1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHA
2、NGE ACT OF 1934For the transition period from to Commission file number 001-33892AMC ENTERTAINMENT HOLDINGS,INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation or organization)26-0303916(I.R.S.Employer Identification No.)One AMC Way11500 As
3、h Street,Leawood,KS(Address of principal executive offices)66211(Zip Code)(913)213-2000Registrants telephone number,including area code:Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading SymbolName of each exchange on which registeredClass A common stockAMCNew York
4、Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
5、 Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(
6、2)hasbeen subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulations S-T(232.405 of this chapter)during the preceding 12 months(or f
7、or such shorter period that the registrant was required tosubmit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See definitions of“large accelerated fi
8、ler,”“accelerated filer,”“smaller reporting company,”andemerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company,indicate by check mark if the registrant h
9、as elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effe
10、ctiveness ofits internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accountingfirm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the
11、 financial statements of the registrantincluded in the filing the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the re
12、gistrants executive officers during the relevant recovery period pursuant to240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the re
13、gistrant on June 30,2024,computed by reference to the price at which the registrants Class A common stock was last sold on the New York Stock Exchange on such date was$1,799,547,676(361,354,955 Class A common stock shares at a closing price per share of$4.98).Shares of Class A common stock outstandi
14、ng431,949,800 shares at February 18,2025DOCUMENTS INCORPORATED BY REFERENCECertain portions of the registrants definitive proxy statement,in connection with its 2024 annual meeting of stockholders,to be filedwithin 120 days of December 31,2024,are incorporated by reference into Part III of this Annu
15、al Report on Form 10-K.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm1/254Table of Contents1AMC ENTERTAINMENT HOLDINGS,INC.FORM 10-KFOR THE YEAR ENDED DECEMBER 31,2024INDEX PagePART IItem 1.Busines
16、s5Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities37Item 6.Reserved40Ite
17、m 7.Managements Discussion and Analysis of Financial Condition and Results ofOperations40Item 7A.Quantitative and Qualitative Disclosures about Market Risk65Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure1
18、34Item 9A.Controls and Procedures134Item 9B.Other Information134Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections135PART IIIItem 10.Directors,Executive Officers and Corporate Governance136Item 11.Executive Compensation136Item 12.Security Ownership of Certain Beneficial Owne
19、rs and Management and RelatedStockholder Matters136Item 13.Certain Relationships and Related Transactions,and Director Independence136Item 14.Principal Accountant Fees and Services136PART IVItem 15.Exhibits and Financial Statement Schedules137Item 16.Form 10-K Summary1452025/5/19 12:45AMC ENTERTAINM
20、ENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm2/254Table of ContentsForward-Looking StatementsIn addition to historical information,this Annual Report on Form 10-K contains“forward-looking statements”within the meaning of the“
21、safe harbor”provisions of the United States PrivateSecurities Litigation Reform Act of 1995.Forward-looking statements may be identified by the use ofwords such as“may,”“will,”“forecast,”“estimate,”“project,”“intend,”“plan,”“expect,”“should,”“believe”and other similar expressions that predict or ind
22、icate future events or trends or that are notstatements of historical matters.These forward-looking statements are based only on our current beliefs,expectations and assumptions regarding the future of our business,future plans and strategies,projections,anticipated events and trends,the economy and
23、 other future conditions and speak only as ofthe date on which it is made.Examples of forward-looking statements include statements we makeregarding future attendance levels,revenues and our liquidity.These forward-looking statementsinvolve known and unknown risks,uncertainties,assumptions and other
24、 factors,including thosediscussed in“Risk Factors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations,”which may cause our actual results,performance or achievements to bematerially different from any future results,performance or achievements expressed or implied
25、 by suchforward-looking statements.These risks and uncertainties include,but are not limited to,the following:the risks and uncertainties relating to the sufficiency of our existing cash and cashequivalents and available borrowing capacity,including following the termination of oursenior secured rev
26、olving credit facility(“Senior Secured Revolving Credit Facility”),tofund operations,and satisfy obligations including cash outflows for planned capitalexpenditures currently and through the next twelve months.In order to achieve netpositive cash flows provided by operating activities revenues will
27、need to increase fromcurrent levels to levels at least in line with pre-COVID-19 revenues.However,thereremain significant risks that may negatively impact revenues and attendance levels,including changes to movie studios release schedules(including as a result of productiondelays and delays to the r
28、elease of movies caused by labor stoppages)and direct tostreaming or other changing movie studio practices.If we are unable to achieve increasedlevels of attendance and revenues,we will be required to obtain additional liquidity.Ifsuch additional liquidity is not obtained or is insufficient,we likel
29、y would seek an in-courtor out-of-court restructuring of our liabilities,and in the event of such future liquidation orbankruptcy proceeding,holders of our Class A common stock(“Common Stock”)andother securities would likely suffer a total loss of their investment;the risks and uncertainties relatin
30、g to the Refinancing Transactions(as defined below),including,but not limited to,(i)the potential for additional future dilution of our CommonStock as a result of issuance of shares underlying our 6.00%/8.00%Cash/PIK ToggleSenior Secured Exchangeable Notes(the“Exchangeable Notes”),(ii)the possibilit
31、y thatthe extension of certain debt maturities will not provide enough time for attendance andrevenues to increase to sufficient levels and generate net positive cash flows fromoperating activities and long-term profitability to overcome liquidity concerns or may beinsufficient to do so if the Compa
32、ny does not achieve revenue levels at least in line withpre-COVID-19 revenues and(iii)the impact on the market price of our Common Stockand our capital structure of litigation resulting from the Refinancing Transactions or theclaims of default or any additional litigation that has arisen or may aris
33、e in connectionwith the Refinancing Transactions,including the Noteholder Action(as defined herein).See Note 11Commitments and Contingencies in the Notes to the Consolidated FinancialStatements under Part II,Item 8 of this Form 10-K,for a description of the litigation;changing practices of distribut
34、ors,which accelerated during the COVID-19 pandemic,including increased use of alternative film delivery methods including premium video ondemand,streaming platforms,shrinking exclusive theatrical release windows or release ofmovies to theatrical exhibition and streaming platforms on the same date,th
35、e theatricalrelease of fewer movies,or transitioning to other forms of entertainment;the impact of changing movie-going behavior of consumers;2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm3/2542the
36、 risk that the North American and international box office in the near term will notrecover sufficiently,resulting in higher cash burn and the need to seek additionalfinancing,which may not be available at favorable terms,or at all;2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https
37、:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm4/254Table of Contents3risks and uncertainties relating to our significant indebtedness,including our borrowingsand our ability to meet our debt covenants;the dilution caused by recent and potential future sales of our
38、Common Stock and futurepotential share issuances to repay,refinance,redeem or repurchase indebtedness(including expenses,accrued interest and premium,if any);risks relating to motion picture production,promotion,marketing,and performance,including labor stoppages affecting the production,supply and
39、release schedule oftheatrical motion picture content;the seasonality of our revenue and working capital,which are dependent upon the timingof motion picture releases by distributors,such releases being seasonal and resulting inhigher attendance and revenues generally during the summer months and hol
40、iday seasons,and higher working capital requirements during the other periods such as the first quarter;intense competition in the geographic areas in which we operate among exhibitors,streaming platforms,or from other forms of entertainment;certain covenants in the agreements that govern our indebt
41、edness that limit or restrict ourability to take advantage of certain business opportunities,pay dividends,incur additionaldebt,pre-pay debt,and also to refinance debt and to do so at favorable terms,and suchcovenants that impose additional administrative and operational burdens on our business;risk
42、s relating to impairment losses,including with respect to goodwill and otherintangibles,and theatre and other closure charges;general and international economic,political,regulatory,social and financial marketconditions,including potential economic recession,inflation,rising interest rates,thefinanc
43、ial stability of the banking industry,and other risks that may negatively impactdiscretionary income and our revenues and attendance levels;our lack of control over distributors of films;limitations on the availability of capital or poor financial results may prevent us fromdeploying strategic initi
44、atives;an issuance of preferred stock could dilute the voting power of the common stockholdersand adversely affect the market value of our outstanding Common Stock;limitations on the authorized number of Common Stock shares could in the future preventus from raising additional capital through Common
