acquisition of Odeon, we operated one theatre in the UK which is now included in the International markets operating segment.

~~Food and beverage revenues increased $227.1 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to~~ the increase in attendance as a result of the ~~acquisitions~~popularity of ~~Odeon and Nordic.~~

~~Total other theatre revenues increased $72.3 million during the nine months ended September 30, 2017~~new film releases compared to the ~~nine~~prior year, decreases in rent expense, decreases in depreciation and amortization expense, decreases in other expense, decreases in equity in losses, partially offset by increases in general and administrative expenses, increases in interest expense, increases in investment expense and an increase in income tax provision.

Theatrical Exhibition—International Markets

Revenues. Total revenues increased $29.3 million or 6.1%, during the six months ended ~~September~~June 30, ~~2016,~~2023, compared to the six months ended June 30, 2022. Admissions revenues increased $22.3 million or 7.9%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to an increase in attendance of 9.3% from 28.9 million patrons to 31.6 million patrons and partially offset by a 1.3% decrease in average ticket price. The increase in attendance was primarily due to the ~~acquisition~~popularity of ~~Odeon and Nordic. Total other theatre revenues include revenues for advertising and theatre rentals.~~

~~Operating costs and expenses.~~ ~~Operating costs and expenses increased $904.7 million during the nine months ended September 30, 2017~~film product compared to the ~~nine~~prior year. The decrease in average ticket price was primarily due to a decrease in foreign currency translation rates.

Food and beverage revenues increased $19.4 million or 15.2%, during the six months ended ~~September~~June 30, ~~2016. Film exhibition costs increased $258.1 million during the nine months ended September 30, 2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to the increase in ~~admissions~~attendance and an increase in food and beverage per patron. Food and beverage per patron increased 5.4% from $4.42 to $4.66 due primarily to the lifting of COVID-19 restrictions on the sale of food and beverage, strategic pricing initiatives put in place over the prior year and a decrease in foreign currency translation rates.

Total other theatre revenues ~~as a result of~~decreased $12.4 million or 17.6%, during the ~~acquisitions.~~six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the decline in gift card and package ticket expirations, lower income from theatre meetings and the decrease in foreign currency translation rates.

Operating costs and expenses. Operating costs and expenses increased $3.4 million or 0.6%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022. Film exhibition costs increased $9.7 million or 8.7%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to the increase in attendance. As a percentage of admissions revenues, film exhibition costs were ~~42.1%~~39.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 45.2%~~2023, compared to 39.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. 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.

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Food and beverage costs increased ~~$52.6~~$6.3 million or 20.5%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. The increase in food and beverage costs was primarily due to the increase in food and beverage ~~revenues.~~revenues and increases in product costs. As a percentage of food and beverage revenues, food and beverage costs were ~~23.2%~~25.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~23.1%~~24.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~

2022.

As a percentage of revenues, operating expense was ~~33.2%~~40.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, and ~~52.1% during~~43.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Rent expense ~~increased $143.9~~decreased 3.8%, or $4.3 million, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, due primarily to the ~~increase~~decrease in ~~the number of theatres operated as a result of the Odeon and Nordic acquisitions.~~

~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs increased $2.9 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 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 included 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 $45.6 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 due to the Odeon and Nordic acquisitions.

~~Depreciation and amortization.~~ Depreciation and amortization increased $99.6 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, due to the increase in depreciable assets resulting from the Odeon and Nordic acquisitions.

~~Interest expense.~~ Interest expense increased $17.9 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to interest expense related to approximately $367.3 million of capital and financing lease obligations from Odeon and $15.1 million of capital and financing lease obligations from Nordic with interest rates ranging from 5.1 to 6.4%.

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~~Income tax provision.~~ The income tax provision increased $1.6 million for the nine months ended September 30, 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 7—~~Income Taxes of~~2—Leases in the Notes to the Condensed Consolidated Financial Statements inunder Item 1 of Part I of this Form 10–Q10-Q for further ~~information.~~information on the impact of COVID-19 on leases and rent obligations of approximately $12.4 million that have been deferred to future years as of June 30, 2023.

~~Net earnings (loss).~~ ~~Net loss increased $11.3~~Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, compared to ($0.5) million during the six months ended June 30, 2022.

Other. Other general and administrative expense increased 2.2% or $0.8 million, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, due primarily to stock-based compensation expense of $2.1 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU awards discussed further in Condensed Consolidated Results of Operations. The increase in stock-based compensation expense was partially offset by lower expectations of performance goals in the current year than in the prior year. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $3.3 million or 7.5%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022 and the decrease in foreign currency translation rates.

Other income. Other income of $15.9 million during the six months ended June 30, 2023 was primarily due to $16.2 million in foreign currency transaction gains. Other income of $2.3 million during the six months ended June 30, 2022 was primarily due to $10.8 million in government assistance related to COVID-19, partially offset by $8.4 million of foreign currency transaction losses. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).

Interest expense. Interest expense decreased $7.5 million to $31.1 million for the six months ended June 30, 2023 compared to $38.6 million during the six months ended June 30, 2022 primarily due to:

●

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; and

●

the decline in foreign currency translation rates,

partially offset by:

●

the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022.

Equity in loss of non-consolidated entities. Equity in loss of non-consolidated entities was $0.0 million for the six months ended June 30, 2023, compared to a loss of $5.3 million for the six months ended June 30, 2022. The decrease in equity losses from the prior year is primarily related to our 10.0% interest in Saudi Cinema Company, LLC that was sold on January 24, 2023.

Investment income. Investment income was $15.5 million for the six months ended June 30, 2023, compared to $0.0 million for the six months ended June 30, 2022. Investment income in the current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million.

Income tax provision. The income tax provision was $1.3 million and $0.4 million for the six months ended June 30, 2023 and June 30, 2022, respectively. See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

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Net loss. Net loss was $38.2 million and $105.1 million during the six months ended June 30, 2023 and June 30, 2022, respectively. Net loss during the six months ended June 30, 2023 compared to net loss for the six months ended June 30, 2022 was positively impacted by the increase in attendance as a result of the ~~Odeon~~popularity of new film releases compared to the prior year, decreases in rent expense, decreases in depreciation and ~~Nordic acquisitions.~~amortization expense, decreases in interest expense, increases in other income, decreases in equity in losses, increases in investment income and decreases in foreign currency translation rates, partially offset by increases in general and administrative expenses and an increase in income tax provision.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated revenues are primarily collected in cash, principally through ~~box office~~ admissions and food and beverage sales. We have an operating “float” which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists 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. Film distributors generally release the films which they anticipate will be the most successful during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such periods and experience higher working capital requirements following such periods.

We had working capital ~~deficits~~deficit (excluding restricted cash) as of ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022 of ~~$565.0~~$(869.5) million and ~~$505.6~~$(811.1) million, respectively. ~~Working capital included $284.6 million and $277.2 million~~As of ~~deferred revenues and income as of September~~June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, working capital included operating lease liabilities of $528.5 million and $567.3 million, respectively, and deferred revenues of $385.3 million and $402.7 million, 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 ~~September~~June 30, ~~2017,~~2023, we had ~~$152.1~~$208.1 million ~~available for~~unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility. As of December 31, 2022, we had $211.2 million unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility. See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a further discussion of our Financial Covenants.

As of June 30, 2023, we had cash and cash equivalents of $435.3 million.

