What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-02-28 · 222 added, 233 removed, 249 unchanged (65% of the section changed)

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We maintain our principal executive offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

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

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

The COVID-19 pandemic resulted in the suspension of new movie production, studios postponed new film releases or moved them to the home video market, streaming, or premium video on demand (“PVOD”) platforms.

The number of previously delayed major movie title releases increased significantly in the second half of 2021, however the production backlog, due to the COVID-19 pandemic, resulted in significantly fewer wide releases during 2022.

A more robust slate of major movie releases is expected during 2023, which has generated optimism that box office revenues and attendance levels will continue to improve from what we experienced in 2022.

The box office performance in 2022 was also impacted by the direct or simultaneous release of movie titles to the home video or streaming markets in lieu of theatre exhibition, however this practice has diminished and we believe will have a smaller impact on the box office performance and attendance levels of our business in 2023.

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

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

We are continuing to take significant measures to further strengthen our financial position and enhance our operations, by eliminating non-essential costs, including reductions to our variable costs and elements of our fixed cost structure, introducing new initiatives, and optimizing our theatrical footprint.

Additionally, we enhanced liquidity through debt issuances, debt refinancing that extended maturities, purchases of debt below par value, and equity sales.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities, Note 9 — Stockholders’ Equity, and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations, satisfy our obligations, including cash outflows to repay rent amounts that were deferred during the COVID-19 pandemic and planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility for at least the next twelve months.

In order to achieve net positive operating cash flows and long-term profitability, we believe that operating revenues will need to increase significantly from 2021 and 2022 levels to levels in line with pre-COVID-19 operating revenues.

We believe the anticipated volume of titles available for theatrical release, and the anticipated broad appeal of many of those titles will support increased operating revenues and attendance levels.

We believe that recent operating revenues and attendance levels are positive signs of continued demand for the moviegoing experience.

Total revenues for the years ended December 31, 2022, 2021, and 2020 were $3.9 billion, $2.5 billion, and $1.2 billion, respectively, compared to $5.5 billion for the year ended December 31, 2019.

For the years ended December 31, 2022, 2021, 2020, attendance was 201.0 million patrons, 128.5 million patrons, and 75.2 million patrons, respectively, compared to 356.4 million patrons for the year ended December 31, 2019.

Moreover, it is difficult to predict future operating revenues and attendance levels and there remain significant risks that may negatively impact operating revenues and attendance, including movie studios release schedules, the production and theatrical release of fewer films compared to levels before the onset of the COVID-19 pandemic, and direct-to-streaming or other changing movie studio practices.

We currently estimate that our existing cash and cash equivalents will be sufficient to comply with minimum liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility, currently and through the next twelve months.

Pursuant to the Twelfth Amendment (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof), the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) through March 31, 2024.

The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024;

since the financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility.

As of December 31, 2022 we were subject to a minimum liquidity requirement of $100 million as a condition to the financial covenant suspension period under the Credit Agreement.

The 11.25% Odeon Term Loan due 2023 (“Odeon Term Loan Facility”) was to mature on August 19, 2023 during the third fiscal quarter of the Company’s next calendar year.

On October 20, 2022 we completely repaid the Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of new 12.75% Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”).

We actively seek and expect, at any time and from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity (including AMC Preferred Equity Units) or debt, in open-market purchases, privately negotiated transactions or otherwise.

At December 31, 2023, we had cash and cash equivalents of approximately $884.3 million.

Additionally, we continued to lower our future interest expense through purchases of debt below par value and debt exchanges for equity and enhanced liquidity through equity issuances.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities, Note 9 — Stockholders’ Deficit, and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations and satisfy our obligations currently and through the next twelve months.

We are subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof).

We believe we will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024.

We currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although we may seek to replace it in the future.

Our cash burn rates are not sustainable long-term.

In order to achieve sustainable net positive operating cash flows and long-term profitability, we believe that operating revenues will need to increase to levels in line with pre-COVID-19 operating revenues.

North America box office grosses were down approximately 21% for the year ended December 31, 2023, compared to the year ended December 31, 2019.

Until such time as we are able to achieve positive operating cash flow, it is difficult to estimate our liquidity requirements, future cash burn rates, future operating revenues, and attendance levels.

Depending on our assumptions regarding the timing and ability to achieve levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles.

Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild–American Federation of Television and Radio Artists strike that occurred during 2023, cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future film slate for exhibition, our future liquidity and cash burn rates.

Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of this Annual Report on terms acceptable to us or at all.

We expect, at any time and from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material and to the extent equity is used, dilutive.

During the year ended December 31, 2022, we repurchased $118.3 million aggregate principal of the Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense (income).

These 2022 repurchases included a purchase of $15.0 million aggregate principal of the Second Lien Notes due 2026 from Antara Capital LP (“Antara”), which subsequently became a related party on February 7, 2023, for $5.9 million and a gain on extinguishment of $12.0 million.

Additionally, during the year ended December 31, 2022 we repurchased $5.3 million aggregate principal of the Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income).

Accrued interest of $4.5 million was paid in connection with the repurchases.

On December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital LP (“Antara”) pursuant to which we agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity

Units for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of our 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units.

On February 7, 2023, we issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of our 10%/12% Cash/PIK Toggle Second Lien Notes due 2026.

We recorded $193.7 million to stockholders’ deficit as a result of the transaction.

We paid $1.4 million of accrued interest in cash upon exchange of the notes.

See Note 9—Stockholders’ Deficit for more information.

The below table summarizes the cash debt repurchase transactions during the year ended December 31, 2023, including related party transactions with Antara, which was a related party from February 7, 2023 to August 25, 2023.

These transactions were executed at terms equivalent to an arms-length transaction.

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

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

These concessions primarily consisted of rent abatements and the deferral of rent payments.

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

Including repayments of deferred lease amounts, our cash expenditures for rent increased significantly during the year ended December 31, 2022 compared to December 31, 2021.

See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 in this Form 10-K for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19, and also a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts.

It is very difficult to estimate our liquidity requirements, future cash burn rates, future operating revenues, and attendance levels.

Depending on our assumptions regarding the timing and ability to achieve significantly increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

In order to achieve net positive operating cash flows and long-term profitability, we believe that operating revenues will need to increase significantly to levels in line with pre-COVID-19 operating revenues.

Our current cash burn rates are not sustainable.

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

Nor can we know with certainty the impact on consumer movie-going behavior of studios who release movies to theatrical exhibition and their streaming platforms on the same date, or the potential operating revenue and impact on attendance related to other studio decisions to accelerate in-home availability of their theatrical movies.

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

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to limited ability to predict studio film release dates and success of individual titles.