45、 Stock;our ability to achieve expected synergies,benefits and performance from our strategicinitiatives;our ability to refinance our indebtedness on terms favorable to us or at all;our ability to optimize our theatre circuit through new construction,the transformation ofour existing theatres,and str
46、ategically closing underperforming theatres may be subject todelay and unanticipated costs;failures,unavailability or security breaches of our information systems,including due tocybersecurity incidents;our ability to utilize interest expense deductions will be limited annually due to Section163(j)o
47、f the Internal Revenue Code of 1986,as amended(the“Code”),as amended bythe Tax Cuts and Jobs Act of 2017;2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm5/2542025/5/19 12:45AMC ENTERTAINMENT HOLDINGS
48、,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm6/254Table of Contentsour ability to recognize interest deduction carryforwards,net operating loss carryforwards,and other tax attributes to reduce our future tax liability;our ability to reco
49、gnize certain international deferred tax assets which currently do nothave a valuation allowance recorded;review by antitrust authorities in connection with acquisition opportunities;risks relating to the incurrence of legal liability,including costs associated with theongoing securities class actio
50、n lawsuits;dependence on key personnel for current and future performance and our ability to attractand retain senior executives and other key personnel,including in connection with anyfuture acquisitions;increased costs in order to comply or resulting from a failure to comply withgovernmental regul
51、ation,including the General Data Protection Regulation(“GDPR”)andall other current and pending privacy and data regulations in the jurisdictions where wehave operations;supply chain disruptions may negatively impact our operating results;the availability and/or cost of energy,particularly in Europe;
52、the market price and trading volume of our shares of Common Stock has been and maycontinue to be volatile,and purchasers of our securities could incur substantial losses;future offerings of debt,which would be senior to our Common Stock for purposes ofdistributions or upon liquidation,could adversel
53、y affect the market price of our CommonStock;the potential for political,social,or economic unrest,terrorism,hostilities,cyber-attacksor war,including the conflict between Russia and Ukraine and other internationalconflicts;the potential impact of financial and economic sanctions on the regional and
54、 globaleconomy,or widespread health emergencies,such as pandemics or epidemics,causingpeople to avoid our theatres or other public places where large crowds are in attendance;anti-takeover protections in our Third Amended and Restated Certificate of Incorporation(the“Certificate of Incorporation”)an
55、d our amended and restated bylaws(the“Bylaws”)may discourage or prevent a takeover of our Company,even if an acquisition would bebeneficial to our stockholders;andother risks and uncertainties referenced from time to time in filings with the SEC.This list of factors that may affect future performanc
56、e and the accuracy of forward-lookingstatements is illustrative but not exhaustive.In addition,new risks and uncertainties may arise from timeto time.Accordingly,all forward-looking statements should be evaluated with an understanding of theirinherent uncertainty and we caution accordingly against r
57、elying on forward-looking statements.Except as required by law,we assume no obligation to publicly update or revise these forward-looking statements for any reason.Actual results could differ materially from those anticipated in theseforward-looking statements,even if new information becomes availab
58、le in the future.Readers are urged to consider these factors carefully in evaluating the forward-lookingstatements.For further information about these and other risks and uncertainties as well as strategicinitiatives,see Item 1.“Business”and Item 1A.“Risk Factors”in this Annual Report on Form 10-K.2
59、025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm7/2544All subsequent written and oral forward-looking statements attributable to us or persons actingon our behalf are expressly qualified in their enti
60、rety by these cautionary statements.The forward-looking statements included herein are made only as of the date of this Annual Report on Form 10-K,and we do not undertake any obligation to release2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/14
61、11579/000141157925000042/amc-20241231x10k.htm8/254Table of Contents5publicly any revisions to such forward-looking statements to reflect events or circumstances after thedate hereof or to reflect the occurrence of unanticipated events.PART IItem 1.Business.General Development of BusinessAMC Entertai
62、nment Holdings,Inc.(“Holdings”),through its direct and indirect subsidiaries,including American Multi-Cinema,Inc.and its subsidiaries,(collectively with Holdings,unless thecontext otherwise requires,the“Company”or“AMC”),is principally involved in the theatricalexhibition business and owns,operates o
63、r has interests in theatres primarily located in the United Statesand Europe.Our business was founded in Kansas City,Missouri in 1920.Holdings was incorporated underthe laws of the state of Delaware on June 6,2007.We maintain our principal executive offices at OneAMC Way,11500 Ash Street,Leawood,Kan
64、sas 66211.LiquidityAs of December 31,2024,we had cash and cash equivalents of approximately$632.3 million.We took action to lower the future interest expense of our fixed-rate debt through debtbuybacks and exchanges for equity and enhanced liquidity through equity issuances.See Note 8Corporate Borro
65、wings and Finance Lease Liabilities,Note 9Stockholders Deficit,and Note 16Subsequent Events in the Notes to the Consolidated Financial Statements under Part II,Item 8 of thisForm 10-K,for further information.We expect to,from time to time,continue to seek to retire or purchase our outstanding debtth
66、rough cash purchases and/or exchanges for equity or debt,in open-market purchases,privatelynegotiated transactions or otherwise.Such repurchases or exchanges,if any,will be upon such termsand at such prices as we may determine,and will depend on prevailing market conditions,our liquidityrequirements
67、,contractual restrictions and other factors.The amounts involved may be material,and tothe extent equity is used,dilutive.Refinancing TransactionsOn July 22,2024,we completed a series of refinancing transactions(the“RefinancingTransactions”)with two creditor groups to refinance and extend to 2029 an
68、d 2030 the maturities ofapproximately$1.6 billion of our debt previously maturing in 2026.During the third quarter of 2024 we completed follow-on open market repurchases of ourexisting senior secured term loans maturing 2026(the“Existing Term Loans”),and in exchange,issuedto such selling holders our
69、 New Term Loans(as defined herein)pursuant to the New Term Loan CreditAgreement(as defined herein)of approximately$793.0 million.As of December 31,2024,we completed open market purchases of$1,895.0 million aggregateprincipal amount of our Existing Term Loans and issued$2,024.3 million aggregate prin
70、cipal amount ofthe New Term Loans.Accordingly,as of such date,the Company had no remaining aggregate principalamount of Existing Term Loans outstanding and the loan documents relating to the Existing Term Loanswere terminated.Please see Item 7Managements Discussion and Analysis of Financial Conditio
71、n and Resultsof Operations and Note 8Corporate Borrowings and Finance Lease Liabilities in the Notes to theConsolidated Financial Statements under Part II,Item 8 of this Form 10-K for additional information.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/ed
72、gar/data/1411579/000141157925000042/amc-20241231x10k.htm9/2542025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm10/254Table of Contents6Narrative Description of BusinessWe are the worlds largest theatri
73、cal exhibition company and an industry leader in innovationand operational excellence.Over the course of our 100+year history,we have pioneered many of thetheatrical exhibition industrys most important innovations.We introduced multiplex theatres in the1960s and the North American stadium-seated Meg
74、aplex theatre format in the 1990s.Most recently,wecontinued to innovate and evolve the movie-going experience with the deployment of our theatrerenovations featuring plush,powered recliner seating and the launch of our U.S.subscription loyaltytier,AMC Stubs A-List.Our growth has been driven by a com
75、bination of organic growth throughreinvestment in our existing assets and through the acquisition of some of the most significantcompanies in the theatrical exhibition industry.Our business is operated in two theatrical exhibition reportable segments,U.S.markets andInternational markets.Substantiall
76、y all of our international operations are attributed to Odeon CinemasGroup Limited(“OCGL”)and its subsidiaries(collectively with OCGL,unless the context otherwiserequires,“Odeon Cinemas Group”),Odeon and UCI Cinemas Holdings Limited(“Odeon”)and NordicCinema Group Holding AB(“Nordic”).As of December
77、31,2024,we owned,leased or operated 871 theatres and 9,798 screens in 11countries,including 544 theatres with a total of 7,185 screens in the United States and 327 theatres and2,613 screens in European markets.We have productive assets in each of the capital cities and mostdensely populated areas of
78、 the countries in which we operate.As of December 31,2024,we were the market leader in the United States and Europeincluding 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 worlds 10 largest
79、economies,including four of the six largest European economies(the United Kingdom,Spain,Italy and Germany)as of December 31,2024.As of December 31,2024,in the U.S.markets,we owned,leased or operated theatres in 41states and the District of Columbia,with approximately 48%of the U.S.population living
80、within 10miles of one of our theatres.We have a diversified footprint with complementary global geographic andguest demographic profiles,which we believe gives our circuit a unique profile and offers us strategicand operational advantages while providing our studio partners with a large and diverse
81、distributionchannel.We operate some of the most productive theatres in the top markets in the United States andwere the market leader in the top two markets for the year ended December 31,2024:Los Angeles andNew York.During 2024,our top five markets,in each of which we held the#1 share position,were
82、New York,Los Angeles,Chicago,Atlanta,and Philadelphia,according to data provided by Comscore.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm11/254Table of Contents7The following table provides detai