Additionally, during the first and second quarters of 2023 we continued to lower our future interest expense through purchases of debt below par value and debt exchanges for equity and enhanced liquidity through equity issuances. See Note 6—Corporate Borrowings and Finance Lease Liabilities, Note 7—Stockholders’ Equity and Note 13—Subsequent Events in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

We believe ~~that cash generated from operations,~~our existing cash and cash equivalents, ~~availability under our Revolving Credit Facility, and sales of non-strategic assets~~together with cash generated from operations, will be sufficient to fund our operations ~~planned capital expenditures, dividends~~ and ~~repurchases~~satisfy our obligations. We also believe we will comply with the minimum liquidity covenant requirement under our Senior Secured Revolving Credit Facility through the end of ~~our common stock currently and~~the covenant suspension period. Pursuant to the Twelfth Amendment to Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for ~~at least~~ the ~~next 12 months and enable us~~secured leverage ratio financial covenant applicable to ~~maintain compliance with all~~the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024. The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024. Since the financial ~~debt covenants.~~

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 ~~September~~June 30, ~~2017,~~2023, we were subject to a minimum liquidity requirement of $100 million as a condition to the financial covenant suspension period under the Credit Agreement.

Our current cash burn rates are not sustainable long-term. In order to achieve net positive operating cash flows and long-term profitability, we believe that operating revenues will need to increase to levels in ~~compliance~~line with ~~all~~pre-COVID-19 operating revenues. North American box office grosses were down approximately 21% for the six months ended June 30, 2023 compared to the six months ended June 30, 2019. Until such time as we are able to achieve positive operating cash flow, it is difficult to estimate our liquidity requirements, future cash burn rates, future operating revenues and attendance levels. Depending on our assumptions regarding the timing and ability to achieve increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is

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uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels and success of individual titles. Additionally, the duration of labor stoppages, including but not limited to the Writers Guild of America strike that began on May 2, 2023, and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023, cannot be reasonably estimated and may have a negative impact on the Company’s future liquidity and cash burn rates. Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of these financial ~~debt covenants.~~ statements on terms acceptable to us or at all.

Cash Flows from Operating Activities

Cash flows ~~provided by~~used in operating activities, as reflected in the ~~Consolidated Statements~~condensed consolidated statements of ~~Cash Flows,~~cash flows, were ~~$229.1~~$203.3 million and ~~$211.3~~$371.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively. The ~~increase~~improvement in cash flows ~~provided by~~used in operating activities was primarily due to anthe increase in ~~collection~~attendance and decrease in net loss, decreases in working capital used, increased lease incentive receipts, and reductions in rent repayments for rent that was deferred during the COVID-19 pandemic, partially offset by increases in cash interest paid during the six months ended June 30, 2023 compared to the six months ended June 30, 2022. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements in Item 1 of ~~receivables.~~ Part I in this Form 10-Q for a summary of the estimated future repayment terms for the remaining $96.5 million of rentals that were deferred during the COVID-19 pandemic.

Cash Flows ~~used in~~from Investing Activities

Cash flows used in investing activities, as reflected in the ~~Consolidated Statements~~condensed consolidated statements of ~~Cash Flows,~~cash flows, were ~~$815.3~~$57.4 million and ~~$248.3~~$102.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively. Cash outflows from investing activities include ~~the acquisition of Nordic, net of cash, of $583.5 million and~~ capital expenditures of ~~$467.7~~$96.0 million and ~~$256.6~~$75.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively. Our capital expenditures primarily consisted of strategic growth initiatives and remodels, capital improvements to existing locations in our theatre circuit, and technology upgrades. We expect that our gross cash outflows for capital expenditures will be approximately $600.0 million to $670.0 million for 2017, before giving effect to expected landlord contributions of approximately $100.0 million to $120.0 million.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017 we received~~2023, cash flows used in investing activities also included proceeds from divestitures of $25.1 million 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 for the sale of administrative buildings acquired with the Carmike acquisition, partially offset by disbursements of $11.0 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

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proceeds of $128.4 million from the sale and leaseback of the real estate assets associated with seven of our theatres, $89.4 million from the partial sale of our investment in NCM and $14.0 million from the sale of our investment in ~~Open Road~~Saudi Cinema Company, LLC 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 nine months ended September 30, 2016, we received proceeds from the sale of our shares in RealD Inc. of $13.5$30.0 million and proceeds from the ~~sale~~disposition of ~~two Starplex divestiture theatres~~long-term assets of ~~$5.4~~$6.0 million.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017, we acquired $5.0 million~~2022, cash flows used in ~~non-public preferred shares in each of Dreamscape and Central Services Studios as a part of our~~investing activities included investment in ~~virtual reality technologies~~Hycroft common stock for $25.0 million, investment in Hycroft warrants for $2.9 million, acquisition of theatre assets for $17.8 million and ~~will invest an additional $5.0~~proceeds from the disposition of long-term assets of $7.2 million related to one property and other assets as well as proceeds of $11.4 million from the sale of securities in ~~each~~conjunction with the liquidation of ~~these entities in January 2018.~~

a non-qualified deferred compensation plan.

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

Cash Flows from Financing Activities

Cash flows provided by (used in) financing activities, as reflected in the ~~Consolidated Statements~~condensed consolidated statements of ~~Cash Flows,~~cash flows, were ~~$621.0~~$62.4 million and ~~$(127.8)~~$(136.0) million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016,~~2022, respectively.

~~During~~ Cash flows from financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2017, we repurchased 1,068,300 shares~~2023 were primarily due to AMC Preferred Equity Unit issuances of ~~our Class A common stock under our share~~$175.7 million, net of issuance costs, partially offset by the repurchase ~~program~~of Second Lien Notes due 2026 for $82.4 million, and taxes paid for restricted unit withholdings of $14.2 million. See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7 — Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further information, including a ~~total consideration~~summary of ~~$16.5 million. As~~principal payments required and maturities of ~~September~~corporate borrowings as of June 30, ~~2017, $83.5 million remains available for repurchase~~2023.

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Cash flows provided by financing activities during the six months ended June 30, 2022 was primarily due to principal and premium payments under the ~~program authorized by our Board~~First Lien Notes due 2025 of Directors in August 2017. We will 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$534.5 million, principal and premium payments under the ~~program.~~

~~On March 17, 2017, we issued $475.0 million aggregate principal amount of our 6.125% Senior Subordinated~~First Lien Notes due ~~2027 in a private offering. We recorded~~2026 of $325.6 million, principal and premium payments under the First Lien Toggle Notes due 2026 of $88.1 million, taxes paid for restricted unit withholdings of $52.2 million, repurchase of Second Lien Notes due 2026 of $50.0 million, and cash used to pay for deferred financing costs of ~~approximately $19.8~~$19.5 million, ~~related to~~partially offset by the issuance of the First Lien Notes due ~~2027. The Notes due 2027 mature on May 15, 2027.~~ 2029 of $950.0 million.

We ~~will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May 15th~~or our affiliates actively seek and ~~November 15th, commencing on November 15, 2017. We may redeem some or all of the Notes due 2027~~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 (to the extent it is available for issuance) 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 ~~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~~prevailing market conditions, our liquidity requirements, contractual restrictions and ~~unpaid interest~~other factors. The amounts involved may be material and to the ~~redemption date.~~ ~~In addition, we may redeem up to 35% of the aggregate principal amount of the Notes due 2027 using net proceeds from certain~~extent 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. We 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. Weis used, ~~the net proceeds from the Notes due 2027 private offering to pay the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.~~dilutive.

On March 17, 2017, we issued £250.0 million ($327.8 million) additional aggregate principal amount of our Sterling Notes due 2024 at 106% plus accrued interest from November 8, 2016 in a private offering. The additional Sterling Notes were offered as additional notes under an indenture pursuant to which we have previously issued on November 8, 2016 and have outstanding as of September 30, 2017, £500.0 million aggregate principal amount of our 6.375% Senior Subordinated Notes due 2024. We 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. 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. ~~Interest on the additional Sterling Notes due 2024 will accrue from November 8, 2016.~~ We 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, we may

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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, we may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. We used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.

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.~~

In February 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. We used a portion of the net proceeds to repay the aggregate principal amount of Bridge Loan of $350.0 million.

On February 14, 2017, our Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, paid on March 27, 2017 to stockholders of record on March 13, 2017.

On April 27, 2017, our Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, paid on June 19, 2017 to stockholders of record on June 5, 2017.

