What changed in this filing

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Item 1A. Risk Factors

2023-02-28 compared with 2022-03-01 · 214 added, 145 removed, 279 unchanged (56% of the section changed)

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Risks Related to the COVID-19 Pandemic

● the impact of the COVID-19 virus on us, the motion picture exhibition industry, and the economy in general, including our response to the COVID-19 virus related to interruptions of operations at our theatres, personnel reductions and other cost-cutting measures and actions to maintain necessary liquidity, and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees.

● the impact of responses to the COVID-19 virus related to interruptions of operations at our theatres, personnel reductions and other cost-cutting measures and actions to maintain necessary liquidity, and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees.

Financial Risks

● our ability to obtain additional liquidity, which if not realized or insufficient, likely would result with us seeking an in-court or out-of-court restructuring of our liabilities absent more normalized levels of attendance and operating revenues, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock and other securities would likely suffer a total loss of their investment;

● our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, to pre-pay debt, and to refinance debt and to do so on favorable terms, and our ability to take advantage of certain business opportunities, which could negatively impact the ability of investors to recover their investment in the Common Stock ;

● our ability to obtain additional liquidity, which if not realized or insufficient, likely would result in us seeking an in-court or out-of-court restructuring of our liabilities absent more normalized levels of attendance and operating revenues, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock, AMC Preferred Equity Units and other securities would likely suffer a total loss of their investment;

● our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, to pre-pay debt, and to refinance debt and to do so with comparable interest rates or other favorable terms, and our ability to take advantage of certain business opportunities, which could negatively impact the ability of investors to recover their investment in the Common Stock and AMC Preferred Equity Units ;

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

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

● we are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Senior Secured Credit Facilities or the indentures governing our debt securities to pay dividends on our Common Stock;

● we are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Credit Agreement or the indentures governing our debt securities to pay dividends on our Common Stock and AMC Preferred Equity Units;

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

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

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

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

● AMC Stubs ® A-List may not meet anticipated revenue projections, which could result in a negative impact upon operating results;

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● the risk of severe weather events or other events caused by climate change disrupting or limiting operations;

● supply chain disruptions and labor shortages may negatively impact our operating results;

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

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

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

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

Regulatory Risks

● general and international economic, political, regulatory, social and financial market conditions, economic unrest, terrorism, hostilities, cyber-attacks, war, widespread health emergencies, such as COVID-19 or other pandemics, and other geopolitical risks;

● review by antitrust authorities in connection with acquisition opportunities;

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

● increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and pending future domestic privacy laws and regulations;

● geopolitical events, including the threat of terrorism or cyber-attacks, or widespread health emergencies, such as the novel coronavirus or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;

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

Risks Related to our Common Stock

● there has been significant recent dilution and potential future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock;

● the market price and trading volume of our shares of Common Stock has been and may continue to be volatile, and purchasers of our securities could incur substantial losses;

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

● 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;

● the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate approximately 100 theatres) completed accession talks at NATO headquarters in Brussels on July 4, 2022 and NATO ambassadors signed the accession protocols on July 5, 2022, which could cause a deterioration in the relationship each country has with Russia, and the potential impact of financial and economic sanctions on the regional and global economy.

Risks Related to our Shares

● there has been significant recent dilution and there may continue to be additional future dilution of our Common Stock and AMC Preferred Equity Units, which could adversely affect the market price of shares of our Common Stock and AMC Preferred Equity Units.

The risks of future dilution must also be weighed against the risks of failing to increase our authorized shares, each of which could adversely affect the market price of shares of our Common Stock and AMC Preferred Equity Units;

● the Special Meeting and the Charter Amendment Proposals, including the recent shareholder litigation seeking to prevent the conversion of AMC Preferred Equity Units into Common Stock without separate Common Stock class approval at the Special Meeting, could cause extreme volatility in our Common Stock

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

● if the Charter Amendment Proposals are approved, our authorized but unissued shares of Common Stock will increase, which could lead to the issuance of additional shares of Common Stock or securities convertible into Common Stock, which may have a dilutive effect on earnings per share and the relative voting power and may cause a decline in the trading price of the Common Stock;

● the market prices and trading volumes of our shares of Common Stock and AMC Preferred Equity Units, have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock and AMC Preferred Equity Units to incur substantial losses;

● a “short squeeze” due to a sudden increase in demand for shares of our Common Stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, may be currently leading to, and could again lead to, extreme price volatility in shares of our Common Stock and the price of the AMC Preferred Equity Units may also be subject to similar dynamics and volatility;

● there is no guarantee that our retail stockholders will continue to support AMC in the future, and negative sentiment among AMC’s retail stockholder base in the future could have a material adverse impact on the market prices of the Common Stock and AMC Preferred Equity Units and your investment therein;

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

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

● an issuance of preferred stock could dilute the voting power of the Common Stockholders and adversely affect the market value of our Common Stock.

● an issuance of preferred stock, including the Series A Convertible Participating Preferred Stock (represented by AMC Preferred Equity Units), could dilute the voting power of the common stockholders and adversely affect the market value of our Common Stock and AMC Preferred Equity Units;

● information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate;

● increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand for our Common Stock and our AMC Preferred Equity Units, which could result in a decline in the market price of our Common Stock and our AMC Preferred Equity Units.

Risk Related to the COVID-19 Pandemic

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

Over the course of 2021, we reopened and were operating in nearly all of our domestic and international theatres, with seating capacity restrictions winding down or eliminated in most jurisdictions.

Our reopened theatres are not generating the attendance and revenue from admissions and food and beverage sales compared to historical levels and our cash burn is higher than when theatres were closed.

After reopening substantially all of our theatres over the course of 2021, we are not generating the attendance and revenue from admissions and food and beverage sales compared to historical levels.

The extent of our cash burn in the future will primarily be dependent on attendance, which drives admission, food and beverage, and other revenue.

The ultimate duration of the pandemic is uncertain, and there remain significant risks that may negatively impact attendance, including a resurgence of COVID-19, consequential related restrictions, potential movie-goer reluctance to attend theatres due to COVID-19 outbreaks or the emergence of variant strains, movie studio release schedules and direct-to-streaming or other changing movie-studio practices as a result of the pandemic.

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

In addition, governmental officials may impose further restrictions on travel or introduce additional social distancing measures such as further limiting the number of people allowed in a theatre at any given time.

The resumption of operations has resulted in a ramp-up in costs to operate our business.

While we plan to closely monitor our costs to the extent possible, we continue to incur significant cash outflows, including interest payments, taxes, critical maintenance capital expenditures, expenses associated with the resumption of operations, and certain compensation and benefits payments.

We may face difficulty in maintaining relationships with our landlords, vendors, motion picture distributors, customers, and employees during suspension and recovery periods.