83、l with respect to the geographic location of our theatricalexhibition circuit as of December 31,2024:U.S.Markets Theatres(1)Screens(1)Alabama 18 237Arizona 12 187Arkansas 2 21California 57 777Colorado 14 193Connecticut 9 104Florida 38 588Georgia 26 350Idaho 1 11Illinois 47 578Indiana 21 276Iowa 3 43
84、Kansas 9 132Kentucky 2 40Louisiana 7 99Maryland 14 164Massachusetts 11 154Michigan 10 154Minnesota 6 95Missouri 9 108Montana 5 55Nebraska 1 14Nevada 2 28New Jersey 25 319New Mexico 1 12New York 30 322North Carolina 19 244North Dakota 1 9Ohio 11 140Oklahoma 11 131Oregon 2 25Pennsylvania 24 276South C
85、arolina 2 26South Dakota 1 10Tennessee 15 191Texas 40 590Utah 3 29Virginia 13 173Washington 15 181West Virginia 1 12Wisconsin 5 73District of Columbia 1 14Total U.S.Markets 544 7,185International MarketsDenmark 2 12Finland 31 174Germany 21 188Ireland 11 77Italy 37 378Norway 12 90Portugal 3 42Spain 3
86、5 413Sweden 72 394United Kingdom 103 845Total International Markets 327 2,613Total 871 9,798(1)Included in the above table are 65 theatres and 320 screens that we manage or in whichwe have a partial ownership interest.In the U.S.markets segment,we manage or have apartial interest in four theatres an
87、d 55 screens.In the International markets segment,wemanage or have a partial interest in 61 theatres and 265 screens.Our theatrical exhibition revenues are generated primarily from box office admissions andtheatre food and beverage sales.We offer consumers a broad range of entertainment alternatives
88、including traditional film programming,2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm12/254Table of Contentsprivate theatre rentals,independent and foreign films,performing arts,music and sports.We
89、 also offerfood and beverage alternatives beyond traditional concession items,including collectible concessionvessels,made-to-order meals,customized coffee,healthy snacks,beer,wine,premium cocktails,anddine-in theatre options.The balance of our revenues is generated from ancillary sources,including
90、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 onlineticketing fees.Our StrategyWe are committed to maintaining a leadership position in the exhibition
91、 industry by focusingon forward-thinking initiatives for the benefit of our guests.We do this through a combination of uniquemarketing outreach,seamless digital technology and innovative theatre amenities designed for us to 1)be a world-class leader in customer engagement,2)deliver the best in-perso
92、n experience while at AMCtheatres,3)selectively enhance our footprint through expansion in attractive markets,investments inPremium Large Format(“PLF”)screens,and strategic closure of underperforming theatres,4)pursueadjacent opportunities that extend the AMC brand,and 5)explore attractive acquisiti
93、ons leveraging ourexisting capabilities and core competencies.Consistent with our history and culture of innovation,webelieve our vision and relentless focus on these key elements,which apply strategic and marketingcomponents to traditional theatrical exhibition,will drive our future success.1)Be a
94、World-Class Leader in Customer EngagementWe engage movie-goers through advances in technology and marketing activities to strengthenthe bonds with our current guests and create new connections with potential customers that drive bothgrowth and loyalty.We serve our guests,end-to-end,from before they
95、enter our theatres,through theirenjoyment of a comprehensive spectrum of film content while at our theatres and then again after themovie when theyve left the theatre and are deciding what film to see the next time they visit.In our U.S.markets,we begin the process of engagement with AMC Stubs(“Stub
96、s”),ourcustomer loyalty program,which allows members to earn rewards,receive discounts and participate inexclusive 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”)
97、.Both programs reward loyal guests for their patronage of AMC theatres.Rewards earned areredeemable on future purchases at AMC locations.AMC Stubs A-List(“A-List”)is our monthly subscription-based tier of our Stubs loyaltyprogram.This program offers guests admission to movies at AMC up to three time
98、s per week,includingmultiple movies per day and repeat visits to movies.A-List also includes premium offerings includingIMAX,Dolby Cinema at AMC,RealD,Prime and other PLF brands.A-List members can booktickets online in advance with reserved seating at AMC Theatres for no additional cost.As of Decemb
99、er 31,2024,we had a combined total of approximately 35 million memberhouseholds enrolled in A-List,Premiere,and Insider programs.Our Stubs members representedapproximately 49%of our U.S.market attendance during the year ended December 31,2024.Our largedatabase of identified movie-goers also provides
100、 us with additional insight into our customers moviepreferences.This enables us to have an increasingly comprehensive,more personalized and targetedmarketing effort.On January 1,2025,we introduced a new Stubs tierAMC Stubs Premiere GO!(“PremiereGO!”).Premiere GO!membership is earned by existing Insi
101、der members by visiting a certain numberof times or earning a certain number of points within a calendar year.Premiere GO!allows members toearn additional points and other exclusive benefits.In our International markets,we currently have loyalty programs in all territories in which weoperate.Movie-g
102、oers can earn points for spending money at the theatre,and those points can beredeemed for tickets or food and beverage items,depending on the program,at a later date.Wecurrently have approximately 18 million members in our various International loyalty programs.Our marketing efforts expand beyond o
103、ur loyalty program.We continue to improve ourcustomer connections through our website and mobile apps.Our mobile applications across the U.S.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm13/2548cir
104、cuit offer the ability to order food and beverage while ordering tickets ahead of scheduled showtimes.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm14/254Table of ContentsIn June 2021,the Company l
105、aunched AMC Investor Connect(“AIC”),an innovative newcommunication initiative to engage directly with its sizable retail shareholder base and convertshareholders into AMC consumers.AIC allows our shareholders to self-identify through our websiteand receive special offers and important communications
106、.As part of AIC,domestic members must signup for a Stubs account,which includes providing additional personalized data that allows us to moreprecisely engage with our investor consumers.As of December 31,2024,there were approximately 1.5million global members of AIC,which is comprised of both regist
107、ered and beneficial shareholders.2)Deliver the best in-person experience while at AMC theatresIn conjunction with our advances in technology and marketing initiatives,and consistent withour long-term growth strategy,we plan to continue investing in our theatres and enhancing theconsumer experience t
108、o deliver the best in-person experience and take greater advantage of incrementalrevenue-generating opportunities,primarily through comfort and convenience innovations,imaginativefood and beverage initiatives,and exciting PLF offerings.Comfort and Convenience.Recliner seating is a key feature of man
109、y of our locations.We believe that maximizing comfort and convenience for our customers will be increasingly necessary to maintain and improve our relevance.These locations include plush,electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button.These loca
110、tions typically warrant increased ticket prices to reflect the enhanced consumer experience.As of December 31,2024,in our U.S.markets,we featured recliner seating in 365 U.S.theatres,including Dine-in-Theatres,totaling approximately 3,620 screens and representing 50.4%oftotal U.S.screens.In our Inte
111、rnational markets,as of December 31,2024,we had recliner seating in 86International theatres,totaling 605 screens and representing 23.2%of total International screens.Open-source internet ticketing makes AMCs entire universe of seats in the U.S.(approximately 1 million as of December 31,2024),for al
112、l our show times,as available as possible,onas many websites and mobile applications as possible.Our tickets are currently sold either directly atthe box office or through mobile apps,at our own website and mobile app and through other third-partyticketing vendors.For the year ended December 31,2024
113、,approximately 70%of our tickets werepurchased online in the U.S.,with approximately 85%of total online tickets being purchased throughour own website and mobile apps.Imaginative Food and Beverage Initiatives.Our deployment initiatives also apply to foodand beverage enhancements.We have expanded our
114、 menu of enhanced food and beverage products toinclude meals,healthy snacks,premium beers,wine and mixed drinks,and other gourmet products.Ourlong-term growth strategy calls for investment across a spectrum of enhanced food and beverageformats,ranging from simple,less capital-intensive food and beve
115、rage design improvements to thedevelopment of new dine-in theatre options.We have expanded the capabilities of our online andmobile apps to include the ability to pre-order food and beverages when advanced tickets are purchased.Guests then have the items ready upon arrival and available at dedicated
116、 pick-up areas or delivered toseat at select theatres.Our MacGuffins Bar and Lounges(“MacGuffins”)give us an opportunity to offer alcohol toour legal age customers in our U.S.markets.As of December 31,2024,we offered alcohol in 383theatres in our U.S.markets and 226 theatres in our International mar
117、kets.Expand Movie Themed Merchandise Offerings.We offer our guests the opportunity topurchase collectible concession vessels associated with films released throughout the year.These uniqueitems drive movie-goers to our theatres and increase consumer engagement.We continue to look foropportunities to
118、 further expand our collectible concession vessel offerings and other movie themedretail merchandise offerings.Exciting Premium Large Format and Extra Large Screen Offerings.PLF auditoriums generate our highest customer satisfaction scores,and we believe the investment in PLFs increases the value of
119、 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 thefurther development
120、of our own PLF offerings.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm15/2549IMAX.IMAX is one of the worlds leading entertainment technology companies,specializing in motion picture technologies a