Further, there can be no assurances that

we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of these financial statements on terms acceptable to us or at all.

If we are unable to maintain or renegotiate our minimum liquidity covenant requirements, it could have a significant adverse effect on our business, financial condition and operating results.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875% Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

During the year ended December 31, 2023, the Company raised gross proceeds of approximately $790.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $19.8 million and $9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1 million of its AMC Preferred Equity Units.

The Company paid $12.6 million of other third-party issuance costs during the year ended December 31, 2023.

See Note 9—Stockholders’ Deficit for further information regarding the at-the-market offerings.

Please see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations of Part II thereof for additional information.

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

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

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

Narrative Description of Business

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markets and International markets.

Prior to 2016, we primarily operated in the United States.

Our international operations are largely a result of our acquisition of Odeon and UCI Cinemas Holdings Limited (“Odeon”) in November of 2016 and Nordic Cinema Group Holding AB (“Nordic”) in March of 2017.

Today, AMC is the largest theatre operator in the world.

As of December 31, 2022, we owned, leased or operated 940 theatres and 10,474 screens in 12 countries, including 586 theatres with a total of 7,648 screens in the United States and 354 theatres and 2,826 screens in European markets and Saudi Arabia.

On January 24, 2023, we sold our investment in 13 theatres and 85 screens in Saudi Arabia, see Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

During the year ended December 31, 2021, we sold the remaining 51% equity interest in Estonia and Lithuania.

As of December 31, 2022, we were the market leader in the United States and Europe including in Italy, Sweden, Norway, and Finland;

and a leading theatre operator in the United Kingdom, Ireland, Spain, Portugal and Germany.

Substantially all of our international operations are attributed to Odeon Cinemas Group Limited (“OCGL”) and its subsidiaries (collectively with OCGL, unless the context otherwise requires, “Odeon Cinemas Group”), Odeon and UCI Cinemas Holdings Limited (“Odeon”) and Nordic Cinema Group Holding AB (“Nordic”).

As of December 31, 2023, we owned, leased or operated 898 theatres and 10,059 screens in 11 countries, including 562 theatres with a total of 7,369 screens in the United States and 336 theatres and 2,690 screens in European markets.

On January 24, 2023, we sold our investment in 13 theatres and 85 screens in Saudi Arabia, see Note 6—Investments in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We have productive assets in each of the capital cities and most densely populated areas of the countries in which we operate.

As of December 31, 2023, we were the market leader in the United States and Europe including in Italy, Sweden, Norway, and Finland, and a leading theatre operator in the United Kingdom, Ireland, Spain, Portugal and Germany.

We have operations in four of the world’s 10 largest economies, including four of the six largest European economies (the United Kingdom, Spain, Italy and Germany) as of December 31, 2023.

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We have a diversified footprint with complementary global geographic and guest demographic profiles, which we believe gives our circuit a unique profile and offers us strategic and operational advantages while providing our studio partners with a large and diverse distribution channel.

As of December 31, 2022, we operated some of the most productive theatres in the top markets in the United States and were the market leader in the top two markets:

We operate some of the most productive theatres in the top markets in the United States and were the market leader in the top two markets for the year ended December 31, 2023:

New York and Los Angeles.

As of December 31, 2022, our top five markets, in each of which we held the #1 share position, are Los Angeles, New York, Chicago, Atlanta and Washington, D.C., according to data provided by Comscore.

As of December 31, 2022, in the International markets, we owned, leased or operated theatres in 10 European countries and in Saudi Arabia through Saudi Cinema Company, LLC, our joint venture with Saudi Entertainment Ventures.

On January 24, 2023, we sold our investment in Saudi Cinema Company, LLC, see Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

In all of these 11 countries, we operate productive assets in each of the country’s capitals.

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

screen in a less populated market.

During 2023 our top five markets, in each of which we held the #1 share position, were New York, Los Angeles, Chicago, Atlanta, and Philadelphia, according to data provided by Comscore.

The following table provides detail with respect to the geographic location of our theatrical exhibition circuit as of December 31, 2023:

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International Markets

Saudi Arabia (2)

United Kingdom

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(1) Included in the above table are 65 theatres and 320 screens that we manage or in which we have a partial ownership interest.

markets segment, we manage or have a partial interest in five theatres and 61 screens.

markets segment, we manage or have a partial interest in four theatres and 55 screens.

In the International markets segment, we manage or have a partial interest in 61 theatres and 265 screens.

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

See Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

Our theatrical exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales.

We offer consumers a broad range of entertainment alternatives including traditional film programming, private theatre rentals, independent and foreign films, performing arts, music and sports.

We also offer food and beverage alternatives beyond traditional concession items, including made-to-order meals, customized coffee, healthy snacks, beer, wine, premium cocktails, and dine-in theatre options.

The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty program, rental of theatre auditoriums, income from gift card and exchange ticket sales, and online ticketing fees.

We also offer food and beverage alternatives beyond traditional concession items, including collectible concession vessels, made-to-order meals, customized coffee, healthy snacks, beer, wine, premium cocktails, and dine-in theatre options.

The balance of our revenues is generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical distribution, retail popcorn sales, and online ticketing fees.

We are committed to maintaining a leadership position in the exhibition industry by focusing on forward-thinking initiatives for the benefit of our guests.

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Consistent with our history and culture of innovation, we believe our vision and relentless focus on these key elements, which apply strategic and marketing components to traditional theatrical exhibition, will drive our future success.

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

We have taken and continue to take steps to adapt our business strategy in response to the COVID-19 pandemic, including adjusting our theatre operating hours in those markets where we are open to align screen availability and associated theatre operating costs with attendance levels for each theatre.

We have also taken and continue to take significant steps to preserve cash by eliminating non-essential costs.

Our capital allocation strategy will be driven by the cash generation of our business and will be contingent on maintaining adequate liquidity as well as a required return threshold.

1) Transform AMC into a World-Class Leader in Customer Engagement

AMC engages movie-goers through advances in technology and marketing activities to strengthen the bonds with our current guests and create new connections with potential customers that drive both growth and loyalty.

AMC serves our guests, end-to-end, from before they enter our theatres, through their enjoyment of a comprehensive spectrum of film content while at our theatres and then again after the movie when they’ve left the theatre and are deciding what film to see the next time they visit.

markets, we begin the process of engagement with AMC Stubs ® , our customer loyalty program, which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services.

It features a paid tier called AMC Stubs Premiere™ for a flat annual membership fee and a non-paid tier called AMC Stubs Insider™.

We engage movie-goers through advances in technology and marketing activities to strengthen the bonds with our current guests and create new connections with potential customers that drive both growth and loyalty.