With the changing operating landscape for the film exhibition industry following the COVID-19 pandemic, we may face difficulty in maintaining relationships with our landlords, vendors, motion picture distributors, customers, and employees.

Since the outbreak of the COVID-19 virus, movie studios have, at various times, suspended production of movies and delayed the release date of movies.

Some movie studios have also reduced or eliminated the theatrical exclusive release window or have skipped a theatrical release and released their movies through streaming or other channels, or have announced that future theatrical releases will be released concurrently through streaming channels, and studios may continue to do

so with additional releases for the duration of the pandemic and after the pandemic has subsided.

The longer and more severe the pandemic, including repeat or cyclical outbreaks beyond the spread of the Omicron variant, the more severe the adverse effects will be on our business, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness.

Even when the COVID-19 pandemic subsides, we cannot guarantee that we will recover as rapidly as other industries, or that we will recover as rapidly as others within the industry due to our strong footprint in densely populated areas.

For example, even where applicable government restrictions are lifted or reduced, it is unclear how quickly patrons will return to our theatres, which may be a function of continued concerns over safety and social distancing and/or depressed consumer sentiment due to adverse economic conditions, including job losses, among other things.

The continued high level of COVID-19 cases may continue to significantly depress attendance levels.

If we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation, which could significantly adversely affect our business.

Furthermore, the effects of the pandemic on our business could be long-lasting and could continue to have adverse effects on our business, results of operations, liquidity, cash flows and financial condition, some of which may be significant, and may adversely impact our ability to operate our business on the same terms as we conducted business prior to the pandemic.

Significant impacts on our business caused by the COVID-19 pandemic include and are likely to continue to include, among others:

● lack of availability of films in the short or long term, including as a result of (i) continued delay in film releases;

(ii) release of scheduled films on alternative channels or (iii) disruptions of film production;

● decreased attendance at our theatres, including due to (i) continued safety and health concerns, (ii) additional regulatory requirements limiting our seating capacity, (iii) a change in consumer behavior in favor of alternative forms of entertainment, or (iv) resistance to locally imposed vaccination requirements in certain markets;

Some movie studios have also reduced or eliminated the theatrical exclusive release window or have skipped a theatrical release and released

their movies through streaming or other channels, or have announced that future theatrical releases will be released concurrently through streaming channels, and studios may continue to do so with additional releases.

Significant impacts on our business caused by changes in the film exhibition industry during the course of, and after, the COVID-19 pandemic include and are likely to continue to include, among others:

● lack of availability of films in the short or long term, including as a result of release of scheduled films on alternative channels;

● decreased attendance at our theatres, including due to changes in consumer behavior in favor of viewing feature-length movies at home on directly to video streaming or PVOD platforms or spending on alternative forms of entertainment;

● increased operating costs resulting from additional regulatory requirements enacted in response to the COVID-19 pandemic and from precautionary measures we voluntarily take at our facilities to protect the health and well-being of our customers and employees;

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

● unavailability of employees and/or their inability or unwillingness to conduct work under any revised work environment protocols, including vaccination mandates, or due to general shortages in the labor market;

● supply chain disruptions that may affect the availability and costs of food, beverage, and other items that we sell in our theatres;

● increased risks related to employee matters, including increased employment litigation and claims relating to terminations or furloughs caused by the suspension of theatre operations and vaccination or testing requirements;

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

● supply chain disruptions that may continue to affect the availability and costs of food, beverage, and other items that we sell in our theatres;

● increased risks related to employee matters, including increased employment litigation and claims relating to terminations and vaccination or testing requirements;

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

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● our inability to service our existing and future indebtedness or other liabilities, the failure of which could result in insolvency proceedings and result in a total loss of your equity investment.

The outbreak of COVID-19 has also significantly increased economic uncertainty and disrupted supply chains.

It is possible that the current outbreak or continued spread of COVID-19 will cause a global recession, which could further adversely affect our business, and such adverse effects may be material.

We have never previously experienced a complete cessation of our operations, and as a consequence, our ability to predict the impact of such a cessation on our operations and future prospects is uncertain.

In addition, the magnitude, duration and speed of the global pandemic is uncertain.

As a consequence, we cannot estimate the impact on our business, financial condition or near or longer-term financial or operational results with certainty.

The COVID-19 pandemic (including governmental responses, broad economic impacts and market disruptions) has heightened the risks related to the other risk factors described herein.

Financial Risks

In the absence of significant increases in attendance from current levels, or obtaining significant additional sources of liquidity, an investment in our Common Stock is highly speculative;

holders of our Common Stock could suffer a total loss of their investment.

To remain viable beyond the next twelve months, the Company will require additional sources of liquidity, reductions or abatements of its rent obligations and/or significant increases in attendance levels , see Liquidity and Capital Resources—For the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 included in Part II, Item 7 thereof for further information regarding attendance assumptions.

In the absence of significant increases in operating revenues and attendance from current levels, or obtaining significant additional sources of liquidity, an investment in our Common Stock and AMC Preferred Equity Units is highly speculative;

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

To remain viable beyond the next twelve months, the Company will require additional sources of liquidity, reductions or abatements of its rent obligations and/or significant increases in operating revenues and attendance levels , see Liquidity and Capital Resources—For the Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 included in Part II, Item 7 thereof for further information regarding operating revenue and

attendance assumptions.

The required amounts of additional liquidity may be material.

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Any individual source of liquidity that the Company is pursuing may not be sufficient to address all the Company’s future liquidity requirements, and even if all of the potential sources of liquidity that the Company is pursuing are available, they may not be sufficient to address the Company’s liquidity requirements.

Further, any relief provided by lenders, governmental agencies, and business partners may not be adequate and may include onerous terms, particularly if we face additional rounds of suspension of operations at our theatres, scheduled movies releases fail to drive increased attendance, scheduled releases continue to be postponed or moved to the home video market, or if the attendance levels of, and revenues generated by, our reopened theatres normalize at a level that will not support our substantial amount of indebtedness, rent liabilities or other obligations.

Due to these factors, if attendance levels do not increase significantly compared to 2021 and if the Company is unable to obtain the necessary additional sources of liquidity, an investment in our Common Stock is highly speculative.

In the event the Company’s attendance levels do not continue to increase significantly compared to 2021 and achieve levels in line with pre COVID-19 attendance, we would seek to negotiate with creditors changes to our balance sheet liabilities and continue to take steps to reach agreements with our landlords to reduce or abate its rent obligations.

Ultimately, if attendance levels do not normalize and we are unsuccessful in restructuring our liabilities, we would face the risk of a future liquidation or bankruptcy proceeding, in which case holders of the Company’s Common Stock would likely suffer a total loss of their investment.

Our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, which could negatively impact your ability to recover your investment in the Common Stock.