121、nd presentations.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm16/254Table of ContentsAs of December 31,2024,AMC was the largest IMAX exhibitor in the U.S.,with 184IMAX screens and a 56%market shar
122、e.Each one of our IMAX local installations isprotected by geographic exclusivity,and as of December 31,2024,our IMAX screencount was 102%higher than our closest competitor.Additionally,as of December 31,2024,our per-screen grosses were 34%higher than our closest competition.We alsooperate 36 IMAX sc
123、reens in International markets.As part of our long-term growthstrategy,we expect to continue to expand our IMAX relationship across the U.S.andEurope,further strengthening our position as the largest IMAX exhibitor in the U.S.anda significant IMAX exhibitor in Europe.Dolby Cinema.Dolby Cinema offers
124、 a premium cinema offering for movie-goers that combines state-of-the-art image and sound technologies with inspired theatre design and comfort.Dolby Cinema at AMC includes Dolby Vision laser projection and object-oriented Dolby Atmos audio technology,as well as AMCs plush power recliningseats with
125、seat transducers that vibrate with the action on screen.As of December 31,2024,we operated 167 Dolby Cinema at AMC auditoriums in theU.S.and seven Dolby Cinema auditoriums in the International markets.We expect toexpand the deployment of our innovative Dolby Cinema auditoriums in both our U.S.and In
126、ternational markets as part of our long-term growth strategy.In-house PLF Brands.We also offer our private label PLF experience at many of ourlocations,with superior sight and sound technology and enhanced seating.These PLFauditoriums offer an enhanced theatrical experience for movie-goers beyond ou
127、r currentcore theatres,at a lower price premium than IMAX or Dolby Cinema.Therefore,theymay be especially relevant in smaller or more price-sensitive markets.As of December 31,2024,we operated 60 screens under in-house PLF brand names in the U.S.markets and 82screens in the International markets.Ext
128、ra Large(“XL”)Screens.In addition to PLF offerings,we also offer screens that areat least 40-feet wide and include 4K laser projection.The following table provides detail with respect to Premium Large Format screens(IMAX,Dolby Cinema,in-house),XL screens,premium seating,and our enhanced food and bev
129、erageofferings as deployed throughout our circuit on December 31,2024 and December 31,2023:U.S.MarketsInternational MarketsConsolidated Year EndedYear EndedYear Ended December 31,December 31,December 31,Format2024 2023 2024 2023 2024 2023Number of theatres:IMAX 183 183 36 33 219 216Dolby Cinema thea
130、tres 167 162 7 7 174 169In-house PLF 60 57 79 76 139 133Dine-in 48 49 3 3 51 52Premium seating 365 362 86 82 451 444XL screens 60 60 Number of screens:IMAX 184 184 36 33 220 217Dolby Cinema theatres 167 162 7 7 174 169In-house PLF 60 57 82 79 142 136Dine-in 666 675 13 13 679 688Premium seating 3,620
131、 3,588 605 554 4,225 4,142XL screens 68 68 Laser at AMC.We launched Laser at AMC,a broadscale initiative to upgrade the projectors inat least 3,500 auditoriums throughout the U.S.,with cutting-edge laser projectors.The Laser at AMCexperience delivered by laser projection from Barco,a global leader i
132、n laser-powered cinema solutions,provides guaranteed light levels that are at the top end of the 2D DCI specification.This technologyimproves image contrast,produces more vivid colors,and maximizes brightness,compared to digital2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/ww
133、w.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm17/25410projectors with a xenon light source.We are partnering with Barco through their Cinema-as-a-Serviceprogram which requires minimal upfront capital investment by AMC.The initial agreement to2025/5/19 12:45AMC ENTERTAI
134、NMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm18/254Table of Contentsinstall 3,500 projectors is expected to be completed by 2026,with 2,125 installations completed as ofDecember 31,2024.During 2024,we also started deploying
135、 laser projectors across our international markets with40 projectors installed outside of the US Markets as of December 31,2024.We expect to continue toincrease our laser projector installations internationally in the coming years.3)Performance-Based Expansion and Strategic Closure of TheatresOur lo
136、ng-term growth strategy includes the deployment of our strategic growth initiatives,opening new-build theatres and continued exploration of small acquisitions.By expanding our platformthrough disciplined new-build theatres and acquisitions,we are able to further deploy our provenstrategic initiative
137、s while further diversifying our consumer base,leading to greater appeal for morefilms.The additional scale achieved through new-build theatres and acquisitions also serves to benefitour business through global procurement savings and increased overhead efficiencies.We believe thatexpansion offers u
138、s 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.The following table sets forth our historical information concerning new builds(includingexpansions),acquisitions
139、and dispositions(including permanent closures of underperforming theatresand net construction closures)and end-of-period operated theatres and screens through December 31,2024:Permanent/Temporary(Closures)/Openings,New BuildsAcquisitionsnetTotal Theatres Number of Number of Number of Number of Numbe
140、r of Number of Number of Number of Calendar YearTheatresScreensTheatresScreensTheatresScreensTheatresScreens Beginning balance 1,004 11,0412020 8 63 1 14(63)(575)950 10,5432021 10 82 11 140(25)(203)946 10,5622022 7 51 15 157(28)(296)940 10,4742023 6 31(48)(446)898 10,0592024 1 13 2 9(30)(283)871 9,7
141、98 26 209 35 351 (194)(1,803)4)Pursue Adjacent Opportunities that Extend the AMC BrandWe believe there is considerable opportunity to extend and monetize the AMC brand outside ofour movie theatre auditoriums.We plan to pursue opportunities that capitalize on our attractivecustomer base,our leading b
142、rand,our 100+years of food and beverage expertise,and technologycapabilities.As part of that strategy,we have expanded our food and beverage business beyond theatricalexhibition and entered the multi-billion dollar popcorn industry with the launch of AMC TheatresPerfectly Popcorn in the U.S.markets.
143、During 2023,we began offering ready-to-eat and microwaveable AMC Theatres PerfectlyPopcorn products that are available or will be available for purchase in well-knowngrocery stores around the country or on-line via A.Freshly popped AMC Theatres Perfectly Popcorn is available through food delivery-to
144、-home services.“To Go”packages at our theatres of freshly popped popcorn are available for takeoutand/or pickup.AMC Theatres Perfectly Popcorn is an opportunity to diversify our business and to create anew food and beverage revenue stream.During 2024,we rolled out AMC Cinema SweetsTM,our line of pre
145、mium gourmet candy.AMC Cinema Sweets are available to moviegoers at AMC concession stands throughout the UnitedStates.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm19/25411We made our inaugural for
146、ay 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 BEYONC.During 2024,we distributed USHER:RENDEZVOUS IN PARIS and BILLIE EILISH:HIT ME HARD AND
147、 SOFT,an album listeningexperience.We have the potential to capitalize on new2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm20/254Table of Contentstheatrical distribution opportunities in the future
148、 which would lead to additional theatrical distributionrevenue and increased admissions revenue.5)Explore Attractive Acquisitions Leveraging Our Existing Capabilities and CoreCompetenciesAs part of our plans to pursue value-enhancing initiatives that lead to diversification of ourbusiness,we will co
149、nsider attractive and opportunistic acquisitions inside and outside the theatricalexhibition industry that leverage our footprint and capabilities,as well as the core competencies andexperiences of our management team.Our Competitive StrengthsWe believe we have the following competitive strengths:Le
150、ading guest engagement through digital marketing and technology platforms.Throughour Stubs loyalty programs,we have developed a consumer database of approximately 35 millionhouseholds,representing approximately 70 million individuals.Our digital marketing and technologyplatforms allow us to engage w
151、ith these customers frequently,efficiently and on a very personalizedlevel.We believe personalized data drives increased engagement,resulting in higher attendance.Leading market share in important,affluent and diverse markets.As of December 31,2024,across our three biggest metropolitan markets in th
152、e United StatesNew York,Los Angeles andChicago,representing 17%of the countrys total box officewe held a 44%combined market share.We operated theatres located in the top 25 U.S.markets,holding the#1 or#2 position in 18 of those25 markets based on box office revenue.As of December 31,2024,we are also
153、 the#1 theatre operatorin Italy,Sweden,Norway,and Finland;the#2 operator in the United Kingdom,Ireland,Spain andPortugal,and the#4 operator in Germany.We believe our strong presence in these top markets makesour theatres highly visible and therefore strategically more important to content providers,
154、who rely onthe large audiences and marketing momentum provided by major markets to drive opinion-making anddeliver a movies overall box office results.We also have a diversified footprint with complementary global geographic and guestdemographic profiles.We have theatres in more densely populated ma
155、jor metropolitan markets,wherethere is also a scarcity of attractive retail real estate opportunities,as well as complementary suburbanand rural markets.Guests from different demographic and geographic profiles have different tastes inmovies,and we believe by broadening our geographic base,we can he
156、lp mitigate the impact of filmgenre volatility on our box office revenues.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 succ
157、ess 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 31,2024,8 of the 10 highest grossing theatres in the
158、 U.S.were AMC theatres,according to data provided by Comscore.During the same period,AMCs U.S.markets average total revenues per theatre was approximately$6.5 million.This per unit productivity is important not only to content providers,but also to developers and landlords,for whom per location and
159、per square foot sales numbers are critical measures.Our AMC Classic branded theatres are located primarily in smaller,suburban and ruralmarkets,which affects total revenues per theatre.However,in general,theatres located in smallersuburban and rural markets tend to have less competition and a lower