On August 3, 2017, our Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, paid on September 25, 2017 to stockholders of record on September 11, 2017.

~~During the nine months ended September 30, 2017, we made tax payments for restricted units withholdings of $6.5 million.~~

We paid dividends and dividend equivalents of $26.2 million during the three months ended September 30, 2017 and paid dividends and dividend equivalents of $19.7 million during the three months ended September 30, 2016. We paid dividends and dividend equivalents of $78.7 million during the nine months ended September 30, 2017 and paid dividends and dividend equivalents of $59.1 million during the nine months ended September 30, 2016.

On October 27, 2017, our Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on December 18, 2017 to stockholders of record on December 4, 2017.

As of September 30, 2017, we had $60.0 million of borrowings outstanding under our Revolving Credit Facility and $12.9 million in outstanding standby letters of credit in the ordinary course of business.

~~Investment in NCM LLC~~

~~We hold an investment of 15.2% (23,392,630 common units) in NCM LLC accounted for under the equity method as of September~~ 30~~, 2017. The estimated fair market value of our investment in NCM LLC and NCM, Inc. was approximately $163.3 million, based upon the publicly quoted price per share of NCM, Inc. on~~ ~~September 30, 2017 of $6.98 per share. We have little tax basis in these units, therefore the sale of all these units at~~ ~~September 30~~, 2017 would require us to report taxable income of approximately $233.0 million, including distributions received from NCM LLC that were previously deferred. We expect that any sales we may make of NCM, Inc. common shares would be made in such a manner to most efficiently manage any related tax liability. We have available net operating loss carryforwards which could reduce a portion of any related tax liability. See Note 4–Investments in Part I Item ~~1 of this Form 10–Q for additional information about our divestiture requirement for NCM.~~

~~Commitments and Contingencies~~

We have commitments and contingencies for capital and financing leases, corporate borrowings, operating leases, capital related betterments and pension funding that were summarized in a table in our Annual Report on Form 10–K for the year ended December 31, 2016. Since December 31, 2016, there have been no material changes to the commitments and contingencies of the Company outside the ordinary course of business except as otherwise

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~~disclosed regarding the sale lease-back transaction and the issuance of $475.0 million Senior Subordinated Notes due 2027 and £250.0 million Senior Subordinated Notes due 2024.~~

~~New Accounting Pronouncements~~

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases, 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 us on January 1, 2019, with early adoption permitted. We plan to adopt the guidance on January 1, 2019. 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.

We expect that this standard will have a material effect on our consolidated financial statements. While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to (1) the recognition of new ROU assets and lease liabilities on our 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 we are leasing the constructed asset) that currently do not qualify for sale accounting; and (3) the derecognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that we will lease when construction is complete. We do not expect a significant change in our leasing activity between now and adoption. We expect to elect all of the standard’s available practical expedients on adoption. However, we have 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 us on January 1, 2018. The standard permits the use of either a retrospective or modified retrospective transition method. We plan to adopt the guidance on January 1, 2018 and have selected the modified retrospective transition method. We continue to evaluate and quantify the effect that ASC 606 will have on our consolidated financial statements. While we do not believe the adoption of ASC 606 will have a material impact to our results of operations or cash flows, we do expect ASC 606 to materially impact the classification of revenue and related expenses. We currently expect the following impacts:

We believe our 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, we expect advertising revenues will significantly increase with a similar offsetting increase in noncash interest expense. We do not expect these changes to have a material impact on our results of operations or cash flows from operations.

We currently record online ticket fee revenues net of third-party commission or service fees. In accordance with ASC 606 guidance, we believe that we are a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regards to sale of online tickets to customers, and therefore, we expect to recognize ticket fee revenues based on a gross transaction price. This change will have the effect of materially increasing other revenues and other operating expenses but will have no impact on net income or cash flows from operations.

With respect to other areas impacted by ASC 606 such as non-redeemed exchange tickets, loyalty programs, other customer incentives and gift card commission expenses, we do not expect those accounting changes to have a material impact to our net income or cash flows from operations.

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In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification 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 for us on January 1, 2018. We are currently evaluating this new guidance to determine the impact it will have on our 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 assets other than inventory at 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, beginning after December 15, 2017. The new standard is effective for us on January 1, 2018. Early application is permitted in any interim or annual period. We are currently evaluating this new guidance to determine the impact it will have on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The purpose of ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within that year. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 may impact the results of future goodwill impairment tests and therefore could impact our consolidated financial position and results of operations. We early adopted ASU 2017-04 in the third quarter of 2017 on a prospective basis and applied the new guidance to our interim goodwill impairment tests performed in the third quarter of 2017. See Note 1—Basis of Presentation regarding the change in accounting principle.

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 changes 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 us on January 1, 2018. Early adoption is permitted, including adoption in any interim period. We are currently evaluating this new guidance to determine the impact it will have on our consolidated financial statements.

~~Item~~ 3. Quantitative and Qualitative Disclosures about Market Risk

WeIn the ordinary course of business, our financial results are exposed to fluctuations in interest ~~rate market risk~~rates and foreign currency exchange ~~risk.~~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 six months ended June 30, 2023 and June 30, 2022, our analysis utilized a hypothetical 100 basis-point increase or decrease to the average interest rate on our variable rate debt instruments to illustrate the potential impact to interest expense of changes in interest rates and a hypothetical 100 basis-point increase or decrease to market interest rates on our fixed rate debt instruments to illustrate the potential impact to fair value of changes in interest rates.

Similarly, for the same period, our analysis used a uniform and hypothetical 10% 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 condensed consolidated statements of operations are presented below.

Market risk on ~~variable‑rate~~variable-rate financial instruments. At ~~September~~June 30, ~~2017,~~2023 and June 30, 2022, we maintained a Senior Secured Credit ~~Facility~~Facilities comprised of a $225.0 million revolving credit facility ~~$865.2~~and $1,915.0 million of Term Loan due 2026. Borrowings under the Credit Agreement (which governs the Senior Secured Credit Facilities) (as amended through the Thirteenth Amendment to Credit Agreement) bear interest at a rate per annum equal to, at our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent and (c) 1.00% per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread adjustment of 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Senior Secured Term Loans, ~~due 2022 and $497.5 million~~2.0% for base rate loans or 3.0% for SOFR loans or (y) in the case of the Senior Secured ~~Term Loans due 2023. The Senior Secured~~Revolving 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%~~based on the Secured Leverage Ratio (as defined in the Credit Agreement). The rate in effect ~~at September 30, 2017~~ for the outstanding Senior Secured Term ~~Loans~~Loan due ~~2022~~2026 was 8.218% per annum at June 30, 2023 and ~~2023 was 3.48%~~4.199% per ~~annum.~~ annum at June 30, 2022.

Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. At ~~September~~June 30, ~~2017,~~2023, we had ~~$60.0 million~~no variable-rate borrowings outstanding under our revolving credit ~~facility~~facilities and had an aggregate principal balance of ~~$1,362.7~~$1,915.0 million outstanding under the ~~Senior Secured~~ Term ~~Loans~~Loan due ~~2022 and 2023.~~2026. A ~~100 basis~~100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit ~~Facility~~Facilities by ~~$10.7~~$9.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2023.

At June 30, 2022, we had no variable-rate borrowings outstanding under our revolving credit facilities and had an aggregate principal balance of $1,935.0 million outstanding under the Term Loan due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on our Senior Secured Term Loan due 2026 by $9.7 million during the six months ended June 30, 2022.