Further, any relief provided by lenders, governmental agencies, and business partners may not be adequate and may include onerous terms, particularly if we face additional rounds of suspension of operations at our theatres, scheduled film releases fail to drive increased operating revenues and attendance, scheduled releases are postponed or moved to the home video market, or if the attendance levels of, and revenues generated by, our theatres normalize at a level that will not support our substantial amount of indebtedness, rent liabilities or other obligations.

Due to these factors, if the Company is unable to obtain the necessary additional sources of liquidity, an investment in our Common Stock and AMC Preferred Equity Units is highly speculative.

In the event the Company’s operating revenues and attendance levels do not continue to increase significantly from 2021 and 2022 levels to pre-COVID-19 levels, we would seek to negotiate with creditors changes to our balance sheet liabilities and continue to take steps to reach agreements with our landlords to reduce or abate its rent obligations.

Ultimately, if operating revenues and attendance levels do not normalize and we are unsuccessful in restructuring our liabilities, we would face the risk of a future liquidation or bankruptcy proceeding, in which case holders of the Company’s Common Stock and AMC Preferred Equity Units would likely suffer a total loss of their investment.

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

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As of December 31, 2022, we also had approximately $4.8 billion of discounted rental payments under operating leases (with a weighted average remaining lease term of 9.4 years).

Subsequent to December 31, 2021, our indebtedness has increased due to the $950 million

aggregate principal amount of 7.5% First Lien Senior Secured Notes due 2029 that were issued on February 14, 2022, partially offset by the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of our 10.5% First Lien Senior Secured Notes due 2026, and $73.5 million aggregate principal amount of our 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026.

The Company’s cash expenditures for rent increased significantly in the second, third, and fourth quarters of 2021 as previously deferred rent payments and landlord concessions started to become current obligations.

Including repayments of deferred lease amounts, the Company’s cash expenditures for rent increased substantially in the second, third and fourth quarters of 2021 and throughout 2022 as previously deferred rent payments and landlord concessions started to become current obligations.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

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Our substantial level of indebtedness and the current constraints on our liquidity could have important consequences, including the following:

● we entered into the Ninth Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Obligations in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) , pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Obligations in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) from March 31, 2022 to March 31, 2023, as described, and on the terms and conditions specified, therein, including a minimum liquidity requirement of $100 million during the covenant suspension period in addition to the £ 32.5 million minimum liquidity required (approximately $44 million) required under the Odeon Term Loan Facility.

A breach of any condition to the financial covenant suspension set forth in the Credit Agreement may result in an event of default under the Credit Agreement or resume testing of the financial covenant;

● we entered into the Ninth Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) , pursuant to which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination of the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) and Twelfth Amendment from March 31, 2022 to March 31, 2023 and then from March 31, 2023 to March 31, 2024, respectively, in each case, as described, and on the terms and conditions specified, therein, including a minimum liquidity requirement of $100 million during the covenant suspension period.

A breach of any

condition to the financial covenant suspension set forth in the Credit Agreement may result in an event of default under the Credit Agreement or resume testing of the financial covenant;

● we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness, which reduces or will reduce funds available to us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential acquisitions;

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

● we may be more vulnerable to economic downturn and adverse developments in our business.

● we may be more vulnerable to economic downturn and adverse developments in our business, including potential economic recession, inflation, and other risks that may negatively impact discretionary income and our operating revenues, and attendance levels.

We and our subsidiaries may be able to incur additional indebtedness in the future, subject to the restrictions contained in the agreements governing our indebtedness.

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As of December 31, 2022, goodwill recorded on our consolidated balance sheet totaled $2,342.0 million.

If the market price of our Common Stock declines, if the fair value of our debt declines, or if other events or circumstances change that would more likely than not reduce the fair value of our reporting units below their respective carrying value, all or a portion of our goodwill may be impaired in future periods.

If the market price of our Common Stock or AMC Preferred Equity Units declines, if the fair value of our debt declines, or if other events or circumstances change that would more likely than not reduce the fair value of our reporting units below their respective carrying value, all or a portion of our goodwill may be impaired in future periods.

We review long-lived assets, including goodwill, indefinite-lived intangible assets and other intangible assets and theatre assets (including operating lease right-of-use lease assets) whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

The review for goodwill compares the fair value for each of our reporting units to their associated carrying value.

Factors that could lead to impairment of goodwill and intangible assets include adverse industry or economic trends, reduced estimates of future cash flows, and declines in the market price of our Common Stock or declines in the fair value of our debt.

Factors that could lead to impairment of goodwill and intangible assets include adverse industry or economic trends, reduced estimates of future cash flows, and declines

in the market price of our Common Stock or AMC Preferred Equity Units or declines in the fair value of our debt.

Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance, including estimating the fair value of our corporate borrowings and finance lease obligations.

We may be required to record future charges to earnings during the period in which an impairment of goodwill or intangible assets is determined to exist.

During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we recorded impairment of long-lived asset charges of $77.2 million, $177.9 million, $84.3 million (including $60.0 million related to the write-down of operating lease right-of-use assets, which were recorded in connection with the adoption of ASC 842, Leases), respectively.

During the years ended December 31, 2022, December 31, 2021, and December 31, 2020, we recorded impairment of long-lived asset charges of $133.1 million, $77.2 million, $177.9 million, respectively.

The assets impaired during year 2022 included 68 theatres in the U.S.

markets with 805 screens (in Alabama, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Minnesota, Mississippi, Missouri, Montana, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, West Virginia, and Wisconsin) and 14 theatres in the International markets with 18 screens (in Italy, Norway, Spain, and the UK).

markets with 817 screens and 53 theatres in the International markets with 456 screens.

No goodwill non-cash impairment charges were recorded for the years ended December 31, 2022 and December 31, 2021 as we determined it was not more likely than not that the fair value of our reporting units was below their respective carrying values.

During the year ended December 31, 2020, we recorded goodwill non-cash impairment charges of $1,276.1 million and $1,030.3 million related to the enterprise fair values of the Domestic Theatres and International Theatres reporting units, respectively.

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We recorded non-cash impairment charges of $14.4 million related to our definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020.

We also recorded impairment of other assets recorded in investment expense (income) of $15.9 million and $3.6 million, during the years ended December 31, 2020 and December 31, 2019, respectively, and impairment of equity method investments recorded in equity in (earnings) loss of non-consolidated entities of $8.6 million during the year ended December 31, 2020.

We also recorded impairment of other assets recorded in investment expense (income) of $15.9 million during the year ended December 31, 2020 and impairment of equity method investments recorded in equity in (earnings) loss of non-consolidated entities of $8.6 million during the year ended December 31, 2020.

Limitations on the availability of capital and reductions to capital expenditures may delay or prevent deployment of strategic initiatives.