160、cost structure.In our International markets,many theatres are located in top retail centers in majormetropolitan markets with high visibility.We believe that deploying our proven strategic initiatives inthese markets will help drive attendance and greatly improve productivity.Other theatres are in l
161、argerand mid-sized cities and towns in affluent regions.Deployment of unique pricing structures to enhance revenue.We have developed adedicated pricing department and,as a result,we have deployed several different strategic pricing2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:
162、/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm21/25412structures that have increased revenue and profitability.A-List is our monthly subscription-based tier of our Stubs loyalty program.This programoffers guests admission to movies at AMC up to three times per week,
163、including multiple movies perday and repeat visits to movies.We also offer Stubs members“Discount Tuesday”,a reduced price formovie attendance on Tuesdays.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k
164、.htm22/254Table of ContentsSources of RevenueBox Office Admissions and Film Content.Box office admissions are our largest source ofrevenue.We predominantly license theatrical films from distributors owned by major film productioncompanies and from independent distributors on a film-by-film and theat
165、re-by-theatre basis.Filmexhibition costs are based on a share of admissions revenues and are accrued based on estimates of thefinal settlement pursuant to our film licenses.These licenses typically state that rental fees are based onthe box office performance of each film,though in certain circumsta
166、nces and less frequently,our rentalfees are based on a mutually agreed settlement rate that is fixed.In some European territories,filmrental fees are established on a weekly basis and some licenses use a per capita agreement instead of arevenue share,paying a flat amount per ticket.During the year e
167、nded December 31,2024,films licensed from our seven largest movie studiodistributors based on revenues accounted for approximately 84%of our U.S.admissions revenues,which consisted of Disney,Universal,Warner Bros.,Sony,Paramount,MGM,and 20th CenturyStudios.In Europe,approximately 74%of our box offic
168、e revenue came from films attributed to our fivelargest movie distributor groups,which consisted of Disney,Warner Bros.,Universal,Sony,andParamount.Our revenues attributable to individual distributors may vary significantly from year to yeardepending upon the commercial success of each distributors
169、films in any given year.During 2023 we,along with our sub-distribution partners,served as the theatrical distributorfor two theatrical releases:TAYLOR SWIFT|THE ERAS TOUR and RENAISSANCE:A FILM BYBEYONC.During 2024,we distributed USHER:RENDEZVOUS IN PARIS and BILLIE EILISH:HITME HARD AND SOFT,an alb
170、um listening experience.The distribution business is a newer source ofrevenue.Food and Beverage.Food and beverage sales are our second largest source of revenue afterbox office admissions.We offer enhanced food and beverage products that include meals,healthysnacks,premium liquor,beer and wine optio
171、ns,and other gourmet products.Our long-term growthstrategy calls for investment across a spectrum of enhanced food and beverage formats,ranging fromsimple,less capital-intensive food and beverage menu improvements to the expansion of our Dine-In-Theatre brand.We currently operate 48 Dine-In-Theatres
172、 in the U.S.and three Dine-In-Theatres in Europethat deliver chef-inspired menus with seat-side or delivery service to luxury recliners with tables.Ourrecent Dine-In-Theatre concepts are designed to capitalize on the latest food service trend,the fast andcasual eating experience.MacGuffins give us a
173、n opportunity to offer alcohol to our legal age customers in our U.S.markets.As of December 31,2024,we offered alcohol in approximately 383 theatres in our U.S.markets and 226 theatres in our International markets and continue to explore expansion globally.During 2023,we began offering ready-to-eat
174、and microwaveable AMC Theatres PerfectlyPopcorn products that are available for purchase in well-known grocery stores around the country or on-line via A.During 2024,we rolled out AMC Cinema SweetsTM,our line of premiumgourmet candy.AMC Cinema Sweets are available to moviegoers at AMC concession sta
175、nds throughoutthe United States.Theatrical Exhibition Industry and CompetitionU.S.markets.In the U.S.,the movie exhibition business is large and mature.We believe it is the quality of the movie-going experience that will define our future success.Whether through enhanced food and beverage options(Fo
176、od 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 lase
177、r 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.Preliminary estimates indicate that North American box office revenues were appr
178、oximately$8.7 billion for 2024,down approximately 3%compared with 2023.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm23/254132025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/ww
179、w.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm24/254Table of ContentsThe following table represents information about the U.S./Canada exhibition industry obtainedfrom the National Association of Theatre Owners,with the exception of box office revenues forcalendar years
180、 2023,2022,and 2021 obtained from Comscore.See Managements Discussion andAnalysis of Financial Condition and Results of Operations under Part II,Item 7 of this Form 10-K forinformation regarding our operating data:Box Office Average RevenuesAttendanceTicket Calendar Year(in millions)(in millions)Pri
181、ce 2023$9,034 833$10.842022 7,454 708 10.532021 4,544 447 10.172020 2,205 240 9.182019 11,400 1,244 9.162018 11,880 1,304 9.112017 11,091 1,236 8.972016 11,372 1,314 8.652015 11,120 1,320 8.42Based on information obtained from Comscore,we believe that the three largest exhibitors,interms of U.S./Can
182、ada box office revenue(AMC,Regal Entertainment Group,and Cinemark Holdings,Inc.)generated approximately 53%of the box office revenues in 2024.International markets.Movie-going is a popular leisure activity with high penetration across key geographies in our International markets.Theatre appeal has p
183、roven 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,andscreens per capita,which causes us to believe that the deployment of our customer
184、 initiatives will besuccessful in these markets.Additionally,our European markets are more densely populated and operatewith fewer screens per one million people,making the screens more valuable.U.S.films generate the majority of the box office in Europe,but movie-goers in specificgeographies also w
185、elcome locally produced films with local actors and familiar story lines which canmitigate film genre attendance fluctuations.The following table provides information about the exhibition industry attendance for theInternational markets where we operate obtained from territory industry trade sources
186、;seeManagements Discussion and Analysis of Financial Condition and Results of Operations under Part II,Item 7 of this Form 10-K for information regarding our operating data:Calendar Year(In millions)20242023202220212020United Kingdom 126.5 124.4 117.5 74.6 44.0Germany 89.0 96.3 78.6 42.5 37.3Spain 7
187、1.0 75.9 59.8 41.5 28.7Italy 74.5 75.0 47.9 26.6 30.2Sweden 10.4 11.8 10.4 6.1 5.4Ireland 11.8 11.6 10.7 6.1 3.9Portugal 11.4 11.2 9.2 5.3 3.6Norway 8.1 9.3 8.8 5.6 4.8Finland 6.8 7.2 5.8 3.4 3.9Total 409.5 422.7 348.7 211.7 161.8Competition.Our theatres are subject to varying degrees of competition
188、 in the geographicareas in which they operate.Competition is often intense with respect to attracting patrons,licensingmotion pictures and finding new theatre sites.Where real estate is readily available,it is easier to open atheatre near one of our theatres,which may adversely affect operations at
189、our theatre.However,incertain of our densely populated major metropolitan markets,we believe a scarcity of attractive retailreal estate opportunities enhances the strategic value of our existing theatres.We also believe thecomplexity inherent in operating in these major metropolitan markets is a det
190、errent to other lesssophisticated competitors,protecting our market share position.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm25/254142025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2
191、024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm26/254Table of ContentsThe theatrical exhibition industry faces competition from other forms of out-of-homeentertainment,such as concerts,amusement parks and sporting events,and from other distributionchannels f
192、or 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 ofentertainment.We believe movie-going is a compelling consumer out-of-home entertainment experience.Movie theatres currently
193、garner a relatively small share of overall consumer entertainment time andspend,and our industry benefits from available capacity to satisfy additional consumer demand.SeasonalityOur revenues are dependent upon the timing of motion picture releases by distributors.Themost marketable motion pictures
194、are usually released during the summer and the year-end holidayseasons.Therefore,our business is seasonal,with higher attendance and revenues generally occurringduring the summer months and holiday seasons.Regulatory EnvironmentOur theatres in the U.S.must comply with Title III of the Americans with
195、 Disabilities Act(“ADA”).Compliance with the ADA requires that public accommodations,including websites andmobile apps for such accommodations,be accessible to individuals with disabilities and that newconstruction or alterations are made to conform to accessibility guidelines.Non-compliance with th
196、eADA could result in the imposition of injunctive relief,fines,and awards of damages to private litigantsand additional capital expenditures to remedy such noncompliance.As an employer covered by theADA,we must make reasonable accommodations to the limitations of employees and qualifiedapplicants wi
197、th disabilities,provided that such reasonable accommodations do not pose an unduehardship on the operation of our business.In addition,many of our employees are covered by variousgovernment employment regulations,including minimum wage,overtime and working conditionsregulations.In Europe,all territo
198、ries have similar national regulations relating to disabilities.Our operations also are subject to federal,state and local laws regulating such matters asconstruction,renovation and operation of theatres,as well as wages and working conditions,citizenship,health and sanitation requirements,consumer