Market risk on fixed-rate financial ~~instruments.~~ instruments. Included in long-term corporate borrowings at ~~September~~June 30, ~~2017~~2023 were principal amounts of ~~$230.0~~$950.0 million of our ~~Senior Secured~~First Lien Notes due ~~2023, $600.0~~2029, $1,148.4 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, ~~$375.0~~$51.5 million of ~~our Notes due 2022, $595.0 million~~

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our Notes due 2026, ~~$475.0~~$125.5 million of our Notes due 2027, and ~~£500.0~~£4.0 million ($~~669.7~~5.0 million) of our Sterling Notes due 2024. ~~Increases~~A 100-basis point change in market interest rates would ~~generally cause a decrease~~have caused an increase or (decrease) in the fair value of ~~the~~our fixed rate financial instruments of approximately $63.4 million and $(60.8) million, respectively, as of June 30, 2023.

Included in long-term corporate borrowings at June 30, 2022 were principal amounts of $950.0 million of our First Lien Notes due 2029, $1,435.5 million of our Second Lien Notes due 2026, $505.6 million (£147.6 million and €312.2 million) of our Odeon Term Loan due 2023, $98.3 million of our Notes due 2025, ~~Notes due 2022,~~$55.6 million of our Notes due 2026, $130.7 million of our Notes due 2027, and £4.0 million ($4.8 million) of our Sterling Notes due ~~2024 and a decrease~~2024. A 100-basis point change in market interest rates would ~~generally cause~~have caused an

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increase or (decrease) in the fair value of ~~the Notes due 2023, Notes due 2025, Notes due 2022, Notes due 2026, Notes due 2027,~~our fixed rate financial instruments of approximately $79.9 million and ~~Sterling Notes due 2024.~~$(76.1) million, respectively, as of June 30, 2022.

Foreign currency exchange rate risk. We are also exposed to market risk arising from changes in foreign currency exchange rates ~~as a result of~~arising from our ~~ownership of Odeon and Nordic. Odeon’s~~International markets operations. International markets 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.~~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 ~~Odeon and Nordic~~any international subsidiary was to operate in a highly inflationary economy, U.S. GAAP ~~requires~~would require that the U.S. dollar be used as the functional ~~currency for Odeon and Nordic.~~currency. 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~~the functional currencies in ~~Odeon and Nordic~~the International markets as of ~~September~~June 30, ~~2017,~~2023, holding everything else constant, a hypothetical 10% ~~immediate, simultaneous, unfavorable change in all~~strengthening of the ~~foreign currency~~U.S. dollar versus the average exchange rates of applicable currencies to ~~which we are exposed,~~depict the potential impact to net loss of changes in foreign exchange rates would decrease the aggregate net loss of our International theatres for the six months ended June 30, 2023 by approximately $3.8 million. Based upon the functional currencies in the International markets as of June 30, 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 loss of changes in foreign exchange rates would increase the aggregate net loss of our International ~~markets reportable segment~~theatres for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2022 by approximately ~~$0.6 million and $1.2 million, respectively.~~$10.5 million.

Our foreign currency translation rates decreased by approximately 3.7% for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Item 4. Controls and Procedures.

(a)

Evaluation of disclosure 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 Quarterly Report on Form 10–Q and have determined that such disclosure controls and procedures were effective.

(b)

Changes in internal control.

~~(b)Changes in internal control.~~

There has been no change in our internal control over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Note ~~13–~~11—Commitments and Contingencies of the Notes to the Company’s Condensed Consolidated Financial Statements ~~contained elsewhere~~ in Item 1 of Part I of this ~~quarterly report on~~ Form ~~10–Q~~10-Q for information on certain litigation to which we are a party.

Item 1A. Risk Factors

Reference is made to Part I Item 1A. Risk Factors in our Annual Report on Form 10–K for the year ended December 31, ~~2016,~~2022, which sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. ~~There~~Except as set forth below and the updates to liquidity provided herein, there have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016, except as set forth below.~~2022 and Part II Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

WeThere has been significant recent dilution and there may ~~incur~~continue to be additional 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 as part~~dilution of our ~~annual budgeting process~~Common Stock 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 thatAMC Preferred Equity Units, which could ~~lead to impairment of goodwill and intangible assets include adverse industry or economic trends, reduced estimates of future cash flows, and declines in~~adversely affect the market price of shares of our ~~common stock. Our valuation methodology for assessing impairment requires management to make judgments~~Common Stock and ~~assumptions based on historical experience and projections~~AMC Preferred Equity Units. The risks of future ~~operating performance.~~dilution must also be weighed against the risks of an inability to raise equity share capital, 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 August 4, 2023, the outstanding shares of our Common Stock have increased by 467,112,312 shares in a combination of at-the-market sales, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting. On August 19, 2022, the Company issued a dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, which resulted in the issuance of 516,820,595 AMC Preferred Equity Units. From August 19, 2022 through August 4, 2023, we issued 478,585,818 AMC Preferred Equity Units in combination of at-the-market sales, exchanges of debt, private placement transactions, and equity grant vesting. As of August 4, 2023, there were 519,192,389 shares of Common Stock and 995,406,413 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. We may ~~be required~~continue to ~~record future charges~~issue additional AMC Preferred Equity Units, or subject to earnings during the period in which an impairment of goodwill or intangible assets is determined to exist. During the years ended December 31, 2016, December 31, 2015, and December 31, 2014, we recorded impairment charges of $5.5 million, $1.7 million, and $3.1 million, respectively.

We have a significant amount of goodwill on our balance sheet as a result of acquisitions. As of September 30, 2017, goodwill recorded on our consolidated balance sheet totaled $4,889.5 million. In lighteffectiveness of the Charter Amendment Proposals, we may issue additional shares of Common Stock, in each case, to raise cash to bolster our liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes. We may also acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock or AMC Preferred Equity Units, or just shares of Common Stock. Additionally, vesting under our equity compensation programs results in the issuance of new shares of Common Stock and AMC Preferred Equity Units and shares withheld to cover tax withholding obligations upon vesting remain available for future grants. Furthermore, the Settlement Payment (as defined below) may result in the issuance of 6,922,566 shares of Common Stock (on a post Reverse Stock Split basis) to settle the Shareholder Litigation. Any of these events may dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock and AMC Preferred Equity Units.

To provide for the authorization of a sufficient number of authorized and unissued and unreserved shares of the Common Stock into which the Series A Convertible Participating Preferred Stock (and, by virtue of such conversion, AMC Preferred Equity Units) can convert in full, the Company held a special meeting of the Company’s stockholders on March 14, 2023 (the “Special Meeting”) and obtained the requisite stockholder approval of the Charter Amendment Proposals. We are precluded from implementing the Charter Amendment Proposals until the resolution of the Shareholder Litigation. If the Charter Amendment Proposals are implemented, we will have additional authorized but unissued Common Stock that may be used in the future for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. These future issuances may be dilutive and result in a decline in the market price of our ~~common stock during~~Common Stock.

If we are unable to effectuate the third quarter of 2017, we performed an interim goodwill impairment test as of September 30, 2017. Based on the results of that test, we determined that the goodwill recorded on our consolidated balance sheet was not impaired. However, If the market price of our common stock remains at current levels or 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.

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 our theatres could require us to recognize additional impairment losses and close additional theatres,Charter Amendment Proposals, this will create substantial risks, which could have an adverse effect on the price of our shares of Common Stock and AMC Preferred Equity Units, including:

●

we will be limited in our ability to issue equity to bolster our liquidity and respond to future challenges, including if operating revenues and attendance levels do not return to the levels assumed;

●

for future financing, we may be required to issue additional debt, which may be unavailable on favorable terms or at all, which would exacerbate the challenges created by our high leverage;

●

we may be unable to issue equity in deleveraging transactions, including exchanges, redemptions or buy-backs of debt, which will limit our flexibility to deleverage; and

●

we may be unable to issue equity as currency in strategic transactions, including acquisitions, joint ventures or in connection with landlord negotiations, which may prevent us from entering into transactions that could increase shareholder value.

The Charter Amendment Proposals and the outcome of the Shareholder Litigation 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, 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 approved the Charter Amendment Proposals. However, as described below, the Company is currently precluded from implementing the Charter Amendment Proposals until the resolution of the Shareholder Litigation. 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 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q), 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 precluded from being implemented due to the Shareholder Litigation or otherwise, 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 Company is precluded from effectuating the Charter Amendment Proposals, the Company may not make another proposal with respect to converting the AMC Preferred Equity Units into Common Stock, or it may be some time before any such proposal is made, although such determination will be made by the Company’s Board at its sole discretion.

In addition, the results of reverse stock splits by companies in the past have been varied. There can be no assurance that the total market capitalization of our ~~operations.~~ Common Stock after the Reverse Split Proposal (if implemented) (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 implementation 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.), and Munoz v. Adam M. Aron, et al., C.A. No. 2023-0216-MTZ (Del. Ch.) and which have been subsequently consolidated into In re AMC Entertainment Holdings, Inc. Stockholder Litigation C.A. No. 2023-0215-MTZ (Del. Ch.) (the “Shareholder Litigation”). See Note 11—Commitments and Contingencies for additional information about the Shareholder Litigation. On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which, among other things, provided that the parties would jointly request that the status quo order (the “Status Quo Order”) in the Shareholder Litigation be lifted. Pursuant to the term sheet, the Company agreed to make a settlement payment to record holders of Common Stock as of the time (the “Settlement Class Time”) at which the Reverse Stock Split is effective (and after giving effect to the Reverse Stock Split) of one share of Class A common stock

for every 7.5 shares of Common Stock owned by such record holders (the “Settlement Payment”). The Company’s obligation to make the Settlement Payment is contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendment Proposals. The defendants agreed to the settlement and the payment of the Settlement Payment 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 Shareholder Litigation. On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order. On April 5, 2023, the court denied the motion to lift the Status Quo Order. On April 27, 2023, the parties jointly filed the Settlement Stipulation which fully memorializes the settlement that the parties agreed to in the term sheet with the court. The court held a settlement hearing on June 29-30, 2023 to consider whether to approve the settlement as outlined in the Settlement Stipulation. On July 21, 2023, the court issued an opinion and declined to approve the settlement as presented. Only July 22, 2023 the parties filed an addendum to the Settlement Stipulation in an effort to address the issues raised by the court and requested the court to approve the proposed settlement with the revised release set forth in the addendum. On July 24, 2023, the court responded to the parties’ July 22, 2023 filings requesting additional submissions in relation to the proposed settlement. The Company provided the additional requested submissions to the court on July 26, 2023. The Status Quo Order remains in place. Unless and until the court lifts the Status Quo Order, the Company cannot proceed with filing the amendment to the Company’s certificate of incorporation to effect the Charter Amendment Proposals. Further, any settlement of the Shareholder Litigation is subject to court approval, which may substantially delay or prevent the conversion of AMC Preferred Equity Units into Common Stock. If the court does not approve a settlement of the Shareholder Litigation or if the plaintiffs are successful in obtaining 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. Although the parties have agreed to a settlement of the Shareholder Litigation, any settlement of the Shareholder Litigation is subject to court approval, and accordingly the outcome of the Shareholder Litigation and any other similar future lawsuits, is uncertain.

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 (1) share of our Common Stock, and subject to effectiveness of the Reverse Split Proposal, the right to receive one-tenth (1/10) of one share of our Common Stock, 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 and through August 4, 2023, the market price of our Common Stock has fluctuated from an intra-day low of $3.77 per share on January 6, 2023 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 August 4, 2023, was $4.93 per share and $1.79 per share, respectively. During 2022 and through August 4, 2023, daily trading volume ranged from approximately 7,717,200 to 256,918,800 shares and the AMC Preferred Equity Units ranged from approximately 3,759,200 to 180,271,200.

We ~~continually monitor~~believe that the recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last. Under the circumstances, we caution you against investing in our Common Stock and AMC Preferred Equity Units, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Extreme fluctuations in the market price of our Common Stock and AMC Preferred Equity Units have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:

●

the market prices of our Common Stock and AMC Preferred Equity Units have experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

●

factors in the public trading market for our Common Stock and AMC Preferred Equity Units may include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Common Stock and AMC Preferred Equity Units and any related hedging and other trading factors;

●

our market capitalization, as implied by various trading prices, currently reflects valuations that 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 paid approximately $14.2 million in cash to cover tax withholding liabilities upon vesting of awards under our Equity Incentive Plan during the six months ended June 30, 2023. The Company withheld shares based upon elections by participants under the terms of the plan. The shares withheld had an equivalent value to the cash tax requirements for national, federal, state and local withholdings. Withheld shares were returned to the Equity Incentive Plan reserve.

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 on our industry;

●

actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;

●

our current inability to pay dividends or other distributions;

●

publication of research reports by analysts or others about us or the motion picture exhibition industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

●

changes in market interest rates that may cause purchasers of our shares to demand a different yield;

●

changes in market valuations of similar companies;

●

market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;

●

additions or departures of key personnel;

●

actions by institutional or significant stockholders;

●

short interest in our securities and the market response to such short interest;

●

dramatic increase or decrease in the number of individual holders of our Common Stock and AMC Preferred Equity Units and their participation in social media platforms targeted at speculative investing;

●

speculation in the press or investment community about our company or industry;

●

strategic actions by us or our competitors, such as acquisitions or other investments;

●

legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the Internal Revenue Service (“IRS”);

●

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

●

the outcome of the Shareholder Litigation;

●

strategic actions taken by motion picture studios, such as the shuffling of film release dates;

●

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.

Anti-takeover protections in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders.

Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the Delaware General Corporation Law delay or make it more difficult to remove incumbent directors or for a third-party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

●

a classified board of directors;

●

the sole power of a majority of the board of directors to fix the number of directors;

●

limitations on the removal of directors;

●

the sole power of the board of directors to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

●

the ability of our board of directors to designate one or more series of preferred stock and issue shares of preferred stock without stockholder approval; and

●

the inability of stockholders to call special meetings.

Our issuance of shares of preferred stock could delay or prevent a change of control of our company. Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. As of June 30, 2023 there were 10,000,000 Series A Convertible Participating Preferred Stock shares authorized and 9,954,065 Series A Convertible Participating Preferred Stock shares issued and outstanding, 40,000,000 preferred stock shares remain available for issuance and 45,935 Series A Convertible Participating Preferred Stock shares remain available for issuance.

Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock or a stockholder rights plan and certain other provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as amended, could impede a merger, takeover or other business combination involving our company or the replacement of our management or discourage a potential investor from making a tender offer for our Common Stock and AMC Preferred Equity Units, which, under certain circumstances, could reduce the market value of our Common Stock and AMC Preferred Equity Units.

Our business depends on motion picture production and performance and is subject to intense competition, including increases in alternative film delivery methods or other forms of entertainment.

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our 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.

markets. The most attended films

~~The value~~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 ~~deferred tax assets~~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 ~~realizable~~indicative of, or comparable to, future results of operations. As movie studios rely on a smaller number of higher grossing “tent pole” films there may be increased pressure for higher film licensing fees. Our loyalty program and certain promotional pricing also may affect performance and increase the cost to license motion pictures relative to revenue for admission. In addition, a change in the type and breadth of movies offered by motion picture studios and the theatrical exclusive release window may adversely affect the demographic base of movie-goers.

Motion picture production is highly dependent on labor that is subject to various collective bargaining agreements. The Writers Guild of America strike that began on May 2, 2023, and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023, have halted production, and may delay or otherwise affect the supply, of certain motion pictures. The disruption in film production may also cause delays for currently scheduled film release dates. It is difficult to anticipate the scope and timing of such delays. Such ongoing labor disputes may also effect promotional and marketing activities of certain motion pictures, which may have an adverse impact on attendance. Given the ongoing negotiations and uncertainty as to the extent ~~our future profits are less than we have projected~~ and ~~we may be required~~the duration of the strikes, it is difficult to ~~record valuation allowances against previously-recorded deferred tax assets, which may have a material~~predict the full extent of the adverse ~~effect~~impact of the strikes on ~~our~~the Company’s business and results of operations in future reporting periods, if any. Studios are party to collective bargaining agreements with a number of other labor unions, and ~~our financial condition.~~failure to reach timely agreements or renewals of existing agreements may further affect the production and supply of theatrical motion picture content.