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A lack of available capital resources due to business performance or other financial commitments could prevent or delay the deployment of innovations in our theatres.

We may reduce capital expenditures significantly or seek additional financing or issue additional securities, which may affect the timing and scope of growth

We may reduce capital expenditures significantly or seek additional financing or issue additional securities, which may affect the timing and scope of growth strategy.

We cannot be certain that we will be able to obtain new financing on favorable terms, or at all.

In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional or improved theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Senior Secured Credit Facilities or the indentures governing our debt securities to pay dividends on our Common Stock.

We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Credit Agreement or the indentures governing our debt securities to pay dividends on our Common Stock and AMC Preferred Equity Units.

We currently are not paying a cash dividend.

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Our subsidiaries' ability to make distributions to us will depend on their ability to generate substantial operating cash flow.

Our ability to pay dividends to our stockholders in the future is subject to the terms of our Senior Secured Credit Facilities and the indentures governing our outstanding notes.

Our ability to pay dividends to our stockholders in the future is subject to the terms of our Credit Agreement and the indentures governing our outstanding notes.

Our operating cash flow and ability to comply with restricted payment covenants in our debt instruments will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control.

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● even if we determine to resume paying cash dividends, the actual amount of dividends distributed and the decision to make any distribution is entirely at the discretion of our board of directors and future dividends, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant;

● the amount of dividends distributed is and will be subject to contractual restrictions under the restrictive payment covenants contained in the indentures governing our debt securities, the terms of our Senior Secured Credit Facilities, and the terms of any other outstanding or future indebtedness incurred by us or any of our subsidiaries;

Agreement, and the terms of any other outstanding or future indebtedness incurred by us or any of our subsidiaries;

● the amount of dividends distributed is subject to state law restrictions.

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For the year ended December 31, 2022, our domestic cumulative pre-tax losses continue to raise uncertainty about the likelihood of realizing our deferred tax assets.

jurisdiction, we recorded a net increase in valuation allowance of $279.0 million and total tax benefit of $9.4 million for 2021.

jurisdiction, we recorded a net increase in valuation allowance of $350.0 million and total tax expense of $1.0 million for 2022.

During the first quarter of 2020, the severe impact of the COVID-19 pandemic on operations in Germany and Spain caused us to conclude the realizability of deferred tax assets held in those jurisdictions does not meet the more likely than not standard.

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During 2021, we recorded a valuation allowance on all other deferred tax assets in Sweden, resulting in a charge of less than $1 million.

With the exception of Finland and Norway, all other international jurisdictions carried valuation allowances against their deferred tax assets at the end of 2021.

With the exception of Finland, all other international jurisdictions carried valuation allowances against their deferred tax assets at the end of 2022.

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

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In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021 and the transition period has been subsequently extended through June 2023.

The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR.

The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR.

ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR.

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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 could hurt our business and results of operations.

Conversely, the successful performance of these motion pictures, particularly the

sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations.

Poor performance of, or any disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), a reduction in the marketing efforts of the major motion picture studios, the choice by distributors to release fewer feature-length movies theatrically, or the choice to release feature-length movies directly to video streaming or PVOD platforms, either in lieu of or on the same date as a theatrical release, could hurt our business and results of operations.

Conversely, the successful performance of these motion pictures, particularly the sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations.

As movie studios rely on a smaller number of higher grossing “tent pole” films there may be increased pressure for higher film licensing fees.

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We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit, and our business may be adversely affected if our access to motion pictures is limited or delayed.

Historically, major motion picture distributors have been required by law pursuant to certain long-standing consent decrees to offer and license film to exhibitors, including us, on a film-by-film and theatre-by-theatre basis.

Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors but must compete for our licenses on a film-by-film and theatre-by-theatre basis.

However, given the termination of the consent decrees in 2020, which will become fully effective in 2022 (see the Regulatory Environment section in Part I, Item 1 “Business” of this Annual Report on Form 10-K), these practices may change in ways that cannot be predicted.

Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all.

With only 6 movie studio distributors representing approximately 87% of our U.S.

With only seven movie studio distributors representing approximately 88% of our U.S.

markets’ box office revenues in 2022 and 4 movie studio distributors representing approximately 73% of our International markets’ box office revenues in 2022, there is a high level of concentration and continued consolidation in the industry.

Our business may be adversely affected if our access to motion pictures is limited or delayed because of deterioration in our relationships with one or more distributors or for some other reason.

Our business may be adversely affected if our access to motion pictures is limited or delayed because of deterioration in our relationships with one or more distributors or for

some other reason.

To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

Our results of operations will be impacted by shrinking theatrical exclusive release windows and other practices adopted by movie studies.

Over the last decade, the average theatrical exclusive release window, which represents the time that elapses from the date of a film’s theatrical release to the date a film is available to consumers in-home, has decreased from approximately four months to approximately one and a half months.

Additionally, during the COVID-19 pandemic, certain movie studios have adopted strategies that have eliminated the theatrical exclusive release window.

Notably, Warner Bros.

released its entire slate of films for 2021 simultaneously in theatres and on its home streaming service.

Other studios such as Disney have released (and have indicated an intention in certain cases to continue to release) movie titles directly to the in-home and streaming channels, avoiding a theatrical release.

Other studios may adopt similar strategies, and these adjustments due to the COVID-19 pandemic may lead to permanent changes that shorten or eliminate the theatrical exclusive release window.

Additionally, during the COVID-19 pandemic, certain movie studios adopted strategies that have eliminated the theatrical exclusive release window.

While this trend has diminished in 2022 as the COVID-19 pandemic has diminished, studios may adopt similar strategies in the future that shorten or eliminate the theatrical release window.

These practices have significantly impacted our revenues and are expected to continue to have an adverse impact on our business and results of operations going forward.

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We cannot give assurance that we would be able to locate or employ qualified replacements for senior management or key employees on acceptable terms.

Supply chain disruptions and labor shortages may negatively impact our operations and operating results.

We rely on a limited number of suppliers for certain products, supplies and services, including a single vendor for the warehousing and distribution of most of the products and supplies for our food and beverage operations.

Shortages, delays, or interruptions in the availability of food and beverage items and other supplies to our theatres may be caused by adverse weather conditions;

Supply chain disruptions, labor shortages, and inflation may negatively impact our operations and operating results.

We rely on a limited number of suppliers for certain products, supplies and services, including a single U.S.

vendor for the warehousing and distribution of most of the products and supplies for our U.S.

food and beverage operations.

Items such as consumable oils used in food preparation and containers/packaging for food and beverage service have been impacted by price and availability in both the U.S.

markets and International markets.