199、and employee privacy rights,and licensing,includingalcoholic beverage sales.We believe our theatres are in material compliance with such requirements.We own and operate theatres and other properties in the United States,United Kingdom,Spain,Italy,Germany,Portugal,Ireland,Sweden,Finland,Norway,and De
200、nmark,which are subject to variousfederal,state and local laws and regulations.Certain of these laws and regulations,including thoserelating to environmental protection,may impose joint and several liability on certain statutory classesof persons for the costs of investigation or remediation of cont
201、amination,regardless of fault or thelegality of original disposal.We believe our theatres are in material compliance with such requirements.Additionally,there are multiple sustainability and ESG(Environmental,Social,andGovernance)disclosure regulations taking effect in the next several years in the
202、United States andEurope,including the California Climate Accountability Package,the Corporate SustainabilityReporting Directive,and numerous city,county,and state regulations covering commercial buildingenergy usage and emissions.Human Capital ResourcesOur People.AMC promotes a healthy culture where
203、 people are encouraged to achieve theirpersonal best and work together with integrity and openness to change.AMC associates are core to ourcommitment to deliver the best theatrical experience in the world.They uphold AMCs mission offocusing on the guest experience where excellent customer service is
204、 complemented with amazing foodand beverage,comfort,and premium sight and sound.As of December 31,2024,we employed a total of 33,382 associates consisting of 2,915 full-time and 30,467 part-time associates,down from a total of 33,812 associates consisting of 2,881 full-time and 30,931 part-time asso
205、ciates as of December 31,2023.Among our 33,382 associates,weemployed 23,764 in the United States and 9,618 in our International markets.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm27/254152025/5/
206、19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm28/254Table of ContentsTalent Acquisition,Development and Retention.Critical to our operation is the hiring,development,and retention of qualified associates
207、who support our guest-focused mission.Acquiringthe right talent at speed and scale is a core capability that we regularly monitor and manage,given theneed to rapidly staff our frontline operations at certain times of the year.Once hired,we train forsuccess,creating experiences and programs that prom
208、ote performance,growth,and long-term careeropportunities.Programs like our Leadership Academy(AMC)and Incredible Leadership(Odeon)aredesigned to upskill and enhance managerial capability,facilitate quality execution of our businessinitiatives,drive guest satisfaction,and increase return on investmen
209、t.Furthermore,our trainingsinclude compulsory modules that meet regulatory requirements,policy enforcement and best practicesto 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 associat
210、e experience support theneeds of our associates through engagement opportunities,including recognition programs and events.Belonging for All.Belonging for All is a core cultural value and key driver to our success.AMCs commitment to fostering Belonging for All enables us to maintain a global workfor
211、ce as diverseas the guests we serve and the movies we show on our screens.Through a multi-channel approach,wepromote cultural humility and provide continuous learning opportunities that directly contribute tobusiness performance.AMC is guided by six advisory councils,which help shape a workplace whe
212、re allemployees are encouraged to bring their authentic selves to work and contribute to our success.Byappointing officers as Executive Sponsors of these councils,we ensure senior leadership andaccountability.This approach has enhanced openness,reinforced the value of diversity,andstrengthened our b
213、usiness outcomes.Our culture thrives as we embrace diversity and lead with fairness,creating a more inclusive workplace for all.Additionally,our work has been recognized externally:AMC has received a perfect score for16 consecutive years on the Human Rights Campaign Foundations Corporate Equality In
214、dex as one ofthe Best Places to Work for LGBTQ Equality;10 consecutive years as one of the Best Places toWork for people with disabilities through the Disability Equality Index;named one of Forbes BestEmployers for Diversity from 2018-2022 and Best Employers for Women in 2024,recognized byNewsweek i
215、n 2023 as one of Americas Greatest Workplaces for Diversity,Americas GreatestWorkplaces for LGBTQ+,Americas Greatest Workplaces for Job Starters,and AmericasGreatest Workplaces for Parents&Families,and most recently by Time Magazines Americas BestCompanies 2024 in the Mid-Size category,Certified Gre
216、at Place to Work 2025/2025 and as a 50/50Women on Boards.Odeon has 9 advisory forums in total across Europe.The forums cover all belonging facetsincluding gender,ethnicity,disability,wellbeing and socio-economic status.Odeons Culture andDevelopment Team was named EDI Team of the Year at the Inaugura
217、l Inclusion Awards,powered byWiHTL&DiR.Compensation,Benefits,Safety and Wellness.We offer market competitive salaries andwages,generally targeting market median,to attract and retain qualified talent.Our compensationprograms are designed to drive engagement and support business objectives through pa
218、y-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 companiesto conduct statistical pay analysis using industry best practices to ensure pay programs ar
219、e administeredequitably.We also use the services of independent compensation consulting firms to advise on mattersincluding market competitiveness and program design.In addition,we prioritize and invest in our associates health and welfare.Our“LiveWell”philosophy is based on a whole person approach
220、to physical,fiscal,and emotional wellness tailored tothe diverse needs of our global workforce in each country we operate.Examples include globalEmployee Assistance Programs,Headspace Mindfulness application,Cuckoo application,and MentalHealth First Aiders training.Comprehensive health and welfare b
221、enefits for eligible associates aresupplemented with specific programs to manage or improve common health conditions,a variety ofvoluntary 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 b
222、y 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 2025/5/19 12:45AMC ENTERTAIN
223、MENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm29/25416determined by the Equal Employment Opportunities Commission(“EEOC”),Payment Card Industry(“PCI”),Securities and Exchange Commission(“SEC”),and Sarbanes-Oxley Act(“SOX”).20
224、25/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm30/254Table of ContentsAvailable InformationWe make available free of charge on our website()under“InvestorRelations”/Financial Performance”/“SEC Filings
225、,”annual reports on Form 10-K,quarterly reports onForm 10-Q,current reports on Form 8-K,proxy materials on Schedule 14A and amendments to thosereports as soon as reasonably practicable after we electronically file or furnish such materials with theSecurities and Exchange Commission.The contents of o
226、ur 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.Information about our Executive OfficersThe following table sets forth certain inform
227、ation regarding our executive officers and keyemployees as of February 25,2025:Name Age Position(s)HeldAdam M.Aron70 Chairman of the Board,Chief Executive Officer and PresidentSean D.Goodman59 Executive Vice President,International Operations,Chief FinancialOfficer and TreasurerDaniel Ellis56 Execut
228、ive Vice President,Chief Operations and Development OfficerNikkole Denson-Randolph53 Senior Vice President,U.S.Chief Content OfficerEllen Copaken48 Senior Vice President,MarketingKevin M.Connor*62 Senior Vice President,General Counsel and SecretaryChris A.Cox59 Senior Vice President,Chief Accounting
229、 OfficerCarla C.Chavarria59 Senior Vice President,Chief Human Resources Officer*Kevin M.Connor will be leaving the Company as of March 13,2025.All our current executive officers hold their offices at the pleasure of our board of directors,subject to rights under their respective employment agreement
230、s in some cases.There are no familyrelationships between or among any executive officers.Mr.Adam Aron has served as Chief Executive Officer,President and a director of the Companysince January 2016,and as Chairman of the Board since July 2021.From February 2015 toDecember 2015,Mr.Aron was Chief Exec
231、utive Officer of Starwood Hotels and Resorts Worldwide,Inc.and served on its board of directors from 2006 to 2015.Since 2006,Mr.Aron also has served asChairman and Chief Executive Officer of World Leisure Partners,Inc.,which he founded and whichserves as a personal consultancy for matters related to
232、 travel and tourism,high-end real estatedevelopment,and professional sports.Mr.Aron served as Chief Executive Officer and Co-Owner of thePhiladelphia 76ers from 2011 to 2013,and remained an investor in the team through early 2023.From2006 to 2015,Mr.Aron served as Senior Operating Partner of Apollo
233、Management L.P.,a leadingprivate equity investor.During the past ten years,Mr.Aron has previously served on the board ofdirectors of Norwegian Cruise Line Holdings,Ltd.,Centricus Acquisitions Corp,Prestige CruiseHoldings Inc.,and HBSE(which is a private company that owns the NHLs New Jersey Devils a
234、nd theNBAs Philadelphia 76ers).Mr.Aron received a Masters of Business Administration degree withdistinction from The Harvard Business School and a Bachelor of Arts degree cum laude from HarvardCollege.Mr.Aron brings to the Board significant business and executive leadership experience,including valu
235、able insight into consumer services.In a variety of industries,he has more than 30 yearsof 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.Mr.Sean D.Goodman is AMCs Executive Vice President,Chie
236、f Financial Officer andTreasurer.Mr.Goodmans areas of responsibility at AMC include international operations,informationtechnology,and procurement.Mr.Goodman has served on the Board of Directors of Hycroft Mining,Inc.as AMCs representative since April 2022.Prior to joining AMC in December 2019,Mr.Go
237、odmanwas the Chief Financial Officer of Fortune 500 retailer Asbury Automotive Group,Inc.Earlier in hiscareer,Mr.Goodman held Chief Financial Officer roles at Unifi,Inc.and Landis+Gyr,AG.In addition,Mr.Goodman served in strategy and finance leadership roles at Fortune 20 retailer The Home Depot,Inc.