Our ~~income tax expense includes deferred income taxes arising from changes~~theatres are subject to varying degrees of competition 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 periodsgeographic areas in which ~~our temporary differences become deductible~~we operate. Competitors may be multi-national circuits, national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to attracting patrons, terms for licensing of motion pictures and ~~before our credit carry-forwards~~availability and ~~net operating losses expire. Our assessment~~securing and maintaining desirable locations.

We also compete with other film delivery methods, including video streaming, network, syndicated cable and satellite television, as well as video-on-demand, pay-per-view services, and subscription streaming services. We also compete for the public’s leisure time and disposable income with other forms of 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,entertainment, including sporting events, amusement parks, live music concerts, live theatre, and ~~we may need to increase our~~ valuation allowance. If for example, our U.S. cumulative pretax losses raise uncertainty about the likelihood of realization of our deferred tax assets, we may need to record a valuation allowance against a significant portion of the U.S. deferred tax assets. There is no assurance that we will not record a ~~valuation allowance in future periods against previously-recorded deferred tax assets. Any~~restaurants. An increase in the ~~valuation allowance would result in additional deferred income tax expense which~~popularity of these alternative film delivery methods and other forms of entertainment could ~~have a material adverse effect on~~reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our business and results of ~~operations and financial condition.~~operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

~~(c) Issuer Purchases of Equity Securities~~

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)
July 1, 2017 through July 31, 2017

—

$
—

—

$
—
August 1, 2017 through August 31, 2017

—

$
—

—

$
100.0
September 1, 2017 through September 30, 2017

1,068,300

$
15.48

1,068,300

$
83.5
Total

1,068,300

1,068,300

~~(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 September 30, 2017, $83.5 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

~~Not applicable.~~

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

~~None.~~

In the second quarter of 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of AMC adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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.


Date: ~~November 9, 2017~~August 7, 2023	/s/ ~~ADAM~~Adam M. ~~ARON~~Aron
	Adam M. Aron
	Chairman of the Board, Chief Executive Officer ~~Director~~ and President


Date: ~~November 9, 2017~~August 7, 2023	/s/ ~~CRAIG R. RAMSEY~~Sean D. Goodman
	~~Craig R. Ramsey~~Sean D. Goodman
	Executive Vice President, ~~and~~International Operations, Chief Financial Officer and Treasurer


	September 30, 2017		December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	260.0	$	207.1
Restricted cash		6.8		—
Receivables, net		128.9		213.6
Assets held for sale		—		70.4
Other current assets		226.3		192.5
Total current assets		622.0		683.6
Property, net		3,244.5		3,035.9
Intangible assets, net		387.8		365.1
Goodwill		4,889.5		3,933.0
Deferred tax asset, net		222.2		90.4
Other long-term assets		544.7		533.8
Total assets	$	9,910.7	$	8,641.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	469.1	$	501.8
Accrued expenses and other liabilities		337.4		329.0
Deferred revenues and income		284.6		277.2
Current maturities of corporate borrowings and capital and financing lease obligations		89.1		81.2
Total current liabilities		1,180.2		1,189.2
Corporate borrowings		4,277.4		3,745.8
Capital and financing lease obligations		594.4		609.3
Exhibitor services agreement		538.4		359.3
Deferred tax liability, net		47.4		21.0
Other long-term liabilities		847.7		706.5
Total liabilities		7,485.5		6,631.1
Commitments and contingencies
Class A common stock (temporary equity) ($.01 par value, 112,817 shares issued; 76,048 shares outstanding as of September 30, 2017 and 140,014 shares issued; 103,245 shares outstanding as of December 31, 2016)		0.8		1.1
Stockholders’ equity:
Class A common stock ($.01 par value, 524,173,073 shares authorized; 55,002,524 shares issued and 53,934,224 outstanding as of September 30, 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 September 30, 2017 and December 31, 2016)		0.8		0.8
Additional paid-in capital		2,240.0		1,627.3
Treasury stock (1,105,069 shares as of September 30, 2017 and 36,769 shares as of December 31, 2016, at cost)		(17.2)		(0.7)
Accumulated other comprehensive income (loss)		105.8		(2.5)
Accumulated earnings		94.5		384.4
Total stockholders’ equity		2,424.4		2,009.6
Total liabilities and stockholders’ equity	$	9,910.7	$	8,641.8


	Nine Months Ended
	September 30, 2017		September 30, 2016
	(unaudited)
Cash flows from operating activities:
Net earnings (loss)	$	(210.8)	$	82.7
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		393.9		185.8
Loss on NCM charged to merger, acquisition and transaction costs		22.6		—
Loss on extinguishment of debt		0.5		—
Deferred income taxes		(137.9)		45.6
Amortization of net premium on corporate borrowings		(1.9)		0.2
Amortization of deferred charges to interest expense		9.2		3.8
Theatre and other closure expense		1.1		3.6
Non-cash portion of stock-based compensation		3.9		4.5
Gain on dispositions		(4.5)		(2.7)
Loss on disposition of NCM		22.2		—
Gain on sale of Open Road		(17.2)		—
Repayment of Nordic interest rate swaps		(2.7)		—
Equity in (earnings) and loss from non-consolidated entities, net of distributions		(0.1)		(13.7)
NCM other-than-temporary impairment loss		204.5		—
Landlord contributions		76.4		77.3
Deferred rent		(35.2)		(23.4)
Net periodic benefit cost (credit)		0.6		0.6
Change in assets and liabilities, excluding acquisitions:
Receivables		104.5		51.7
Other assets		(3.6)		0.3
Accounts payable		(116.3)		(116.9)
Accrued expenses and other liabilities		(71.9)		(87.2)
Other, net		(8.2)		(0.9)
Net cash provided by operating activities		229.1		211.3
Cash flows from investing activities:
Capital expenditures		(467.7)		(256.6)
Acquisition of Nordic Cinemas Group, net of cash acquired		(583.5)		—
Acquisition of Starplex Cinemas		—		0.7
Proceeds from sale leaseback transaction		128.4		—
Proceeds from disposition of NCM, Inc. shares, net		89.4		—
Proceeds from disposition of Open Road		9.2		—
Proceeds from disposition of long-term assets		22.5		19.4
Investments in non-consolidated entities, net		(10.0)		(10.5)
Other, net		(3.6)		(1.3)
Net cash used in investing activities		(815.3)		(248.3)
Cash flows from financing activities:
Proceeds from issuance of Senior Subordinated Sterling Notes due 2024		327.8		—
Proceeds from issuance of Senior Subordinated Notes due 2027		475.0		—
Payment of Nordic SEK Term Loan		(144.4)		—
Payment of Nordic EUR Term Loan		(169.5)		—
Net proceeds from equity offering		616.8		—
Borrowings (repayments) under Revolving Credit Facility		60.0		(55.0)
Principal payment of Bridge Loan due 2017		(350.0)		—
Principal payments under Term Loan		(9.1)		(6.6)
Principal payments under capital and financing lease obligations		(54.1)		(6.3)
Cash used to pay for deferred financing costs		(29.8)		(0.8)
Cash used to pay dividends		(78.7)		(59.1)
Taxes paid for restricted unit withholdings		(6.5)		—
Purchase of treasury stock		(16.5)		—
Net cash provided by (used in) financing activities		621.0		(127.8)
Effect of exchange rate changes on cash and equivalents		18.1		(0.1)
Net increase (decrease) in cash and equivalents		52.9		(164.9)
Cash and equivalents at beginning of period		207.1		211.2
Cash and equivalents at end of period	$	260.0	$	46.3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (including amounts capitalized of $0.2 million and $0.1 million)	$	161.5	$	67.9
Income taxes paid, net	$	9.6	$	4.6
Schedule of non-cash operating and investing activities:
Investment in NCM (See Note 4-Investments)	$	235.2	$	—
See Note 2-Acquisitions for non-cash activities related to acquisitions