Shortages, delays, or interruptions in the availability of food and beverage items and other supplies to our theatres may be caused by commodity availability;

public health crises or pandemics, including resulting lockdowns in areas where goods are manufactured;

social or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and the potential impact of financial and economic sanctions on the regional and global economy;

labor issues or other operational disruptions;

the inability of our suppliers to manage adverse business conditions, obtain

credit or remain solvent;

adverse weather conditions;

natural disasters;

governmental regulation;

commodity availability;

public health crises or pandemics;

labor issues or other operational disruptions;

the inability of our suppliers to manage adverse business conditions, obtain credit or remain solvent;

or other conditions beyond our control.

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We expect these issues to continue for the foreseeable future and plan to minimize the impact by focusing on the supply of those items with the greatest impact on our sales and operations.

During the recovery from the impacts of the COVID-19 pandemic, we have, with regard to certain items, experienced difficulties in maintaining a consistent supply, seen delays in production and deliveries, been required to identify alternative suppliers, and suspended sales regionally or entirely.

We expect these issues to continue for the foreseeable future and plan to minimize the impact by focusing on the supply of those items with the greatest impact on our sales and operations.

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

The success of our business depends on our ability to recruit and retain staff members for our theatres.

Without proper staffing, wait times to buy tickets and concessions are extended, operating hours may be reduced, and, even in some cases, theatres cannot open at all.

Without proper staffing, wait times to buy tickets and concessions are extended, operating hours may be reduced, and, in some cases, theatres cannot open at all.

As patrons begin to return to our theatres in greater numbers, these conditions may result in a poor guest experience, perhaps causing them to not return in the future.

labor shortages have also resulted in wages rising to be competitive in the small available workforce.

These labor shortages have also required us to raise wages to be competitive in the small available workforce.

Increased labor costs cut into profits already extremely affected by COVID-19.

In addition, we are dependent upon natural gas and electricity to operate our theatres.

The cost of natural gas and electricity may fluctuate widely due to economic and political conditions, government policy and regulations, war, or other unforeseen circumstances.

Substantial future increases in prices, including the availability and/or cost of energy in Europe, for, or shortages of, natural gas and electricity could have a negative effect on our profitability.

There can be no assurance that we can cover these potential cost increases through future pricing actions.

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

In an inflationary environment, such as the current economic environment, depending on the market conditions in each region or country, we may be unable to raise the prices of our movie tickets or food and beverage products enough to keep up with the rate of inflation, which would reduce our profitability, and continued inflationary pressures could impact our business, financial condition, and results of operations.

Optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs.

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We typically require 18 to 24 months in the United States from the time we reach an agreement with a landlord to when a theatre opens.

This timeframe may vary as we introduce this concept in international markets.

This timeframe may vary in international markets.

In addition, the improvement of our existing theatres through our enhanced food and beverage and recliner seating and premium sight and sound initiatives is subject to substantial risks, such as difficulty in obtaining permits, landlord approvals and operating licenses (e.g.

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Regulatory Risks

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

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

Our success depends on general political, social, and economic conditions and the willingness of consumers to spend money at movie theatres.

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In addition, our operations could be adversely affected if consumers’ discretionary income falls as a result of an economic downturn.

Geopolitical events, including the threat of terrorism or cyber-attacks, or widespread health emergencies, such as COVID-19 or other pandemics or epidemics, could cause people to avoid our theatres or other public places where large crowds are in attendance.

Geopolitical events, including the threat of regional war, terrorism or cyber-attacks, or widespread health emergencies, such as COVID-19 or other pandemics or epidemics, could cause people to avoid our theatres or other public places where large crowds are in attendance.

In addition, due to our concentration in certain markets, natural disasters such as hurricanes or earthquakes in those markets could adversely affect our overall results of operations.

We are subject to substantial government regulation, which could entail significant cost.

We are subject to various federal, state and local laws, regulations and administrative practices both domestically and internationally affecting our business, and we must comply with provisions regulating antitrust, customary health and sanitation standards and those imposed as a result of the COVID-19 pandemic, equal employment, environmental, licensing for the sale of food and, in some theatres, alcoholic beverages, and data protection and privacy laws, including GDPR, CCPA, and other pending future domestic privacy laws and regulations.

We are subject to various federal, state and local laws, regulations and administrative practices both domestically and internationally affecting our business, and we must comply with provisions regulating antitrust, customary health and sanitation standards and those imposed as a result of the COVID-19 pandemic, equal employment, environmental, licensing for the sale of food and, in some theatres, alcoholic beverages, and data protection and privacy laws, including GDPR, and all other current and pending privacy and data regulations in the jurisdictions where we have operations.

Our new theatre openings could be delayed or prevented or our existing theatres could be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

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In certain circumstances, we might be solely responsible for any such liability under environmental laws, and such claims could be material.

In the U.S., our theatres must comply with Title III of the Americans with Disabilities Act of 1990 (“ADA”).

In the United States, our theatres must comply with Title III of the Americans with Disabilities Act of 1990 (“ADA”).

Compliance with the ADA requires that public accommodations, including websites and mobile apps for such public accommodations, “reasonably accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities” conform to accessibility guidelines unless “structurally impracticable” for new construction or technically infeasible for alterations.

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We are subject to complex taxation, changes in tax rates, adoption of new United States, European Union or international tax legislation and disagreements with tax authorities that could adversely affect our business, financial condition or results of operations.

We are subject to many different forms of taxation in both the U.S.

We are subject to many different forms of taxation in both the United States.

and in foreign jurisdictions where we operate.

Current economic and political conditions, including Brexit and Organization for Economic Co-operation and Development’s (“OECD”), proposed recommendations around taxation in the Digital Economy, make tax rates, transfer pricing compliance and tax regulations, including in the U.S., U.K, and European Union subject to significant change.

Current economic and political conditions, including Brexit and Organization for Economic Co-operation and Development’s (“OECD”), proposed recommendations around taxation in the Digital Economy, make tax rates, transfer pricing compliance and tax regulations, including in the United States, United Kingdom, and European Union subject to significant change.

Recent examples include the Court of Justice of the European Union narrowing the EU Interest & Royalty withholding directive, OECD recommendations on Base Erosion and Profit Shifting (“BEPS”) including new rules for the allocation of multinational organization profits between countries and a global minimum tax rate, the European Commission’s Anti-Tax Avoidance Package, the U.S.

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There are various potential triggers including illiquidity, over-indebtedness and inadequate capitalization.

If our international subsidiaries were required to (and did) pursue insolvency proceedings, that could in turn trigger events of default under our international credit facility and/or have other material adverse effects on our business and financial position, including additional insolvency proceedings.

If our international subsidiaries were required to (and did) pursue insolvency proceedings, that could in turn trigger events of default under our international senior secured notes and/or have other material adverse effects on our business and financial position, including additional insolvency proceedings.

We may be reviewed by antitrust authorities.