We serve our guests, end-to-end, from before they enter our theatres, through their enjoyment of a comprehensive spectrum of film content while at our theatres and then again after the movie when they’ve left the theatre and are deciding what film to see the next time they visit.

markets, we begin the process of engagement with AMC Stubs ® (“Stubs”), our customer loyalty program, which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services.

It features a paid tier called AMC Stubs Premiere™ (“Premiere”) for a flat annual membership fee and a non-paid tier called AMC Stubs Insider™ (“Insider”).

Both programs reward loyal guests for their patronage of AMC theatres.

Rewards earned are redeemable on future purchases at AMC locations.

AMC Stubs ® A-List is our monthly subscription-based tier of our AMC Stubs ® loyalty program.

This program offers guests admission to movies at AMC up to three times per week, including multiple movies per day and repeat visits to already seen movies from $19.95 to $24.95 per month depending upon the geographic market.

AMC Stubs ® A-List also includes premium offerings including IMAX ® , Dolby Cinema™ at AMC, RealD, Prime and other proprietary PLF brands.

AMC Stubs ® A-List members can book tickets online in advance and select specific seats at AMC Theatres with reserved seating.

As of December 31, 2022, we had approximately 28,200,000 member households enrolled in AMC Stubs ® A-List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs on a combined basis.

Our AMC Stubs ® members represented approximately 43% of AMC’s U.S.

AMC Stubs ® A-List (“A-List”) is our monthly subscription-based tier of our Stubs loyalty program.

This program offers guests admission to movies at AMC up to three times per week, including multiple movies per day and repeat visits to movies from $19.95 to $24.95 per month depending upon the geographic market.

A-List also includes premium offerings including IMAX ® , Dolby Cinema™ at AMC, RealD, Prime and other proprietary Premium Large Format (“PLF”) brands.

A-List members can book tickets online in advance with reserved seating at AMC Theatres for no additional cost.

As of December 31, 2023, we had a combined total of approximately 32 million member households enrolled in A-List, Premiere, and Insider programs.

Our Stubs members represented approximately 46% of our U.S.

market attendance during the year ended December 31, 2023.

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This enables us to have an increasingly comprehensive, more personalized and targeted marketing effort.

In our International markets, we currently have loyalty programs in the major territories in which we operate.

Movie-goers can earn points for spending money at the theatre, and those points can be redeemed for tickets and concession items at a later date.

We currently have more than 14,400,000 members in our various International loyalty programs.

In our International markets, we currently have loyalty programs in all territories in which we operate.

Movie-goers can earn points for spending money at the theatre, and those points can be redeemed for tickets or food and beverage items, depending on the program, at a later date.

We currently have approximately 16.6 million members in our various International loyalty programs.

Our marketing efforts expand beyond our loyalty program.

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In June 2021, the Company launched AMC Investor Connect (“AIC”), an innovative new communication initiative to engage directly with its sizable retail shareholder base and convert shareholders into AMC consumers.

AIC allows AMC shareholders to self-identify through the AMC website and receive AMC special offers and important Company updates.

As part of AIC, domestic members must sign up for an AMC Stubs account, which includes providing additional personalized data that allows AMC to more precisely engage with our investor consumers.

As of February 23, 2023, there were 923,950 global self-identified AMC shareholder members of AIC, which is comprised of both registered and beneficial shareholders.

AIC allows our shareholders to self-identify through our website and receive special offers and important communications.

As part of AIC, domestic members must sign up for a Stubs account, which includes providing additional personalized data that allows us to more precisely engage with our investor consumers.

As of December 31, 2023, there were approximately 1.2 million global members of AIC, which is comprised of both registered and beneficial shareholders.

2) Deliver the best in-person experience while at AMC theatres

In conjunction with our advances in technology and marketing initiatives, and consistent with our long-term growth strategy, we plan to continue investing in our theatres and enhancing the consumer experience to deliver the best in-person experience and take greater advantage of incremental revenue-generating opportunities, primarily through comfort and convenience innovations, imaginative food and beverage initiatives, and exciting premium large format (“PLF”) offerings.

Comfort and Convenience Innovations.

Recliner seating is the key feature of our theatre renovations.

Comfort and Convenience.

Recliner seating is a key feature of many of our locations.

We believe that maximizing comfort and convenience for our customers will be increasingly necessary to maintain and improve our relevance.

These renovations, in conjunction with capital contributions from our landlords, involve stripping theatres to their basic structure in order to replace finishes throughout, upgrading the sight and sound experience, installing modernized points of sale and, most importantly, replacing traditional theatre seats with plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button.

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

These locations include plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button.

These locations typically warrant increased ticket prices to reflect the enhanced consumer experience.

As of December 31, 2023, in our U.S.

markets, we featured recliner seating in approximately 361 U.S.

markets, we featured recliner seating in 362 U.S.

theatres, including Dine-in-Theatres, totaling approximately 3,588 screens and representing 48.7% of total U.S.

In our International markets, as of December 31, 2022, we had recliner seating in approximately 96 International theatres, totaling approximately 621 screens and representing 22.0% of total International screens.

In our International markets, as of December 31, 2023, we had recliner seating in 82 International theatres, totaling 554 screens and representing 20.6% of total International screens.

Open-source internet ticketing makes AMC’s entire universe of seats in the U.S.

(approximately 1 million as of December 31, 2023), for all our show times, as available as possible, on as many websites and mobile applications as possible.

Our tickets are currently on sale either directly or through mobile apps, at our own website and our mobile apps and other third-party ticketing vendors.

For the year ended December 31, 2022, approximately 66% of our tickets were purchased online in the U.S., with approximately 81% of total online tickets being purchased through AMC.

Traditional payment sources are evolving rapidly around the globe as the use of cryptocurrencies become more popular and convenient.

In response, during the fourth quarter of 2021, we introduced the ability for consumers to pay for tickets, food and beverage items and associated gifts cards with cryptocurrencies in the U.S.

markets, including Bitcoin, Ethereum, Litecoin, Dogecoin, Ripple, ShibaInu and Bitcoin Cash.

The acceptance of cryptocurrency is designed to offer guests greater flexibility and convenience.

These transactions all settle in U.S.

We did not hold any cryptocurrency during the years ended December 31, 2022 and December 31, 2021.

Our tickets are currently sold either directly at the box office or through mobile apps, at our own website and mobile app and through other third-party ticketing vendors.

For the year ended December 31, 2023, approximately 69% of our tickets were purchased online in the U.S., with approximately 83% of total online tickets being purchased through our own website and mobile apps.

Imaginative Food and Beverage Initiatives.

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We have expanded the capabilities of our online and mobile apps to include the ability to pre-order food and beverages when advanced tickets are purchased.