(In millions)	March 28, 2017		Changes		September 30, 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		8.9		22.9
Property (1)		89.8		54.8		144.6
Intangible assets (1) (4)		—		23.8		23.8
Goodwill (2)		872.1		(78.5)		793.6
Deferred tax asset		5.5		(5.1)		0.4
Other long-term assets		41.0		27.5		68.5
Accounts payable		(30.3)		0.1		(30.2)
Accrued expenses and other liabilities		(26.5)		(6.0)		(32.5)
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)(3)		(29.2)		14.1		(15.1)
Deferred tax liability		(5.2)		(16.9)		(22.1)
Other long-term liabilities (5)		(14.4)		(17.9)		(32.3)
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


(In millions)	November 30, 2016		Changes		September 30, 2017
Cash	$	41.6	$	—	$	41.6
Receivables		26.2		—		26.2
Other current assets		58.1		—		58.1
Property (1)		755.9		(20.1)		735.8
Intangible assets (2)		112.1		—		112.1
Goodwill (3)		898.6		21.3		919.9
Deferred tax asset		18.7		—		18.7
Other long-term assets		29.6		—		29.6
Accounts payable		(78.9)		—		(78.9)
Accrued expenses and other liabilities		(118.2)		—		(118.2)
Deferred revenues and income		(20.4)		0.8		(19.6)
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)		(2.0)		(367.3)
Deferred tax liability		(21.3)		—		(21.3)
Other long-term liabilities (5)		(103.0)		—		(103.0)
Total estimated purchase price	$	637.1	$	—	$	637.1


(In millions)	December 21, 2016		Changes		September 30, 2017
Cash	$	86.5	$		$	86.5
Receivables		12.3		—		12.3
Other current assets		14.2		—		14.2
Property (1)		719.6		(2.8)		716.8
Intangible assets (2)		25.9		—		25.9
Goodwill (3)		624.8		2.5		627.3
Other long-term assets		19.4		—		19.4
Accounts payable		(37.0)		—		(37.0)
Accrued expenses and other liabilities		(53.0)		0.2		(52.8)
Deferred revenues and income		(19.9)		—		(19.9)
Deferred tax liability		(19.5)		1.5		(18.0)
6% Senior Secured Notes due 2023		(242.1)		—		(242.1)
Capital and financing lease obligations (4)		(222.0)		(2.0)		(224.0)
Other long-term liabilities (5)		(51.0)		0.6		(50.4)
Total estimated purchase price	$	858.2	$	—	$	858.2


	Pro Forma Three Months Ended				Pro Forma Nine Months Ended
	September 30,				September 30,
(In millions)	2017		2016		2017		2016
Revenues	$	1,178.7	$	1,307.3	$	3,739.2	$	3,908.7
Operating income (loss)	$	(4.3)	$	61.2	$	38.4	$	185.7
Net earnings (loss)	$	(42.7)	$	(25.1)	$	(209.0)	$	(91.0)
Income (loss) per share:
Basic	$	(0.33)	$	(0.19)	$	(1.63)	$	(0.69)
Diluted	$	(0.33)	$	(0.19)	$	(1.63)	$	(0.69)


(In millions)	U.S. Markets		International Markets (2)		Total
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 Cinemas (1)		—		(78.5)		(78.5)
Adjustments to acquisition of Odeon Cinemas (1)		—		21.3		21.3
Adjustments to acquisition of Carmike Cinemas (1)		2.5		—		2.5
Effect of foreign currency exchange		—		139.1		139.1
Balance as of September 30, 2017	$	3,047.3	$	1,842.2	$	4,889.5


	As of		As of
(In millions)	September 30, 2017		December 31, 2016
Due from NCM for on-screen advertising revenue	$	1.7	$	2.6
Due to NCM for Exhibitor Services Agreement		6.7		1.4
Promissory note payable to NCM		4.2		4.2


					Accumulated						G&A: Mergers
			Exhibitor		Other						and
	Investment		Services		Comprehensive		Cash		Equity in		Acquisitions		Advertising
(In millions)	in NCM (1)		Agreement (2)		(Income)/Loss		Received		Loss (3)		Expense		(Revenue)
Ending balance at December 31, 2016	$	323.9	$	(359.2)	$	(4.0)
Receipt of common units		235.2		(235.2)		—
Receipt of excess cash distributions		(20.5)		—		—	$	20.5	$	—	$	—	$	—
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)		(203.3)		—		—		—		203.3		—		—
Units exchanged for NCM, Inc. common shares		(109.1)		—		—		—		—
Equity in earnings		8.4		—		1.5		—		(9.9)		—		—
Amortization of ESA		—		20.4		—		—		—		—		(20.4)
For the period ended or balance as of September 30, 2017	$	175.1	$	(538.3)	$	(2.5)	$	20.5	$	194.6	$	22.6	$	(20.4)


	Common
	Membership Units		Common Shares
	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)
Ending balance at September 30, 2017	17,323,782	6,068,848	—


			Cash		NCM Inc.
	Investment in		Received		Equity in
(In millions)	NCM Inc.		(Paid)		Loss
Ending balance at December 31, 2016	$	2.7	$	—	$	—
Receipt of cash dividends		(0.1)		0.1		—
Other-than-temporary impairment loss		(1.2)		—		1.2
NCM, LLC Units exchanged for NCM Inc. Common Shares		109.1		—		—
Net proceeds from sale of NCM Inc. Common Shares		—		89.4		(89.4)
Carrying value of NCM Inc. shares sold		(110.5)		—		110.5
Ending balance September 30, 2017	$	—	$	89.5	$	22.3


			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


		Weighted
		Average
	Shares of RSU	Grant Date
	and PSU	Fair Value
Beginning balance at January 1, 2017	556,510	$	24.88
Granted	701,788		31.23
Vested	(191,429)		24.68
Forfeited	(42,205)		31.39
Nonvested at September 30, 2017	1,024,664	$	28.95


				Preferred Stock
				Series A Convertible						Accumulated
	Class A Voting			Participating	Depositary Shares of			Additional		Other				Total
	Common Stock			Preferred Stock	AMC Preferred			Paid-in		Comprehensive		Accumulated		Stockholders’
(In millions, except share and per share data)	Shares	Amount		Shares	Equity Units	Amount		Capital		Loss		Deficit		Equity (Deficit)
Balances 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)
Net loss	—		—	—	—		—		—		—		(235.5)		(235.5)
Other comprehensive loss	—		—	—	—		—		—		(7.3)		—		(7.3)
AMC Preferred Equity Units issuance	—		—	492,880	49,287,989		—		70.5		—		—		70.5
Antara Forward Purchase Agreement (2)	—		—	1,976,213	197,621,297		—		193.7		—		—		193.7
Taxes paid for restricted unit withholdings	—		—	—	—		—		(13.1)		—		—		(13.1)
Stock-based compensation (1)	2,353,477		—	26,944	2,694,450		—		25.9		—		—		25.9
Balances March 31, 2023	519,192,389	$	5.2	9,741,909	974,190,794	$	0.1	$	5,322.1	$	(84.6)	$	(7,833.1)	$	(2,590.3)
Net earnings	—		—	—	—		—		—		—		8.6		8.6
Other comprehensive loss	—		—	—	—		—		—		(40.0)		—		(40.0)
AMC Preferred Equity Units issuance	—		—	212,156	21,215,619		—		32.7		—		—		32.7
Taxes paid for restricted unit withholdings	—		—	—	—		—		(1.1)		—		—		(1.1)
Stock-based compensation	—		—	—	—		—		7.5		—		—		7.5
Balances June 30, 2023	519,192,389	$	5.2	9,954,065	995,406,413		0.1	$	5,361.2	$	(124.6)	$	(7,824.5)	$	(2,582.6)