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

● the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and the potential impact of financial and economic sanctions on the regional and global economy;

● the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate approximately 100 theatres) and their potential accession to NATO, which could cause a deterioration in the relationship each country has with Russia, and the potential impact of financial and economic sanctions on the regional and global economy;

● fluctuations in foreign currency exchange rates which could lead to fluctuations in our reported results of operations or result in significant decreases in the value of our international investments as denominated in U.S.

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● restrictions on foreign ownership of subsidiaries;

● data protection and privacy laws, including GDPR, and similar domestic laws such as the California Privacy Act, and other restrictions on transferring personally identifiable information outside of a jurisdiction;

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

● tariffs and other trade barriers.

If we are unable to manage the complexity of our global operations successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Risk Related to our Common Stock

There has been significant recent dilution and there may continue to be additional future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock.

The risks of future dilution must also be weighed against the risks of failing to increase our authorized shares, each of which could adversely affect the market price of shares of our Common Stock.

From January 1, 2020 through February 24, 2022, we have issued 464,698,868 shares of our Common Stock 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.

As of February 24, 2022, there were 516,778,945 shares of Common Stock issued and outstanding.

The dilutive effect of these issuances was partially offset by the cancellation of 51,769,784 shares of our Class B common stock.

If, in the future, we obtain shareholder approval to increase our authorized shares, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes.

We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock.

We may also acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock or just shares of Common Stock.

Additionally, vesting under our equity compensation programs results in the issuance of new shares and shares withheld to cover tax withholding obligations upon vesting remain available for future grants.

Any of these events may dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

If we are unable to obtain shareholder approval to increase our authorized shares, this will create substantial risks, which could have an adverse effect on the price of our shares of Common Stock, including:

● we will be unable to issue equity to bolster our liquidity and respond to future challenges, including if attendance levels do not return to the levels assumed;

Risk Related to our Share Issuances

There has been significant recent dilution and there may continue to be additional future dilution of our Common Stock and AMC Preferred Equity Units, which could adversely affect the market price of shares of our Common Stock and AMC Preferred Equity Units.

The risks of future dilution must also be weighed against the risks of failing to increase our authorized shares of Common Stock, each of which could adversely affect the market price of shares of our Common Stock and AMC Preferred Equity Units.

From January 1, 2020 through February 22, 2023, the outstanding shares of our Common Stock have increased by 459,834,339 shares in a combination of at-the-market sales, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

On August 19, 2022, the Company issued a dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, which resulted in the issuance of 516,820,595 AMC Preferred Equity Units.

From August 19, 2022 through February 22, 2023, we issued 413,029,017 AMC Preferred Equity Units in combination of at-the-market sales, exchanges of debt, private placement transactions, and equity grant vesting.

As of February 22, 2023, there were

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

Pursuant to our strategy to enhance our liquidity, we intend to issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock.

If, in the future, we obtain shareholder approval to amend our certificate of incorporation to increase our authorized shares, including if the Charter Amendment Proposals are approved by our stockholders at the Special Meeting, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes.

We may also acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock or AMC Preferred Equity Units, or just shares of Common Stock.

Additionally, vesting under our equity compensation programs results in the issuance of new shares of Common Stock and AMC Preferred Equity Units and shares withheld to cover tax withholding obligations upon vesting remain available for future grants.

Any of these events may dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock and AMC Preferred Equity Units.

To provide for the authorization of a sufficient number of authorized and unissued and unreserved shares of the Common Stock into which the Series A Convertible Participating Preferred Stock (and, by virtue of such conversion, AMC Preferred Equity Units) can convert in full, the Company has called a special meeting to be held on March 14, 2023 (the “Special Meeting”) to obtain the requisite stockholder approval of the Charter Amendment Proposals.

If the Charter Amendment Proposals are approved by our stockholders, we will have additional authorized but unissued Common Stock that may be used in the future for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances.

These future issuances may be dilutive and result in a decline in the market price of our Common Stock.

If we are unable to obtain shareholder approval to increase our authorized shares, including pursuant to the Charter Amendment Proposals, this will create substantial risks, which could have an adverse effect on the price of our shares of Common Stock and AMC Preferred Equity Units, including:

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

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

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

● we will 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 market prices and trading volume that our shares of Common Stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock could incur substantial losses.

For example, during 2021, the market price of our Common Stock has fluctuated from an intra-day low of $1.91 per share on January 5, 2021 to an intra-day high on the NYSE of $72.62 on June 2, 2021.

Since June 2, 2021, the trading price of our Common Stock has reached an intra-day low on the NYSE of $13.40 per share on January 28, 2022, and the reported sale price of our Common Stock on the NYSE on February 24, 2022, was $17.68 per share.

During 2021, daily trading volume ranged from approximately 18,270,800 to 1,222,342,500 shares.

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

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

The Special Meeting and the Charter Amendment Proposals could cause extreme volatility in our Common Stock and AMC Preferred Equity Units and may adversely affect the market price of our Common Stock and/or AMC Preferred Equity Units.

At the Special Meeting, all holders of our shares of Common Stock and holders of shares of Series A Convertible Participating Preferred Stock (which are represented by AMC Preferred Equity Units) on the books of Computershare Trust Company, N.A.

as of the record date for the Special Meeting will be entitled to vote on the Charter Amendment Proposals.

If stockholders approve the Charter Amendment Proposals, upon the effectiveness of the Charter Amendment Proposals, the AMC Preferred Equity Units will be automatically converted into shares of our Common Stock and the AMC Preferred Equity Units will cease trading and be delisted from the NYSE.

The effect of the Charter Amendment Proposals, including the Reverse Split Proposal (as defined in Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof), upon the market price of our Common Stock cannot be predicted with certainty.

Given the current disparity in the trading prices of the AMC Preferred Equity Units and the Common Stock, the conversion of AMC Preferred Equity Units into Common Stock could adversely affect the market price of the Common Stock.

Conversely, if the Charter Amendment Proposals are not approved, the AMC Preferred Equity Units will not convert into shares of Common Stock, which could also adversely affect the market price of the AMC Preferred Equity Units, cause extreme volatility, make it difficult to raise additional equity without causing significant economic dilution to the Common Stock, which could also adversely affect the market price of the Common Stock.

If the Charter Amendment Proposals are not approved, the Company may not make another proposal with respect to the common stock amendment, or it may be some time before any such proposal is made, although such determination will be made by the Company’s Board at its sole discretion.

In addition, the results of reverse stock splits by companies in the past have been varied.

There can be no assurance that the total market capitalization of our Common Stock after the Reverse Split Proposal (if approved) (the “Reverse Stock Split”) will be equal to or greater than the total market capitalization before the Reverse Stock Split or that the per share market price of our Common Stock following the Reverse Stock Split will increase in proportion to the reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split.