Guests are able to order food and beverage items when buying tickets in advance and have the items ready upon arrival and available at dedicated pick-up areas or delivered to seat at select theatres.

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

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

markets and 236 theatres in our International markets and continue to explore expansion globally.

Guests then have the items ready upon arrival and available at dedicated pick-up areas or delivered to seat at select theatres.

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to offer alcohol to our legal age customers in our U.S.

As of December 31, 2023, we offered alcohol in 382 theatres in our U.S.

markets and 231 theatres in our International markets.

Below is a summary of our recliner seating, Dine-In Theatres, and alcohol amenities by reportable segment as of December 31, 2023.

International Markets

Recliner screens operated

Recliner theatres operated

Dine-In screens operated

Dine-In theatres operated

Number of theatres offering alcohol

Exciting Premium Large Format Offerings .

PLF auditoriums generate our highest customer satisfaction scores, and we believe the investment in premium formats increases the value of the movie-going experience for our guests, ultimately leading to additional ticket revenue.

To that end, we are committed to investing in and expanding our offerings of the best sight and sound experiences through a combination of our partnerships with IMAX ® and Dolby Cinema™ and the further development of our own proprietary PLF offering, AMC Prime.

PLF auditoriums generate our highest customer satisfaction scores, and we believe the investment in PLFs increases the value of the movie-going experience for our guests, ultimately leading to additional ticket revenue.

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

As of December 31, 2022, AMC was the largest IMAX ® exhibitor in the U.S., with 186 (3D enabled) IMAX ® screens and a 55% market share.

Each one of our IMAX ® local installations is protected by geographic exclusivity, and as of December 31, 2022, our IMAX ® screen count was 96% greater than our closest competitor.

As of December 31, 2023, AMC was the largest IMAX ® exhibitor in the U.S., with 184 IMAX ® screens and a 51% market share.

Each one of our IMAX ® local installations is protected by geographic exclusivity, and as of December 31, 2023, our IMAX ® screen count was 102% higher than our closest competitor.

Additionally, as of December 31, 2023, our per-screen grosses were 34% higher than our closest competition.

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and Europe, further strengthening our position as the largest IMAX ® exhibitor in the U.S.

and a leading IMAX ® exhibitor in the United Kingdom and Europe.

and a significant IMAX ® exhibitor in Europe.

● Dolby Cinema™.

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Dolby Cinema™ at AMC includes Dolby Vision™ laser projection and object-oriented Dolby Atmos ® audio technology, as well as AMC’s plush power reclining seats with seat transducers that vibrate with the action on screen.

As of December 31, 2022, we operated 156 Dolby Cinema™ at AMC auditoriums in the U.S and nine Dolby Cinema™ Auditoriums in the International markets.

As of December 31, 2023, we operated 162 Dolby Cinema™ at AMC auditoriums in the U.S.

and seven Dolby Cinema™ auditoriums in the International markets.

We expect to expand the deployment of our innovative Dolby Cinema™ auditoriums in both our U.S.

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markets and 79 screens in the International markets.

The following table provides detail with respect to large screen formats, such as IMAX ® and our proprietary Dolby Cinema™, other PLF screens, enhanced food and beverage offerings and our premium seating as deployed throughout our circuit on December 31, 2022:

International Markets

Dolby Cinema™

Dine-in theatres

Number of theatres:

Dolby Cinema™ theatres

Premium seating

Number of screens:

Dolby Cinema™ theatres

Premium seating

Laser at AMC .

We launched Laser at AMC, a broadscale initiative to upgrade the projectors at 3,500 auditoriums throughout the United States, with cutting-edge laser projectors.

The Laser at AMC experience delivered by laser projection from Cinionic provides guaranteed light levels that are at the top end of the 2D DCI specification.

We launched Laser at AMC, a broadscale initiative to upgrade the projectors at 3,500 auditoriums throughout the U.S., with cutting-edge laser projectors.

The Laser at AMC experience delivered by laser projection from Cinionic, a global leader in laser-powered cinema solutions, provides guaranteed light levels that are at

the top end of the 2D DCI specification.

The technology improves image contrast, produces more vivid colors, and maximizes brightness, compared to digital projectors with a xenon light source.

We are partnering with Cinionic, a global leader in laser-powered cinema solutions,

through their Cinema-as-a-Service program which requires minimal upfront capital investment required by AMC.

The initial agreement to install 3,500 projectors is expected to be completed by 2026.

3) Expand and Strategically Close Underperforming Theatres

We are partnering with Cinionic through their Cinema-as-a-Service program which requires minimal upfront capital investment required by AMC.

The initial agreement to install 3,500 projectors is expected to be completed by 2026, with 1,325 installations completed as of December 31, 2023.

3) Performance-Based Expansion and Strategic Closure of Theatres

Our long-term growth strategy includes the deployment of our strategic growth initiatives, opening new-build theatres and continued exploration of small acquisitions.

By expanding our platform through disciplined new-build theatres and acquisitions, we are able to further deploy our proven strategic initiatives while further diversifying our consumer base, leading to greater appeal for more films.

The additional scale achieved through new-build theatres and acquisitions also serves to benefit AMC through global procurement savings and increased overhead efficiencies.

The additional scale achieved through new-build theatres and acquisitions also serves to benefit our business through global procurement savings and increased overhead efficiencies.

We believe that expansion offers us additional opportunities to introduce our proven guest-focused strategies to movie-goers and will generate meaningful benefits to guests, employees, studio partners and our shareholders.

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Permanent/Temporary

Closures/(Openings),

(Closures), net

Total Theatres

Beginning balance

Calendar 2018

Calendar 2019

Calendar 2020

Calendar 2021

Calendar 2022

4) Pursue Adjacent Opportunities that Extend the AMC Brand

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We plan to pursue opportunities that capitalize on our attractive customer base, our leading brand, our 100+ years of food and beverage expertise, and technology capabilities.

As part of that strategy, in the fourth quarter of 2021, we announced we would be expanding our food and beverage business beyond theatrical exhibition and enter the multi-billion dollar popcorn industry with the launch of AMC Theatres Perfectly Popcorn in the U.S.

● Beginning in 2023, we will offer prepackaged and ready-to-pop microwaveable AMC Theatres Perfectly Popcorn, which will become available for purchase in supermarkets and convenience stores around the country.

As part of that strategy, we have expanded our food and beverage business beyond theatrical exhibition and enter the multi-billion dollar popcorn industry with the launch of AMC Theatres Perfectly Popcorn in the U.S.

● During 2023, we began offering ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn products that are available or will be available for purchase in well-known grocery stores around the country or on-line via Amazon.com.