					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, 2016	$	(1.8)	$	(3.6)	$	0.3	$	2.6	$	(2.5)
Other comprehensive income (loss) before reclassifications		109.3		—		0.5		—		109.8
Amounts reclassified from accumulated other comprehensive income		—		(0.5)		(0.1)		(0.9)		(1.5)
Other comprehensive income (loss)		109.3		(0.5)		0.4		(0.9)		108.3
Balance, September 30, 2017	$	107.5	$	(4.1)	$	0.7	$	1.7	$	105.8


	Three Months Ended				Nine Months Ended
Revenues (In millions)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
U.S. markets	$	845.7	$	778.3	$	2,745.2	$	2,305.0
International markets		333.0		1.5		917.2		4.8
Total revenues	$	1,178.7	$	779.8	$	3,662.4	$	2,309.8


	Three Months Ended				Nine Months Ended
Adjusted EBITDA (1) (In millions)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
U.S. markets (2)	$	107.6	$	144.5	$	420.6	$	420.5
International markets		39.8		(0.1)		113.7		(0.1)
Total Adjusted EBITDA	$	147.4	$	144.4	$	534.3	$	420.4


	Three Months Ended				Nine Months Ended
Capital Expenditures (In millions)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
U.S. markets	$	126.9	$	116.3	$	416.6	$	256.6
International markets		22.8		—		51.1		—
Total capital expenditures	$	149.7	$	116.3	$	467.7	$	256.6

Spain		47.4		—		132.3		—
Germany		26.6		—		86.6		—
Finland		21.9		—		41.5		—
Other foreign countries		28.2		—		74.8		—
Total	$	1,178.7	$	779.8	$	3,662.4	$	2,309.8


	As of		As of
Long-term assets, net (In millions)	September 30, 2017		December 31, 2016
United States	$	6,283.8	$	6,156.9
International		3,004.9		1,801.3
Total long-term assets (1)	$	9,288.7	$	7,958.2


	U.S. Pension Benefits				International Pension Benefits
(In millions)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Components of net periodic benefit cost:
Service cost	$	—	$	—	$	0.1	$	—
Interest cost		1.1		1.1		0.7		—
Expected return on plan assets		(0.8)		(0.9)		(0.8)		—
Net periodic benefit cost (credit)	$	0.3	$	0.2	$	—	$	—


			Subsidiary		Subsidiary		Consolidating		Consolidated
(In millions)	Holdings		Guarantors		Non-Guarantors		Adjustments		Holdings
Revenues
Admissions	$	—	$	438.2	$	315.3	$	—	$	753.5
Food and beverage		—		222.0		139.4		—		361.4
Other theatre		—		36.7		27.1		—		63.8
Total revenues		—		696.9		481.8		—		1,178.7
Operating costs and expenses
Film exhibition costs		—		221.5		143.3		—		364.8
Food and beverage costs		—		33.5		27.2		—		60.7
Operating expense		—		216.5		166.7		—		383.2
Rent		—		123.0		77.7		—		200.7
General and administrative:
Merger, acquisition and transaction costs		—		3.7		1.9		—		5.6
Other		0.3		16.7		15.8		—		32.8
Depreciation and amortization		—		72.9		62.3		—		135.2
Operating costs and expenses		0.3		687.8		494.9		—		1,183.0
Operating income (loss)		(0.3)		9.1		(13.1)		—		(4.3)
Other expense (income):
Equity in net (earnings) loss of subsidiaries		38.9		20.9		—		(59.8)		—
Other income		—		(0.4)		(0.2)		—		(0.6)
Interest expense:
Corporate borrowings		60.3		57.7		0.5		(57.7)		60.8
Capital and financing lease obligations		—		1.9		8.7		—		10.6
Equity in (earnings) loss of non-consolidated entities		—		3.8		(2.0)		—		1.8
Investment income		(56.8)		(17.0)		(0.5)		57.7		(16.6)
Total other expense (income)		42.4		66.9		6.5		(59.8)		56.0
Earnings (loss) before income taxes		(42.7)		(57.8)		(19.6)		59.8		(60.3)
Income tax provision (benefit)		—		(18.9)		1.3		—		(17.6)
Net loss	$	(42.7)	$	(38.9)	$	(20.9)	$	59.8	$	(42.7)


	Number of	Number of
	Screens As of	Screens As of
Format	September 30, 2017	December 31, 2016
Digital	11,046	10,558
3D enabled	5,361	5,070
IMAX® (3D enabled)	204	196
Dolby CinemaTM at AMC	82	48
Other PLF (3D enabled)	108	82
Dine-in theatres	430	342
Premium seating	2,423	1,984


					AMC Stubs® Revenue for
					Three Months Ended September 30, 2017
	Deferred						Food and				Other Theatre
	Membership		Deferred		Admissions		Beverage		Ticketing		Revenues
(In millions)	Fees		Rewards		Revenues		Revenues		Revenues		(Membership Fees)
Balance, June 30, 2017	$	16.5	$	24.5
Membership fees received		5.4		—	$	—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		6.7		(6.7)		—		—		—
Food and beverage		—		11.4		—		(11.4)		—		—
Rewards redeemed:
Admissions		—		(7.0)		7.0		—		—		—
Food and beverage		—		(10.2)		—		10.2		—		—
Amortization of deferred revenue		(6.5)		—		0.8		1.5		0.7		3.4
For the period ended or balance as of September 30, 2017	$	15.4	$	25.4	$	1.1	$	0.3	$	0.7	$	3.4


					AMC Stubs® Revenue for
					Nine Months Ended September 30, 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		21.6		—	$	—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		20.2		(20.2)		—		—		—
Food and beverage		—		32.2		—		(32.2)		—		—
Rewards redeemed:
Admissions		—		(20.1)		20.1		—		—		—
Food and beverage		—		(30.2)		—		30.2		—		—
Amortization of deferred revenue		(18.7)		—		2.2		4.4		2.2		9.8
For the period ended or balance as of September 30, 2017	$	15.4	$	25.4	$	2.1	$	2.4	$	2.2	$	9.8


					AMC Stubs® Revenue for
					Three Months Ended September 30, 2016
	Deferred						Food and				Other Theatre
	Membership		Deferred		Admissions		Beverage		Ticketing		Revenues
(In millions)	Fees		Rewards		Revenues		Revenues		Revenues		(Membership Fees)
Balance, June 30, 2016	$	12.8	$	16.3
Membership fees received		4.2		—	$	—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		6.2		(6.2)		—		—		—
Food and beverage		—		6.3		—		(6.3)		—		—
Rewards redeemed:
Admissions		—		(6.0)		6.0		—		—		—
Food and beverage		—		(6.1)		—		6.1		—		—
Amortization of deferred revenue		(6.1)		—		0.7		1.4		0.7		3.2
For the period ended or balance as of September 30, 2016	$	10.9	$	16.7	$	0.5	$	1.2	$	0.7	$	3.2


					AMC Stubs® Revenue for
					Nine Months Ended September 30, 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		17.1		—	$	—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		15.9		(15.9)		—		—		—
Food and beverage		—		19.3		—		(19.3)		—		—
Rewards redeemed:
Admissions		—		(16.0)		16.0		—		—		—
Food and beverage		—		(19.5)		—		19.5		—		—
Amortization of deferred revenue		(18.3)		—		0.7		1.4		0.7		15.5
For the period ended or balance as of September 30, 2016	$	10.9	$	16.7	$	0.8	$	1.6	$	0.7	$	15.5


	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 8, 2017		11.80


	Domestic	Odeon	Nordic
	Theatres	Theatres	Theatres
Description	September 30, 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