Further, the market price and trading volume of our shares of Common Stock has been subject to extreme volatility and approval of the Charter Amendment Proposals, including the Reverse Stock Split, may increase such volatility, with a decline in the market price of our Common Stock after the Reverse Stock Split resulting in a greater percentage decline than would occur in the absence of a Reverse Stock Split.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.

AMC Entertainment Holdings, Inc., et al., C.A.

2023-0215-MTZ (Del.

Ch.) (the “Allegheny Action”), and Munoz v.

Aron, et al., C.A.

2023-0216-MTZ (Del.

Ch.) (the “Munoz Action” and together with the Allegheny Action, the “Shareholder Lawsuits”).

See Note 11—Commitments and Contingencies for additional information about the Shareholder Lawsuits.While we will vigorously contest the Shareholder Lawsuits, the outcome of the Shareholder Lawsuits, or any similar future lawsuits, is uncertain.

In addition, while we anticipate that the Special Meeting will still be held on March 14, 2023, we will not be able to implement the Charter Amendment Proposals pending a ruling by the court on the plaintiff’s to-be-filed preliminary injunction motion, which may substantially delay or prevent the conversion of AMC Preferred Equity Units into Common Stock.

If the plaintiffs are successful in obtaining injunctive or other relief restraining, delaying, enjoining or otherwise prohibiting the Charter Amendment Proposals from going into effect, this would likely adversely affect the market price of the AMC Preferred Equity Units, cause extreme volatility, make it difficult to raise additional equity without causing significant economic dilution to both the AMC Preferred Equity Units and the Common Stock, which could also adversely affect the market price of the Common Stock.

If the plaintiffs are successful in their claim for breach of 8 Del.

§ 242(b), we may be prohibited from issuing additional AMC Preferred Equity Units which would substantially harm our ability to generate additional liquidity, reduce our debt or engage in strategic transactions.

The market prices and trading volumes of our shares of Common Stock and AMC Preferred Equity Units have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock and AMC Preferred Equity Units to incur substantial losses.

The market prices and trading volume of our shares of Common Stock and AMC Preferred Equity Units have been and may continue to be subject to wide fluctuations in response to numerous factors, many of which are beyond our control.

Because each AMC Preferred Equity Unit initially represents the right to receive one share of our Common Stock upon effectiveness of the common stock amendment, and is otherwise designed to bear equivalent economic and voting rights as described herein, the market price of the AMC Preferred Equity Units may be correlated with the market price of our Common Stock.

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience extreme volatility, which could cause purchasers of our Common Stock and AMC Preferred Equity Units to incur substantial losses.

For example, during 2022, the market price of our Common Stock has fluctuated from an intra-day low of $3.81 per share on December 28, 2022 to an intra-day high on the NYSE of $17.17 on March 29, 2022.

The market price of our AMC Preferred Equity Units has fluctuated from an intra-day low of $0.65 on December 19, 2022 to an intra-day high of $10.50 on August 22, 2022.

The reported sale price of our Common Stock and AMC Preferred Equity Units on the NYSE on February 23, 2023, was $6.23 per share and $2.22 per share.

During 2022, daily trading volume ranged from approximately 8,287,600 to 226,704,100 shares and the AMC Preferred Equity Units ranged from approximately 5,921,800 to 180,271,200.

We believe that the recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last.

Under the circumstances, we caution you against investing in our Common Stock, 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 have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums.

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 price of our Common Stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

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

● our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from those seen prior to recent volatility and 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 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 is caused, as has widely been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our Common Stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated;

● if the market price of our Common Stock declines, you may be unable to resell your shares at or above the price at which you acquired them.

We cannot assure you that the equity issuance of our Common Stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses;

● the Company will pay cash tax liabilities of $52.2 million to cover withholding obligations upon vesting of awards under our Equity Incentive Plan in January and February of 2022.

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

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

● our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from those seen prior to recent volatility and that are significantly higher than our market capitalization immediately prior to the COVID-19 pandemic, and to the extent, these valuations reflect trading dynamics unrelated to our financial performance or prospects, purchasers of our Common Stock and AMC Preferred Equity Units could incur substantial losses if there are declines in market prices driven by a return to earlier valuations;

● to the extent volatility in our Common Stock and AMC Preferred Equity Units is caused, or may from time to time be caused, as has widely been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our Common Stock and AMC Preferred Equity Units as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated;

● if the market price of our Common Stock and/or AMC Preferred Equity Units declines, you may be unable to resell your shares of Common Stock or AMC Preferred Equity Units at or above the price at which you acquired them.

We cannot assure you that the equity issuance of our Common Stock and AMC Preferred Equity Units will not fluctuate or decline significantly in the future, in which case you could incur substantial losses;

● the Company will pay cash tax liabilities of an estimated $14.0 million to cover withholding obligations upon vesting of awards under our Equity Incentive Plan in January and February of 2023.

The Company will withhold shares based on historical elections by participants under the terms of the plan, equivalent to the cash tax requirements for federal, state and local withholdings, pay the required tax obligation and return the withheld shares to the Equity Incentive Plan.

We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us.

Accordingly, the market price of our shares of Common Stock may fluctuate dramatically and may decline rapidly, regardless of any developments in our business.

Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our Common Stock or result in fluctuations in the price or trading volume of our Common Stock, including:

● the ongoing impacts and developments relating to the COVID-19 pandemic;

We may continue to incur rapid and substantial increases or decreases in the market prices of our Common Stock and AMC Preferred Equity Units in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us.

Accordingly, the market price of our shares of Common Stock and AMC Preferred Equity Units may fluctuate dramatically and may decline rapidly, regardless of any developments in our business.

Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our Common Stock and AMC Preferred Equity Units or result in fluctuations in the price or trading volume of our Common Stock and AMC Preferred Equity Units, including:

● the ongoing impacts relating to the COVID-19 pandemic;

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

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● actions by institutional or significant stockholders;

● short interest in our stock and the market response to such short interest;

● the dramatic increase in the number of individual holders of our stock and their participation in social media platforms targeted at speculative investing;

● 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;

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

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

● the occurrence of any of the other risk factors included or incorporated by reference in this Annual Report on Form 10-K;

● general market and economic conditions.

Future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or preferred equity securities, which may be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock.

A “short squeeze” due to a sudden increase in demand for shares of our Common Stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, may be currently leading to, and could again lead to, extreme price volatility in shares of our Common Stock and the price of the AMC Preferred Equity Units may also be subject to similar dynamics and volatility.

Investors may purchase shares of our Common Stock and our AMC Preferred Equity Units to hedge existing exposure or to speculate on the price of our Common Stock and our AMC Preferred Equity Units.