238、Mr.Goodman began his career as an investment banker with Morgan Stanley,Inc.and in variousconsulting and accounting positions with Deloitte LLP.Mr.Goodman has a Masters of Business2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/0001411579
239、25000042/amc-20241231x10k.htm31/25417Administration degree from The Harvard Business School and a Bachelor of Business Science Degree(with honors)from the University of Cape Town in South Africa.Mr.Goodman is a certified publicaccountant.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,202
240、4https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm32/254Table of ContentsMr.Daniel Ellis has served as the Executive Vice President,Chief Operations andDevelopment Officer since March 2022.From March 2020 to March 2022,he served as Senior VicePresident Developmen
241、t&International.From December 21,2016 to March 2020,he served as SeniorVice President,Domestic Development.From August 2011 until December 2016,Mr.Ellis was SeniorVice President,General Counsel and Secretary of Carmike Cinemas,Inc.From 1999 until 2011,Mr.Ellis served in several roles with Lodgian,In
242、c.,including as President,Chief Executive Officer,and amember of the Board of Directors from 2009 through 2010 and Senior Vice-President,General Counseland Secretary from 2002 through 2009.Prior to joining Lodgian,Mr.Ellis was engaged in private lawpractice and also served as an Assistant District A
243、ttorney for the State of Georgia.Mr.Ellis holds aBachelor of Business Administration from Georgia Southern University,a Masters of BusinessAdministration from Mercer University,and a Juris Doctorate degree from the University ofMississippi.Ms.Nikkole Denson-Randolph has served as AMCs Senior Vice Pr
244、esident,U.S.Chief ContentOfficer since February 2025,overseeing AMCs U.S.film programming,content acquisition,and moviestrategy initiatives,along with AMCs studio and creative community relationships.Prior to her currentposition,Ms.Denson-Randolph served as AMCs Senior Vice President of Content Stra
245、tegy&InclusiveProgramming from 2020 to 2025,Vice President of Content Strategy&Inclusive Programming from2018 to 2020,and Vice President,Alternative&Special Content from 2009 until 2018.Before joiningAMC,Ms.Denson-Randolph served as the Director of Business Development for Starbucks CoffeeCompanys e
246、ntertainment group from 2004 to 2009.Ms.Denson-Randolph also previously served asPresident of Magic Johnson Entertainment and Vice President of Magic Johnson Enterprises.Sheearned her Bachelor of Arts from the University of California at Davis.In 1995,she obtained a Doctorof Jurisprudence from The U
247、niversity of San Francisco and has been a member of the California StateBar since 1996.Ms.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 andled all aspects of AMCs Perfectl
248、y Popcorn home popcorn product launch.Prior to joining AMC,Ms.Copaken served as Partner at global innovation consulting firm,Sterling Rice Group,where she ledclient relationships and growth strategy engagements in foodservice,retail,consumer package goodsand hospitality industries.Previously,she wor
249、ked in marketing leadership roles for Frito-Lay,PepsiCoand Hostess Brands in general management,innovation and brand management.During her time in theconsumer-packaged goods industry,she launched dozens of new food and beverage products in grocery,retail and restaurant/foodservice.Ms.Copaken has a B
250、achelor of Arts from University of Pennsylvaniaand a Masters of Business Administration from The Wharton School.Mr.Kevin M.Connor has served as Senior Vice President,General Counsel and Secretary ofAMC since April 2003.It has been announced that he will leave the Company on March 13,2025.Priorto Apr
251、il 2003,Mr.Connor served as Senior Vice President,Legal beginning November 2002.Priorthereto,Mr.Connor was in private practice in Kansas City,Missouri as a partner with the firm SeigfreidBingham,P.C.from October 1995.Mr.Connor holds a Bachelor of Arts degree in English and Historyfrom Vanderbilt Uni
252、versity,a Juris Doctorate degree from the University of Kansas School of Law andLLM in Taxation from the University of Missouri-Kansas City.Mr.Chris A.Cox has served as Senior Vice President,Chief Accounting Officer of AMC sinceJune 2010.Prior thereto Mr.Cox served as Vice President and Chief Accoun
253、ting Officer sinceMay 2002.Prior to May 2002,Mr.Cox had served as Vice President and Controller sinceNovember 2000.Previously,Mr.Cox had served as Director of Corporate Accounting for the DialCorporation from December 1999 until November 2000.Prior to Dial Corporation,Mr.Cox heldvarious positions at
254、 PwC LLP.Mr.Cox holds a Bachelor of Business Administration in Accounting andFinance degree from the University of Iowa.Ms.Carla C.Chavarria has served as Senior Vice President,Chief Human Resources Officerof AMC since January 2019 and Senior Vice President,Human Resources of AMC since January 2014.
255、Ms.Chavarria served as Vice President,Human Resources Services from September 2006 toJanuary 2014.Prior thereto,Ms.Chavarria served as Vice President,Recruitment and Developmentfrom April 2005 to September 2006.Ms.Chavarrias prior experience includes human resourcesmanager and director of employment
256、 practices.Ms.Chavarria holds a B.S.from The Pennsylvania StateUniversity.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm33/25418Item 1A.Risk Factors.The following is a summary list of risk factors:
257、2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm34/254Table of ContentsFinancial Risksabsent more normalized levels of attendance and revenues,our ability to obtain additionalliquidity,which if not r
258、ealized or is insufficient,likely would result in us seeking an in-court or out-of-court restructuring of our liabilities,and in the event of such futureliquidation or bankruptcy proceeding,holders of our Common Stock and other securitieswould likely suffer a total loss of their investment;our subst
259、antial level of indebtedness and our current liquidity constraints could adversely affectour financial condition and our ability to service our indebtedness,to pre-pay debt,and torefinance debt and to do so with comparable interest rates or other favorable terms,and ourability to take advantage of c
260、ertain business opportunities,which could negatively impact theability of investors to recover their investment in our Common Stock;risks relating to impairment losses,including with respect to goodwill and otherintangibles,and theatre and other closure charges;limitations on the availability of cap
261、ital or poor financial results may prevent us fromdeploying strategic initiatives;andwe are currently not paying dividends and in the future may not generate sufficient cashflows or have sufficient restricted payment capacity under the indentures governing ourdebt securities to pay dividends on our
262、Common Stock.Operational Risksrisks relating to motion picture production and theatrical performance,including increasesin alternative film delivery methods,including streaming services or other forms ofentertainment;intense competition in the geographic areas in which we operate among exhibitors or
263、 fromother forms of entertainment;our lack of control over distributors of films;shrinking exclusive theatrical release windows or release of movies to theatricalexhibition and streaming platforms on the same date,and the production and theatricalrelease of fewer movies as a consequence of labor sto
264、ppages,increased cost ofproduction,decreased consumer demand,or changes in strategic focus of studios;failures,unavailability or security breaches of our information systems;dependence on key personnel for current and future performance and our ability to attractand retain senior executives and othe
265、r key personnel,including in connection with anyfuture acquisitions;supply chain disruptions,labor shortages,and inflation may negatively impact ouroperating results;our ability to achieve expected synergies,benefits and performance from our strategictheatre acquisitions and strategic initiatives;th
266、e availability and/or cost of energy in Europe may negatively impact our operatingresults;optimizing our theatre circuit through new construction and the transformation of ourexisting theatres may be subject to delay and unanticipated costs;the risk of severe weather events or other events caused by
267、 climate change disrupting orlimiting operations;andincorporating AI technologies into some of our operations,which may present operationaland reputational risks.Regulatory Risksgeneral and international economic,political,regulatory,social and financial marketconditions,including potential economic
268、 recession,inflation,and other risks that maynegatively impact the discretionary income of moviegoers and our operating revenues andattendance levels;increased costs in order to comply or resulting from a failure to comply withgovernmental regulation,including the GDPR and all other current and pend
269、ing privacy2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm35/25419and data regulations in the jurisdictions where we have operations;changes in tax rates,adoption of new tax legislation,and disagree
270、ments with taxauthorities;2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm36/254Table of Contentslegal regimes governing our international business operations could require insolvencyproceedings;revi
271、ew by antitrust authorities in connection with acquisition opportunities;andthe potential for political,social,or economic unrest,trade disputes,terrorism,hostilities,cyber-attacks or war,including the conflict between Russia and Ukraine and otherinternational conflicts.Risks Related to our Sharesth
272、ere has been significant recent dilution and there may continue to be additional futuredilution of our Common Stock,which could adversely affect the market price of shares ofour Common Stock;the market prices and trading volumes of our shares of Common Stock have experienced,and may continue to expe
273、rience,extreme volatility,which could cause purchasers of ourCommon Stock to incur substantial losses;the market price of our Common Stock and our business may be materially adverselyaffected by the Noteholder Action and related claims;the risk of a“short squeeze”due to a sudden increase in demand f
274、or shares of ourCommon Stock that largely exceeds supply and/or focused investor trading in anticipationof a potential short squeeze has led to,may be currently leading to,and could again leadto,extreme price volatility in shares of our Common Stock;there is no guarantee that our retail stockholders
275、 will continue to support AMC in thefuture,and negative sentiment among AMCs retail stockholder base in the future couldhave a material adverse impact on the market price of the Common Stock and investorsinvestment therein;information available in public media that is published by third parties,incl
276、uding blogs,articles,online forums,message boards and social and other media may includestatements not attributable to the Company and may not be reliable or accurate;future offerings of debt,which would be senior to our Common Stock upon liquidation,and/or other preferred equity securities,which ma
277、y be senior to our Common Stock forpurposes of distributions or upon liquidation,could adversely affect the market price ofour Common Stock;anti-takeover protections in our certificate of incorporation and our bylaws maydiscourage or prevent a takeover of our Company,even if an acquisition would beb
278、eneficial to our stockholders;an issuance of preferred stock,including the Series A Convertible Participating PreferredStock,could dilute the voting power of the common stockholders and adversely affect themarket value of our Common Stock;andincreases in market interest rates may cause potential inv
279、estors to seek higher returns andtherefore reduce demand for our Common Stock,which could result in a decline in themarket price of our Common Stock.Financial RisksIn the absence of significant increases in revenues and attendance from current levels,or obtainingsignificant additional sources of liq
280、uidity,an investment in our Common Stock is highly speculative;holders of our Common Stock could suffer a total loss of their investment.To remain viable beyond the next twelve months,the Company is expected to requireadditional sources of liquidity and/or significant increases in revenues and atten
281、dance levels,seeLiquidity and Capital ResourcesFor the Year Ended December 31,2024 Compared to the Year EndedDecember 31,2023 included in Part II,Item 7 of this Form 10-K for further information regardingrevenue and attendance assumptions.The required amounts of additional liquidity may be material.