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

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

● “To Go” packages at our theatres of freshly popped popcorn for takeout and/or pickup.

AMC Theatres Perfectly Popcorn is an opportunity to diversify our business and to create a new food and beverage revenue stream for the Company.

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

Credit card holders will have the opportunity to earn additional AMC Stubs reward points when they use their AMC Entertainment Visa Credit Card at the movies and on everyday purchases.

● “To Go” packages at our theatres of freshly popped popcorn are available for takeout and/or pickup.

AMC Theatres Perfectly Popcorn is an opportunity to diversify our business and to create a new food and beverage revenue stream.

During 2023, we launched the AMC Entertainment Visa Card – the only co-branded movie theatre credit card in the United States.

AMC Entertainment Visa Card cardholders earn Stubs rewards points with every purchase and extra points when making purchases at an AMC theatre.

We made our inaugural foray into theatrical distribution in 2023 when we, along with our sub-distribution partners, served as the theatrical distributor for two theatrical releases:

TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ .

We have the potential to capitalize on new theatrical distribution opportunities

in the future which would lead to additional theatrical distribution revenue and increased admissions market share for the films we distribute.

5) Explore Attractive Acquisitions Leveraging Our Existing Capabilities and Core Competencies

As part of our plans to pursue value-enhancing initiatives that lead to diversification of our business, we will consider attractive and opportunistic acquisitions inside and outside the Exhibition industry that leverage AMC’s footprint and capabilities as well as the core competencies and experiences of AMC’s management team.

As part of our plans to pursue value-enhancing initiatives that lead to diversification of our business, we will consider attractive and opportunistic acquisitions inside and outside the theatrical exhibition industry that leverage our footprint and capabilities, as well as the core competencies and experiences of our management team.

Our Competitive Strengths

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Leading guest engagement through digital marketing and technology platforms.

Through our AMC Stubs ® loyalty program, we have developed a consumer database of some 28.2 million households, representing approximately 58 million individuals.

Through our Stubs loyalty programs, we have developed a consumer database of approximately 32 million households, representing approximately 64 million individuals.

Our digital marketing and technology platforms allow us to engage with these customers frequently, efficiently and on a very personalized level.

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As of December 31, 2023, across our three biggest metropolitan markets in the United States—New York, Los Angeles and Chicago, representing 18% of the country’s total box office—we held a 44% combined market share.

We had theatres located in the top 25 U.S.

We operated theatres located in the top 25 U.S.

markets, holding the #1 or #2 position in 18 of those 25 markets based on box office revenue.

We are also the #1 theatre operator in Italy, Sweden, Norway, and Finland;

the #2 operator in the United Kingdom, Ireland, Spain, and Portugal;

and the #4 operator in Germany as of December 31, 2022.

As of December 31, 2023 we are also the #1 theatre operator in Italy, Sweden, Norway, and Finland;

the #2 operator in the United Kingdom, Ireland, Spain and Portugal, and the #4 operator in Germany.

We believe our strong presence in these top markets makes our theatres highly visible and therefore strategically more important to content providers, who rely on the large audiences and marketing momentum provided by major markets to drive opinion-making and deliver a movie’s overall box office results.

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Guests from different demographic and geographic profiles have different tastes in movies, and we believe by broadening our geographic base, we can help mitigate the impact of film genre volatility on our box office revenues.

Well Located, Highly Productive Theatres.

Our theatres are generally located in the top retail centers across the United States.

Well located and highly productive theatres.

Our theatres are generally located in the top retail centers across the U.S.

We believe this provides for long-term visibility and higher productivity and is a key element in the success of our enhanced food and beverage and more comfort and convenience initiatives.

Our location strategy, combined with our strong major market presence, enable us to deliver industry-leading theatre-level productivity.

During the year ended December 31, 2022, 8 of the 10 highest grossing theatres in the United States were AMC theatres, according to data provided by Comscore.

During the year ended December 31, 2023, 9 of the 10 highest grossing theatres in the U.S.

were AMC theatres, according to data provided by Comscore.

During the same period, AMC’s U.S.

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This per unit productivity is important not only to content providers, but also to developers and landlords, for whom per location and per square foot sales numbers are critical measures.

AMC Classic theatres are located primarily in smaller, suburban and rural markets, which affects total revenues per theatre.

Our AMC Classic branded theatres are located primarily in smaller, suburban and rural markets, which affects total revenues per theatre.

However, in general, theatres located in smaller suburban and rural markets tend to have less competition and a lower cost structure.

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Deployment of unique pricing structures to enhance revenue.

AMC has developed a dedicated pricing department and, as a result, we have deployed several different strategic pricing structures that have increased revenue and profitability.

In June 2018, we launched AMC Stubs ® A-List, a subscription pricing structure that offers members three movies a week, including premium formats, for a monthly fee ranging from $19.95 to $24.95 depending on geographical location.

Around the same time, we launched “Discount Tuesday” which offers AMC Stubs ® members a reduced price for movie attendance on Tuesdays.

Prior to the COVID-19 pandemic, the results showed an incremental increase in attendance and corresponding increase in admissions and food and beverage revenue.

We have developed a dedicated pricing department and, as a result, we have deployed several different strategic pricing structures that have increased revenue and profitability.

A-List is our monthly subscription-based tier of our Stubs loyalty program.

This program offers guests admission to movies at AMC up to three times per week, including multiple movies per day and repeat visits to movies

from $19.95 to $24.95 depending on geographical market.

We also offer Stubs members “Discount Tuesday”, a reduced price for movie attendance on Tuesdays.

Sources of Revenue

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In some European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ticket.

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

As a result, film distributors have postponed new film theatrical releases and/or shortened or disregarded the period of theatrical exclusivity (the “window”) and reduced the number of theatrically released motion pictures.

Theatrical releases may continue to be postponed and windows shortened or disregarded while the box office suffers from COVID-19 impacts.

As a result of the reduction in theatrical film releases, we have licensed and exhibited a larger number of previously released films that have lower film rental terms.

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

As we continue our recovery from the impacts of the COVID-19 pandemic on our business, AMC’s admissions revenues and attendance levels remain significantly behind pre-pandemic levels.

Admissions revenues for the years ended December 31, 2022 and 2021 were $2.2 billion and $1.4 billion, respectively, compared to $3.3 billion for the year ended December 31, 2019.

For the years ended December 31, 2022 and 2021, attendance was 201.0 million patrons and 128.5 million patrons, respectively, compared to 356.4 million patrons for the year ended December 31, 2019.

During the year ended December 31, 2023, films licensed from our seven largest movie studio distributors based on revenues accounted for approximately 84% of our U.S.

admissions revenues, which consisted of Universal, Disney, Paramount, Warner Bros., Sony, 20th Century Studios, and Lionsgate.

In Europe, approximately 73% of our box office revenue came from films attributed to our four largest movie distributor groups;

which consisted of Disney, Universal, Warner Bros, and Paramount.

admissions revenues, which consisted of Universal, Disney, Warner Bros., Sony, Paramount, Lionsgate, and 20th Century Studios.

In Europe, approximately 78% of our box office revenue came from films attributed to our five largest movie distributor groups, which consisted of Universal, Warner Bros., Disney, Sony, and Paramount.

Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year.

During 2023 we, along with our sub-distribution partners, served as the theatrical distributor for two theatrical releases:

TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ.

The distribution business is a new source of revenue that we have the potential to capitalize on in the future.

Food and Beverage.

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Our recent Dine-In-Theatre concepts are designed to capitalize on the latest food service trend, the fast and casual eating experience.

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

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

MacGuffins give us an opportunity to offer alcohol to our legal age customers in our U.S.

As of December 31, 2023, we offered alcohol in approximately 382 theatres in our U.S.

markets and 231 theatres in our International markets and continue to explore expansion globally.

During 2023 we began offering ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn products that are available or will be available for purchase in well-known grocery stores around the country or on-line via Amazon.com

Theatrical Exhibition Industry and Competition

In the United States, the movie exhibition business is large and mature.

While in any given calendar quarter the quantity and quality of movies can drive volatile results, box office revenues have generally advanced from 2011 to 2019.

The industry’s best year ever, in terms of revenues, was 2018, with box office revenues of approximately $11.9 billion, an increase of approximately 7.1% from 2017, with 1.3 billion admissions in the U.S.

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

Whether through enhanced food and beverage options (Food and Beverage Kiosks, Marketplaces, Coca-Cola Freestyle, MacGuffins or Dine-in Theatres), more comfort and convenience (recliner seating, open-source internet ticketing, reserved seating), engagement and loyalty (AMC Stubs ® , mobile apps, social media) or sight and sound (digital and laser projection, 3D,

Dolby Cinema™ at AMC, IMAX ® or other PLF screens), it is the ease of use and the amenities that these innovations bring to customers that we believe will drive sustained profitability in the years ahead.

In the U.S., the movie exhibition business is large and mature, however, the number of total screens in the U.S.

has declined since the onset of the COVID-19 pandemic.

We believe it is the quality of the movie-going experience that will define our future success.

Whether through enhanced food and beverage options (Food and Beverage Kiosks, Marketplaces, Coca-Cola Freestyle, MacGuffins or Dine-in-Theatres), more comfort and convenience (recliner seating, open-source internet ticketing, reserved seating), engagement and loyalty (AMC Stubs®, mobile apps, social media, or AMC Investor Connect) or sight and sound (digital and laser projection, 3D, Dolby Cinema™ at AMC, IMAX® or other PLF screens), it is the ease of use and the amenities that these innovations bring to customers that we believe will help drive sustained profitability in the years ahead.

The following table represents information about the U.S./Canada exhibition industry obtained from the National Association of Theatre Owners, with the exception of box office revenues for calendar years 2023, 2022, and 2021 obtained from Comscore.

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Movie-going is a popular leisure activity with high penetration across key geographies in our International markets.

Theatre appeal has proven resilient to competition for consumers’ leisure spending and to recessionary periods and we believe we will continue to benefit from increased spending across International markets.

Theatre appeal has proven resilient to competition for consumers’ leisure spending and to recessionary periods.

The European market lags the U.S.

market across a number of factors, including annual spend per customer, number of IMAX ® screens, and screens per capita, which causes us to believe that the deployment of our customer initiatives will be successful in these markets.

On the other hand, our European markets are more densely populated and operate with fewer screens per one million of population, making the screens we acquired more valuable.

Additionally, U.S.

Additionally, our European markets are more densely populated and operate with fewer screens per one million of population, making the screens more valuable.

films generate the majority of the box office in Europe, but movie-goers in specific geographies also welcome locally produced films with local actors and familiar story lines which can mitigate film genre attendance fluctuations.

Going forward, we believe we will see positive growth in theatre attendance as we continue to deploy our proven guest-centered innovations like recliner seating, enhanced food and beverage offerings, and premium large format experiences.

Like the United States, the international industry box office suffered from months of theatre closures, significantly fewer new films and reopening restrictions and generated far fewer sales than 2019.

The following table provides information about the exhibition industry attendance for the International markets where we operate obtained from territory industry trade sources, see Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 thereof for information regarding our operating data:

The following table provides information about the exhibition industry attendance for the International markets where we operate obtained from territory industry trade sources;

see Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 thereof for information regarding our operating data:

Calendar Year

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We also believe the complexity inherent in operating in these major metropolitan markets is a deterrent to other less sophisticated competitors, protecting our market share position.

The theatrical exhibition industry faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events, and from other distribution channels for filmed entertainment, such as cable television, pay-per-view, video streaming services, PVOD, and home video systems, as well as from all other forms of entertainment.

The theatrical exhibition industry faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events, and from other distribution channels for filmed entertainment, such as video streaming services, premium video on demand (“PVOD”), cable television, pay-per-view, and home video systems, as well as from all other forms of entertainment.

We believe movie-going is a compelling consumer out-of-home entertainment experience.

Movie theatres currently garner a relatively small share of overall consumer entertainment time and spend, and our industry benefits from available capacity to satisfy additional consumer demand without capital investment.

Movie theatres currently garner a relatively small share of overall consumer entertainment time and spend, and our industry benefits from available capacity to satisfy additional consumer demand.

Our revenues are dependent upon the timing of motion picture releases by distributors.

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Regulatory Environment

Our theatres in the United States must comply with Title III of the Americans with Disabilities Act, or ADA.

Our theatres in the U.S.

must comply with Title III of the Americans with Disabilities Act (“ADA”).

Compliance with the ADA requires that public accommodations, including websites and mobile apps for such accommodations, be accessible to individuals with disabilities and that new construction or alterations are made to conform to accessibility guidelines.

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We believe our theatres are in material compliance with such requirements.

AMC Human Capital Resources

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

They uphold AMC’s mission of focusing on the guest experience in our theatres, an experience in which excellent customer service is complemented with amazing food and beverage, comfort and premium sight and sound.

COVID-19 Pandemic Impacts.

The pandemic has had enormous impacts on our industry, guests and associates and has resulted in material variances in our associate metrics in calendar 2022 compared to the 2019 pre-COVID-19 years.