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

To the extent aggregate short exposure exceeds the number of shares of our Common Stock and/or AMC Preferred Equity Units available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Common Stock and/or AMC Preferred Equity Units for delivery to lenders of our Common Stock and/or AMC Preferred Equity Units.

Those repurchases may, in turn, dramatically increase the price of shares of our Common Stock and/or AMC Preferred Equity Units until additional shares of our Common Stock and/or AMC Preferred Equity Units are available for trading or borrowing.

This is often referred to as a “short squeeze.” A large proportion of our Common Stock has been in the past and may be traded in the future by short sellers, which may increase the likelihood that our Common Stock or AMC Preferred Equity Units will be the target of a short squeeze, and there is widespread speculation that the trading price of our Common Stock is or has been from time to time the result of a short squeeze.

A short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, may be currently leading to, and could again lead to volatile price movements in shares of our Common Stock and may have a similar impact on the price of the AMC Preferred Equity Units that may be unrelated or disproportionate to our operating performance or prospects and, once investors purchase the shares of our Common Stock and/or AMC Preferred Equity Units necessary to cover their short positions.

Or if investors no longer believe a short squeeze is viable, the price of our Common Stock and AMC Preferred Equity Units may rapidly decline.

Investors that purchase shares of our Common Stock or AMC Preferred Equity Units during a short squeeze may lose a significant portion of their investment.

Under the circumstances, we caution you against investing in our Common Stock and AMC Preferred Equity Units , unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

The AMC Preferred Equity Units are listed under the ticker symbol “APE”.

APEs is also the name by which some of our retail stockholders refer to themselves.

There is no guarantee that these stockholders will continue to support AMC in the future, and negative sentiment among AMC’s retail stockholder base in the future could have a material adverse impact on the market prices of the Common Stock and AMC Preferred Equity Units and your investment therein.

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

Our “APE” ticker symbol, although an acronym for AMC Preferred Equity Unit, is also a reference to this stockholder base who has in the past been perceived as having supported AMC.

Self-proclaimed “Apes” are widely viewed as playing a significant role in the market dynamics that have resulted in substantial increases and volatility in the market prices of AMC’s Common Stock and other so-called “meme” stocks.

See “— The market prices and trading volume of our shares of Common Stock and AMC Preferred Equity Units have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock and AMC Preferred Equity Units to incur substantial losses.” While AMC and its management have actively sought to foster positive relationships with its significant retail stockholder base

as the owners of AMC, and while AMC’s retail stockholder base has been credited favorably with assisting AMC in raising significant capital in the past, there is no guarantee that AMC will be able to continue to benefit from support from its retail stockholder base in the future.

If investor sentiment turns negative, including as a result of this at-the-market offering or this prospectus supplement, this could have a material adverse impact on the market price of our Common Stock and AMC Preferred Equity Units.

Information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

We have received, and may continue to receive, a high degree of media coverage that is published or otherwise disseminated by third parties, including blogs, articles, online forums, message boards and social and other media.

This includes coverage that is not attributable to statements made by our directors, officers or employees.

You should read carefully, evaluate and rely only on the information contained in this Annual Report on Form 10-K, the definitive Proxy Statement on Schedule 14A filed on February 14, 2023, the prospectus supplement filed September 26, 2022, the accompanying prospectus or any applicable free writing prospectus or incorporated documents filed with the SEC in determining whether to purchase our shares of Common Stock or AMC Preferred Equity Units.

Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Common Stock and our AMC Preferred Equity Units which could cause losses to your investments.

Future offerings of debt, which would be senior to our Common Stock and AMC Preferred Equity Units upon liquidation, and/or other preferred equity securities, which may be senior to our Common Stock and AMC Preferred Equity Units for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock and AMC Preferred Equity Units.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including convertible or non-convertible senior or subordinated notes, convertible or non-convertible preferred stock, medium-term notes and trust preferred securities, to raise cash or bolster our liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or for other purposes.

In addition, any preferred stock we may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of our Common Stock.

Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our Common Stock and AMC Preferred Equity Units, including the Preferred Stock underlying our AMC Preferred Equity Units.

In addition, any additional preferred stock we may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of our Common Stock and AMC Preferred Equity Units.

Since our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.

Thus, our stockholders bear the risk of our future offerings reducing the market price of our Common Stock.

Thus, our stockholders bear the risk of our future offerings potentially reducing the market price of our Common Stock and AMC Preferred Equity Units.

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

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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.

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.

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

An issuance of preferred stock could dilute the voting power of the Common Stockholders and adversely affect the market value of our Common Stock.

The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.

As of December 31, 2022 there were 10,000,000 Series A Convertible Participating Preferred Stock shares authorized and 7,245,872 Series A Convertible Participating Preferred Stock shares issued and outstanding, 40,000,000 preferred stock shares remain available for issuance and 2,754,129 Series A Convertible Participating Preferred Stock shares remain available for issuance.

As a condition of the Forward Purchase Agreement (as defined in Note 9—Stockholders’ Equity in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) we were restricted from issuing additional Series A Convertible Preferred Stock Shares and AMC Preferred Equity Units in an amount that would exceed $40 million.

On February 9, 2023 the Forward Purchase Agreement was amended to increase the $40 million restriction to $140 million.

The restrictions remain in place until the earlier of the Special Meeting or April 6, 2023.

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

An issuance of preferred stock, including the Series A Convertible Participating Preferred Stock and the AMC Preferred Equity Units, could dilute the voting power of the Common Stockholders and adversely affect the market value of our Common Stock and AMC Preferred Equity Units.

The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

In addition, the issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive.

For example, investors may not wish to purchase Common Stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion price causing economic dilution to the holders of Common Stock.

In addition, the issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock and AMC Preferred Equity Units by making an investment in the Common Stock or AMC Preferred Equity Units less attractive.

For example, investors may not wish to purchase Common Stock or AMC Preferred Equity Units at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock or AMC Preferred Equity Units at the lower conversion price causing economic dilution to the holders of Common Stock and AMC Preferred Equity Units.

Increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand for our Common Stock and our AMC Preferred Equity Units, which could result in a decline in the market price of our Common Stock and our AMC Preferred Equity Units.

One of the factors that may influence the price of our Common Stock and our AMC Preferred Equity Units is the return on our Common Stock and our AMC Preferred Equity Units (i.e., the amount of distributions or price appreciation as a percentage of the price of our Common Stock and AMC Preferred Equity Units) relative to market interest rates.

An increase in market interest rates may lead prospective purchasers of our Common Stock and our AMC Preferred Equity Units to expect a return, which we may be unable or choose not to provide.

Further, higher interest rates would likely increase our borrowing costs and potentially decrease available cash.

Thus, higher market interest rates could cause the market prices of our Common Stock and our AMC Preferred Equity Units to decline.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors