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Item 9A. Controls and Procedures

2021-03-09 compared with 2020-02-20 · 106 added, 42 removed, 147 unchanged (50% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of December 26, 2019 , the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective.

Management, with the participation of the Chief Executive Officer (CEO), performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of

NATIONAL CINEMEDIA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020, the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, the CEO concluded that the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting.

15 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 26, 2019, of the Company and our report dated February 20, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of a new accounting standard.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 8, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Denver, Colorado

February 20, 2020

March 8, 2021

Other Information

24 unchanged sentences

3.1 Second Amended and Restated Certificate of Incorporation.

8-K 001-33296 3.1 7/6/2018

3.2 The Bylaws, as amended August 1, 2019.

10-Q 001-33296 3.1 11/4/2019

4.1 Indenture, dated as of August 19, 2016, by and between National CineMedia, LLC and Wells Fargo Bank, National Association, as trustee.

8-K 001-33296 4.1 8/19/2016

4.2 Form of 5.750% Senior Unsecured Notes due 2026 (included in Exhibit 4.1).

8-K 001-33296 4.1 8/19/2016

4.3 Indenture, dated as of October 8, 2019, by and between NCM LLC and Wells Fargo Bank, National Association, as trustee.

8-K 001-33296 4.1 10/8/2019

4.4 Form of 5.875% Senior Secured Notes due 2028 (included in Exhibit 4.3).

8-K 001-33296 4.1 10/8/2019

4.5 Description of the Registrant's Securities

10-K 001-33296 4.5 2/20/2020

10.1 National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc.

8-K 001-33296 10.1 2/16/2007

10.1.1 First Amendment to Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of March 16, 2009, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc.

10-Q 001-33296 10.1.1 8/7/2009

10.1.2 Second Amendment to Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of August 6, 2010, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc.

8-K 001-33296 10.1 8/10/2010

10.1.3 Third Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated September 3, 2013, by and among American Multi-Cinema, Inc., AMC ShowPlace Theatres, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC, Regal Cinemas, Inc.

and National CineMedia, Inc.

8-K 001-33296 10.1.3 9/9/2013

10.1.4 Fourth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated January 23, 2019, by and among Cinemark Media, Inc., Cinemark USA, Inc., Regal Cinemedia Holdings, LLC, Regal Cinemas, Inc., and National CineMedia, Inc.

Incorporation by Reference

10-K 001-33296 10.1.4 2/21/2019

10.2 Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and American Multi-Cinema, Inc.

(Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.)

10-K 001-33296 10.2.4 2/21/2014

Incorporation by Reference

10.2.1 First Amendment to Amended and Restated Exhibitor Services Agreement dated as of March 9, 2017, by and between National CineMedia, LLC and American Multi-Cinema, Inc.

8-K 001-33296 10.1 3/15/2017

10.3 Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and Cinemark USA, Inc.

(Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.)

10-K 001-33296 10.3.4 2/21/2014

10.3.1 Waiver of Section 12.06 of the Exhibitor Services Agreement dated as of March 14, 2017, by and between National CineMedia, LLC and Cinemark USA, Inc.

8-K 001-33296 10.3 3/15/2017

10.3.2 First Amendment to Amended and Restated Exhibitor Services Agreement dated as of September 17, 2019, by and between National CineMedia, LLC and Cinemark USA, Inc.

8-K 001-33296 10.2 9/17/2019

10.4 Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and Regal Cinemas, Inc.

(Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.)

10-K 001-33296 10.4.4 2/21/2014

10.4.1 First Amendment to Amended and Restated Exhibitor Services Agreement dated as of March 9, 2017, by and between National CineMedia, LLC and Regal Cinemas, Inc.

8-K 001-33296 10.2 3/15/2017

10.4.2 Second Amendment to the Amended and Restated Exhibitor Services Agreement dated as of September 17, 2019, by and between National CineMedia, LLC and Regal Cinemas, Inc.

8-K 001-33296 10.2 9/17/2019

10.5 Common Unit Adjustment Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc.

1 unchanged sentence

(Confidential treatment granted as to certain portions, which portions were omitted and filed separately with the Commission.)