As of December 31, 2022, we employed a total of 33,694 employees, including part-time employees, consisting of 2,787 full-time and 30,907 part-time employees, up from an aggregate of 31,198 employees, including part-time and furloughed employees, consisting of 3,046 full-time and 28,152 part-time employees as of December 31,

2021, and down from an aggregate of 38,872 employees consisting of 3,952 full-time and 34,920 part-time employees as of December 31, 2019.

Human Capital Resources

AMC promotes a healthy culture where people are encouraged to achieve their personal best and work together with integrity and openness to change.

AMC associates are core to our commitment to deliver the best theatrical experience in the world.

They uphold AMC’s mission of focusing on the guest experience where excellent customer service is complemented with amazing food and beverage, comfort, and premium sight and sound.

As of December 31, 2023, we employed a total of 33,812 associates consisting of 2,881 full-time and 30,931 part-time associates, up from a total of 33,694 associates consisting of 2,787 full-time and 30,907 part-time associates as of December 31, 2022.

Among our 33,812 associates, we employed 24,165 in the United States and 9,647 in our international markets.

Talent Acquisition, Development and Retention.

Critical to our operations is the hiring, developing and retaining of associates who support our guest-focused mission in our theatres.

Acquiring the right talent at speed and scale is a core capability that we regularly monitor and manage, given the need to rapidly staff our frontline operations.

Once hired, we focus on the development of our associates, creating experiences and programs that promote performance, growth and career opportunities for those who are life-long passionate about our business.

We sponsor numerous training, education and leadership development programs for associates at all levels, from hourly associates to executive officers.

These programs are designed to enhance leadership and managerial capability, facilitate quality execution of our programs, drive guest satisfaction and increase return on investment.

Diversity , Equity and Inclusion.

Our goal is to create a workforce as diverse as the guests we serve and the movies we show on our screens.

As such, Diversity, Equity and Inclusion (“DEI”) are fundamental to our culture and critical to our success.

In support of this goal, AMC established four councils in support of Women, Latinx, African American and LGBTQ+ associates.

The purpose of these councils is to strengthen AMC’s culture by defining opportunities to embrace our diversity, lead with fairness and impartiality and create a more inclusive work environment by leveraging associate experiences.

These councils are supported by the DEI function under the guidance of the Chief Human Resources Officer.

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

Our work has been recognized externally:

Critical to our operation is the hiring, development, and retention of qualified associates who support our guest-focused mission.

Acquiring the right talent at speed and scale is a core capability that we regularly monitor and manage, given the need to rapidly staff our frontline operations at certain times of the year.

Once hired, we train for success, creating experiences and programs that promote performance, growth, and long-term career opportunities.

Programs like our Leadership Academy (AMC) and Incredible Leadership (Odeon) are designed to upskill and enhance managerial capability, facilitate quality execution of our business initiatives, drive guest satisfaction, and increase return on investment.

Furthermore, our trainings include compulsory

modules that meet regulatory requirements, policy enforcement and best practices to adhere to employment laws, practical tactics for safety and security, and compliance with anti-corruption regulations.

Our measures to maintain a holistic view of the associate experience support the needs of our associates through engagement opportunities, including recognition programs and events.

Diversity , Equity and Inclusion (“DEI”) .

Belonging is fundamental to our culture and key to our success.

AMC’s efforts around DEI help us maintain a global workforce as diverse as the guests we serve and the movies we show on our screens.

We provide a multi-channel approach to building awareness and training to reinforce an inclusive workplace through continuous learning opportunities.

AMC has five DEI councils that are most representative of the largest diverse communities in our workforce:

Women (42%), Latinx (27%), African American (19%), Asian American & Pacific Islander (4%), and LGBTQ+ (an emerging number).

By appointing AMC officers to serve as Executive Sponsors, we ensure these efforts are championed at the highest levels of the Company, which has resulted in improved openness and reinforced the importance of all types of diversity in delivering our business outcomes.

Our culture is strengthened as we embrace our diversity and lead with fairness and impartiality to create a more inclusive workplace.

Additionally, our work has been recognized externally:

AMC has received a perfect score for 15 consecutive years on the Human Rights Campaign Foundation’s Corporate Equality Index as one of the Best Places to Work for LGBTQ Equality ;

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

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

9 consecutive years as one of the Best Places to Work for people with disabilities through the Disability Equality Index;

named one of Forbes Best Employers for Diversity from 2018-2022, and most recently recognized by Newsweek as one of America’s Greatest Workplaces for Diversity , America’s Greatest Workplaces for LGBTQ+ , America’s Greatest Workplaces for Job Starters , and America’s Greatest Workplaces for Parents & Families .

Compensation, Benefits, Safety and Wellness.

In addition to offering market competitive salaries and wages, we offer comprehensive health and retirement benefits to eligible employees.

Our health and welfare benefits are supplemented with specific programs to manage or improve common health conditions, a variety of voluntary benefits and paid time away from work programs.

We also provide a number of innovative programs designed to promote physical, emotional and financial well-being.

Our commitment to the safety and health of our associates continues to be a top priority.

We offer market competitive salaries and wages, generally targeting market median, to attract and retain qualified talent.

Our compensation programs are designed to drive engagement and support business objectives through pay-for-performance and incentive opportunities that reward the achievement of operational and financial goals.

As part of our ongoing efforts to monitor and maintain pay equity, we partner with advisory companies to conduct statistical pay analysis using industry best practices to ensure pay programs are administered equitably.

We also use the services of independent compensation consulting firms to advise on matters including market competitiveness and program design.

In addition, we prioritize and invest in our associate’s health and welfare.

Our “LiveWell” philosophy is based on a whole person approach to physical, fiscal, and emotional wellness tailored to the diverse needs of our global workforce in each country we operate.

Examples, include global Employee Assistance Programs, Headspace Mindfulness application, Cuckoo application, and Mental Health First Aiders training.

Comprehensive health and welfare benefits for eligible associates are supplemented with specific programs to manage or improve common health conditions, a variety of voluntary benefits to satisfy individual needs, and paid time off.

Our commitment to the safety and health of our associates continues to be a top priority as demonstrated by our ongoing professional training and awareness campaigns.

All Theatre Support Center and Theatre Leadership associates complete in-person and online courses focused on professionalism, safety, and security that meet or exceed regulatory requirements and best practices as determined by the Equal Employment Opportunities Commission (“EEOC”), Payment Card Industry (“PCI”), Securities and Exchange Commission (“SEC”), and Sarbanes-Oxley Act (“SOX”).

Available Information

We make available free of charge on our website (www.amctheatres.com) under “Investor Relations” / Financial Performance”/ “SEC Filings,” annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy materials on Schedule 14A and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials with the Securities and Exchange Commission.

The contents of our Internet website are not incorporated into this report.

The contents of our website are not incorporated into this report.

The Securities and Exchange Commission maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information about the Company.

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Executive Vice President, Worldwide Programming and Chief Content Officer

Eliot Hamlisch

Executive Vice President, Chief Marketing Officer

Executive Vice President, Chief Operations and Development Officer

Ellen Copaken

Senior Vice President, Marketing

Senior Vice President, General Counsel and Secretary

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There are no family relationships between or among any executive officers.

Adam Aron has served as Chief Executive Officer, President and Director of the Company since January 2016, and as Chairman of the Board of Directors since July 2021.

Adam Aron has served as Chief Executive Officer, President and a director of the Company since January 2016, and as Chairman of the Board since July 2021.

From February 2015 to December 2015, Mr.

Aron was Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc.

and served on the board from 2006 to 2015.

and served on its board of directors from 2006 to 2015.

Since 2006, Mr.

Aron has served as Chairman and Chief Executive Officer of World Leisure Partners, Inc., a personal consultancy for matters related to travel and tourism, high-end real estate development, and professional sports, that he founded.

Aron served as Chief Executive Officer and Co-Owner of the Philadelphia 76ers from 2011 to 2013, and remains an investor.

Aron also has served as Chairman and Chief Executive Officer of World Leisure Partners, Inc., which he founded and which serves as a personal consultancy for matters related to travel and tourism, high-end real estate development, and professional sports.

Aron served as Chief Executive Officer and Co-Owner of the Philadelphia 76ers from 2011 to 2013, and remained an investor in the team through early 2023.

From 2006 to 2015, Mr.

Aron served as Senior Operating Partner of Apollo Management L.P.

Aron currently serves on the board of directors of Norwegian Cruise Line Holdings, Ltd.

and HBSE, which owns the NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers.

Aron briefly served on the board of directors of Centricus Acquisitions Corp.

He also served on the board of directors of Prestige Cruise Holdings Inc.

from 2007 to 2014.

Aron served as Senior Operating Partner of Apollo Management L.P., a leading private equity investor.

During the past ten years, Mr.

Aron has previously served on the board of directors of Norwegian Cruise Line Holdings, Ltd., Centricus Acquisitions Corp, Prestige Cruise Holdings Inc., and HBSE (which is a private company that owns the NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers).

Aron received a Master’s of Business Administration degree with distinction from the Harvard Business School and a Bachelor of Arts degree cum laude from Harvard College.

Goodman has served as AMC’s Executive Vice President, Chief Financial Officer and Treasurer since January 2022, Executive Vice President and Chief Financial Officer from February 2020 to January 2022, and Executive Vice President Finance from December 2019 to February 2020.

Goodman’s areas of responsibility at AMC include information technology, procurement, and international operations.

Aron brings to the Board significant business and executive leadership experience, including valuable insight into consumer services.

In a variety of industries, he has more than 30 years of experience as a Chief Executive Officer, more than 35 years of experience as a corporate director, and more than 45 years of consumer-engagement experience.

Goodman is AMC’s Executive Vice President, Chief Financial Officer and Treasurer.

Goodman’s areas of responsibility at AMC include international operations, information technology, and procurement.

Goodman has served on the Board of Directors of Hycroft Mining, Inc.

as AMC’s representative since April 2022.

Prior to joining AMC, Mr.

Goodman was the Chief Financial Officer of Asbury Automotive Group, Inc.

Prior to joining AMC in December 2019, Mr.

Goodman was the Chief Financial Officer of Fortune 500 retailer Asbury Automotive Group, Inc.

from July 2017 to November 2019.

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In addition, Mr.

Goodman served in various strategy and finance roles with increasing responsibility at The Home Depot, Inc.

Goodman served in strategy and finance leadership roles at Fortune 20 retailer The Home Depot, Inc.

Goodman began his career as an investment banker with Morgan Stanley, Inc.

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Goodman has a Master’s of Business Administration degree from The Harvard Business School and a Bachelor of Business Science Degree (with honors) from the University of Cape Town in South Africa.

Goodman is also a certified public accountant.

Goodman is a certified public accountant.

Elizabeth Frank has served as Executive Vice President, Worldwide Programming and Chief Content Officer for AMC since July 2012.

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Frank holds a Bachelor of Business Administration degree from Lehigh University and a Master’s of Business Administration from The Harvard Business School.

Eliot Hamlisch has served as Executive Vice President, Chief Marketing Officer of AMC since March 2022.

Prior to joining AMC, Mr.

Hamlisch was an officer at Wyndham Hotels & Resorts where he served as Executive Vice President Loyalty & Revenue Optimization from 2020 until 2022 and Senior Vice President Global Loyalty & Partnerships from 2017 until 2020.

Prior to joining Wyndham, Mr.

Hamlisch held several strategic planning, business development and customer engagement positions with Starwood Hotels & Resorts, Deloitte Consulting and American Express.

Hamlisch has a Bachelor of Arts from Harvard University and a Master’s of Business Administration from The Harvard Business School.

Daniel Ellis has served as the Executive Vice President, Chief Operations and Development Officer since March 2022.

8 unchanged sentences

Ellis holds a Bachelor of Business Administration from Georgia Southern University, a Master’s of Business Administration from Mercer University, and a Juris Doctorate degree from the University of Mississippi.

Ellen Copaken has served as Senior Vice President, Marketing of AMC since August 2023.

Between February 2022 and August 2023, Ms.

Copaken served as Vice President, Growth Strategy and led all aspects of AMC’s Perfectly Popcorn home popcorn product launch.

Prior to joining AMC, Ms.

Copaken served as Partner at global innovation consulting firm, Sterling Rice Group, where she led client relationships and growth strategy engagements in foodservice, retail, consumer package goods and hospitality industries.

Previously, she worked in marketing leadership roles for Frito-Lay, PepsiCo and Hostess Brands in general management, innovation and brand management.

During her time in the consumer-packaged goods industry, she launched dozens of new food and beverage products in grocery, retail and restaurant/foodservice.

Copaken has a Bachelor of Arts from University of Pennsylvania and a Master’s of Business Administration from The Wharton School.

Connor has served as Senior Vice President, General Counsel and Secretary of AMC since April 2003.

4 unchanged sentences

from October 1995.

Connor holds a Bachelor of Arts degree in English and History from Vanderbilt University, a

Juris Doctorate degree from the University of Kansas School of Law and LLM in Taxation from the University of Missouri-Kansas City.

Connor holds a Bachelor of Arts degree in English and History from Vanderbilt University, a Juris Doctorate degree from the University of Kansas School of Law and LLM in Taxation from the University of Missouri-Kansas City.

Cox has served as Senior Vice President, Chief Accounting Officer of AMC since June 2010.

16 unchanged sentences

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 1. Business