8-K 001-33296 10.6 2/16/2007

10.6 Tax Receivable Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, Cinemark Media, Inc., Regal Cinemas, Inc., American Multi-Cinema, Inc.

and Cinemark USA, Inc.

Incorporation by Reference

8-K 001-33296 10.7 2/16/2007

10.6.1 Second Amendment to Tax Receivable Agreement effective as of April 29, 2008, by and by and among NCM, Inc.

and National CineMedia, LLC and the Founding Members and the ESA Parties, amending the Tax Receivable Agreement dated as of February 13, 2007 and as first amended by the First Amendment to the Tax Receivable Agreement effective as of August 7, 2007.

8-K 001-33296 10.1 5/5/2008

Incorporation by Reference

10.7 Second Amended and Restated Software License Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Regal CineMedia Corporation, Cinemark USA, Inc., Digital Cinema Implementation Partners, LLC and National CineMedia, LLC.

8-K 001-33296 10.9 2/16/2007

10.8 Director Designation Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Cinemark Media, Inc.

and Regal CineMedia Holdings, LLC.

8-K 001-33296 10.1 2/16/2007

10.9 Registration Rights Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Regal CineMedia Holdings, LLC and Cinemark Media, Inc.

8-K 001-33296 10.11 2/16/2007

10.10 Management Services Agreement dated as of February 13, 2007, by and among National CineMedia, Inc.

and National CineMedia, LLC.

8-K 001-33296 10.12 2/16/2007

10.11 Credit Agreement dated as of June 20, 2018 among National CineMedia LLC, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-33296 10.1 6/25/2018

10.11.1 Amendment No.

1 to the Credit Agreement, dated as of April 30, 2020, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-33296 10.1 5/5/2020

10.11.2 Amendment No.

2 to the Credit Agreement, dated as of March 8, 2021, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K 001-33296 10.1 3/8/2021

10.12 Letter agreement, dated June 1, 2018, between National CineMedia, Inc.

and Standard General L.P.

8-K 001-33296 10.1 6/1/2018

10.13 Employment Agreement dated as of August 1, 2019, by and between National CineMedia, Inc.

and Thomas F.

10-Q 001-33296 10.3 11/4/2019

10.14 Employment Agreement dated as of May 8, 2015, by and among National CineMedia, Inc., National CineMedia LLC and Clifford E.

Amended and Restated Employment Agreement December 20, 2018, between the Company and Katherine L.

Transition, Separation and Release of Claims Agreement, dated December 18, 2019, by and between National CineMedia, Inc.

and Katherine L.

Consulting Agreement, dated December 18, 2019, by and between National CineMedia, Inc.

and KLS Advisors, Inc.

(included in Exhibit 10.16) +

10-Q 001-33296 10.1 5/12/2015

10.15 Employment Agreement dated as of April 3, 2017, by and among National CineMedia, Inc.

Incorporation by Reference

Employment Agreement dated as of January 12, 2018 by and among National CineMedia, Inc.

and Sarah Kinnick Hilty.

10-K 001-33296 10.21 2/21/2019

10.16 Amendment No.

1 to Employment Agreement dated as of April 30, 2020 by and among National CineMedia, Inc.

8-K 001-33296 10.1 5/1/2020

10.17 Form of Indemnification Agreement.

8-K 001-33296 10.1 2/13/2007

10.18 Form of Indemnification Agreement (August 2018)+

10-Q 001-33296 10.3 8/7/2018

Incorporation by Reference

10.19 National CineMedia, Inc.

2007 Equity Incentive Plan.

8-K 001-33296 10.2 5/2/2013

10.20 National CineMedia, Inc.

2016 Equity Incentive Plan.

S-8 001-33296 4.1 4/29/2016

10.21 National CineMedia, Inc.

2020 Omnibus Incentive Plan .

8-K 001-33296 10.2 5/1/2020

10.22 Form of Option Substitution Award.

S-8 001-33296 4.4 2/13/2007

10.23 Form of Stock Option Agreement.

S-8 001-33296 4.6 2/13/2007

10.23.1 Form of 2009 Stock Option Agreement.

10-K 001-33296 10.22.1 3/6/2009

10.23.2 Form of 2010 Stock Option Agreement.

10-K 001-33296 10.22.2 3/9/2010

10.23.3 Form of 2011 Stock Option Agreement.

10-K 001-33296 10.22.3 2/25/2011

10.23.4 Form of 2012 Stock Option Agreement.

10-K 001-33296 10.22.4 2/24/2012

10.23.5 Form of 2019 Stock Option Agreement.

Form of 2017 Restricted Stock Agreement (Time Based).

Form of 2017 Restricted Stock Agreement (Performance Based).

10-Q 001-33296 10.4 11/4/2019

10.23.6 Form of 2020 Stock Option Agreement.

10-Q 001-33296 10.5 8/3/2020

10.24.1 (1) Form of 2018 Restricted Stock Agreement (Time Based).

10-K 333-176056 10.24.9 3/14/2018

10.24.2 (1) Form of 2018 Restricted Stock Agreement (Performance Based).

10-K 333-176056 10.24.10 3/14/2018

10.24.3 Form of 2019 Restricted Stock Agreement (Time Based).

10-K 001-33296 10.28.9 2/21/2019

10.24.4 Form of 2019 Restricted Stock Agreement (Performance Based).

10-K 001-33296 10.28.10 2/21/2019

10.24.5 Form of 2020 Restricted Stock Agreement (Time Based).

10-K 001-33296 10.26.8 2/20/2020

10.24.6 Form of 2020 Restricted Stock Agreement (Performance Based).

10-K 001-33296 10.26.9 2/20/2020

10.24.7 Form of 2020 Restricted Stock Unit Agreement ( Time Based).

10-Q 001-33296 10.6 8/3/2020

10.24.8 Form of 2020 Restricted Stock Unit Agreement (Performance Based).

10-Q 001-33296 10.1 11/2/2020

10.25 Form of Restricted Stock Unit Agreement.

10-K 001-33296 10.34 3/6/2009

10.25.1 Form of Restricted Stock Unit Agreement under the National CineMedia, Inc.

2016 Equity Plan.

S-8 001-33296 4.4 4/29/2016

10.25.2 Form of Restricted Stock Unit Agreement under the National CineMedia, Inc.

2016 Equity Plan, amended.

10-K 001-33296 10.27.2 2/24/2017

10.25.3 Form of Restricted Stock Unit Agreement under the National CineMedia, Inc.

2020 Omnibus Incentive Plan - Director

10-Q 001-33296 10.7 8/3/2020

21.1 * List of Subsidiaries.

23.1 * Consent of Deloitte & Touche LLP.

Incorporation by Reference

24.1 * Powers of Attorney of National CineMedia, Inc.

Rule 13a-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a) Certification of Chief Financial Officer.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Incorporation by Reference

31.1 * Rule 13a-14(a) Certification of Chief Executive Officer and Interim PFO.

32.1 ** Certification of Chief Executive Officer and Interim PFO Pursuant to 18 U.S.C.

Section 1350.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.SCH * Inline XBRL Taxonomy Extension Schema Document.

101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

1 unchanged sentence

+ Management contract.

(1) Incorporated by reference to the exhibit listed from NCM LLC’s Annual Report on Form 10-K.

Form 10-K Summary

2 unchanged sentences

NATIONAL CINEMEDIA, INC.

February 20, 2020

/s/ Thomas F.

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 20th day of February, 2020.

March 8, 2021 /s/ Thomas F.

Chief Executive Officer and Director

(Principal Executive Officer and Interim Principal Financial Officer)

March 8, 2021 /s/ Julie L.

SVP, Controller

(Interim Principal Accounting Officer)

Signature Title

/s/ Thomas F.

Chief Executive Officer

(Principal Executive Officer)

/s/ Katherine L.

Chief Financial Officer

(Principal Financial and Accounting Officer)

Lesinski Chief Executive Officer

Lesinski (Principal Executive Officer and Interim Principal Financial Officer)

Patterson SVP, Controller

Patterson (Interim Principal Accounting Officer)

Lee Roy Mitchell

1 unchanged sentence

Renana Teperberg

/s/ Sarah Kinnick Hilty

Attorney-in-fact

/s/ Sarah Kinnick Hilty Attorney-in-fact

Sarah Kinnick Hilty

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 9A. Controls and Procedures