282、Although the Company believes that cash flow from operations will be sufficient to meet itsmaterial cash requirements over the next twelve months,it is actively continuing to exploreadditional sources of liquidity.The Company is unable to determine at this time whether anyadditional sources of liqui
283、dity will be available to it or if available,individually or taken together,will be sufficient to address its potential liquidity needs.There is significant uncertainty as to2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/0001411579250000
284、42/amc-20241231x10k.htm37/25420whether these potential sources of liquidity will be realized or that they will be sufficient togenerate the material amounts of additional liquidity that may be required until the Company isable to achieve improved levels of attendance and revenues.Any individual sour
285、ce of liquidity thatthe Company is pursuing may not be sufficient to address all the Companys future liquidityrequirements,and even if all of the potential sources of liquidity that the Company is pursuing areavailable,they may not be sufficient to address the Companys liquidity requirements.Further
286、,anyrelief provided by lenders,governmental agencies,and business2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm38/254Table of Contentspartners may not be adequate and may include onerous terms,sche
287、duled film releases may fail to driveincreased revenues and attendance,scheduled releases may be postponed or moved to the home videomarket,or the attendance levels of,and revenues generated by,our theatres may improve at a level thatwill not support our substantial amount of indebtedness,rent liabi
288、lities or other obligations.Due tothese factors,if the Company is unable to obtain the necessary additional sources of liquidity,aninvestment in our Common Stock is highly speculative.Significant impacts on our business caused by changes in the film exhibition industryduring the course of and after
289、the COVID-19 pandemic include,and are likely to continue toinclude,among others:(1)decreased attendance at our theatres,including due to changes inconsumer behavior in favor of viewing feature-length movies at home on directly to videostreaming or PVOD platforms or spending on alternative forms of e
290、ntertainment,(2)our inabilityto generate significant cash flow from operations if our theatres continue to operate at significantlylower than historical levels,which could lead to a need to raise additional capital to bolster ourliquidity and(3)our inability to service our existing and future indebt
291、edness or other liabilities.Work stoppages by the Writers Guild of America and Screen Actors GuildAmericanFederation of Television and Radio Artists during 2023 also had an impact upon the productionpipeline for theatrical releases by most studios.The new collective bargaining agreements withthese l
292、abor unions may lead to increased costs to create content,which could cause studios todemand greater fees for the exhibition of their motion pictures,or further reduce the amount offuture theatrical releases.In the event the Companys revenues do not increase to at least pre-COVID-19 levels,wewould s
293、eek to negotiate with creditors changes to our balance sheet liabilities and continue to takesteps to reach agreements with our landlords to reduce or abate our rent obligations.Ultimately,ifrevenues do not improve and we are unsuccessful in restructuring our liabilities,we would face therisk of a f
294、uture liquidation or bankruptcy proceeding,in which case holders of the CompanysCommon Stock would likely suffer a total loss of their investment.Our substantial level of indebtedness and liquidity constraints could adversely affect our financialcondition and our ability to service our indebtedness,
295、which could negatively impact an investors ability torecover their investments in the Common Stock.We have a substantial amount of indebtedness,which requires significant interestpayments.As of December 31,2024,the carrying value of our corporate borrowings and finance leaseobligations were$4,075.1
296、million($4,134.5 million aggregate principal amount)and$49.3 million,respectively.As of December 31,2024,we also had approximately$4.2 billion of discounted rentalpayments under operating leases(with a weighted average remaining lease term of 8.1 years).Our substantial level of indebtedness and the
297、current constraints on our liquidity couldhave important consequences,including the following:we must use a substantial portion of our cash flow from operations to pay interest andprincipal on our indebtedness,which reduces or will reduce funds available to us forother purposes such as working capit
298、al,capital expenditures,other general corporatepurposes and potential acquisitions;our ability to refinance such indebtedness or to obtain additional financing forworking capital,capital expenditures,acquisitions or general corporate purposes maybe impaired;we are exposed to fluctuations in interest
299、 rates because our term loans have variablerates of interest;our leverage may be greater than that of some of our competitors,which may put us ata competitive disadvantage and reduce our flexibility in responding to current andchanging industry and financial market conditions;there are significant c
300、onstraints on our ability to incur additional debt;andwe may be more vulnerable to economic downturn and adverse developments in ourbusiness.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm39/25421 W
301、e and our subsidiaries may be able to incur additional indebtedness in the future,subjectto the restrictions and compliance obligations contained in the agreements governing ourindebtedness.To the extent new indebtedness is added to our debt levels,including as a result ofsatisfying interest payment
302、 obligations on certain of our indebtedness with payments-in-kind,therelated risks that we now face could intensify.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm40/254Table of Contents22Our abilit
303、y to meet our expenses,to remain in compliance with our covenants under ourdebt instruments and to make future principal and interest payments in respect of our debt dependson,among other factors,our operating performance,competitive developments and financialmarket conditions,all of which are signi
304、ficantly affected by financial,business,economic andother factors outside of our control.A failure to comply with our covenants or to make requiredpayments under one debt instrument could trigger cross-default provisions under other debtagreements,potentially accelerating the repayment of a signific
305、ant portion of our outstanding debt.Given current industry and economic conditions,our cash flow may not be sufficient to allow us topay principal and interest on our debt and meet our other obligations.To the extent our relationship with lenders is negatively affected by disputes that may arisefrom
306、 time to time,it may be more difficult to seek covenant relief,if needed,or to raise additionalfunds in the future.We may incur future impairment charges to goodwill,other intangibles,or long-lived assets andfuture theatre and other closure charges.We have a significant amount of goodwill on our bal
307、ance sheet as a result of acquisitions.As ofDecember 31,2024,goodwill recorded on our consolidated balance sheet totaled$2,301.1 million.Ifthe market price of our Common Stock declines,if the fair value of our debt declines,or if other eventsor circumstances change that would more likely than not re
308、duce the fair value of our reporting unitsbelow their respective carrying value,all or a portion of our goodwill may be impaired in future periods.We review long-lived assets,goodwill,indefinite-lived intangible assets and other intangibleassets and theatre assets whenever events or changes in circu
309、mstances indicate that the carrying amountof the assets may not be fully recoverable.The review for goodwill compares the fair value for each ofour reporting units to their associated carrying value.Factors that could lead to impairment of goodwilland intangible assets include adverse industry or ec
310、onomic trends,reduced estimates of future cashflows,and declines in the market price of our Common Stock or declines in the fair value of our debt.Our valuation methodology for assessing impairment requires management to make judgments andassumptions based on historical experience and projections of
311、 future operating performance,includingestimating the fair value of our corporate borrowings and finance lease liabilities.We may be requiredto record future charges to earnings during the period in which an impairment of goodwill or intangibleassets is determined to exist.During the years ended Dec
312、ember 31,2024,December 31,2023,andDecember 31,2022,we recorded impairment of long-lived asset charges of$72.3 million,$106.9million,and$133.1 million,respectively.The assets impaired during year 2024 included 39 theatres inthe U.S.markets with 469 screens and 23 theatres in the International markets
313、 with 188 screens.We didnot record any goodwill non-cash impairment charges during the years ended December 31,2024,December 31,2023,and December 31,2022 as we determined it was not more likely than not that thefair value of our reporting units was below their respective carrying values.Limitations
314、on the availability of capital and reductions to capital expenditures may delay or preventdeployment of strategic initiatives.Implementation of our key strategic initiatives,including premium sight and sound,otherupgrades to auditoriums,and food and beverage enhancements require significant capital
315、expenditures.Our gross capital expenditures were approximately$245.5 million,$225.6 million,and$202.0 millionfor the years ended December 31,2024,December 31,2023 and December 31,2022,respectively.Weestimate that our cash outflows for capital expenditures,net of landlord contributions,will beapproxi
316、mately$175 million to$225 million for the year ending December 31,2025 to maintain andenhance operations.A lack of available capital resources due to business performance or other financialcommitments could prevent or delay the deployment of innovations in our theatres.We may reducecapital expenditu
317、res significantly or seek additional financing or issue additional securities,which mayaffect the timing and scope of growth strategy.We cannot be certain that we will be able to obtain newfinancing on favorable terms,or at all.In addition,covenants under our existing indebtedness limit ourability t
318、o incur additional indebtedness,and the performance of any additional or improved theatres maynot be sufficient to service the related indebtedness that we are permitted to incur.2025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/00014115792
319、5000042/amc-20241231x10k.htm41/2542025/5/19 12:45AMC ENTERTAINMENT HOLDINGS,INC._December 31,2024https:/www.sec.gov/Archives/edgar/data/1411579/000141157925000042/amc-20241231x10k.htm42/254Table of ContentsWe are currently not paying dividends and in the future may not generate sufficient cash flows
320、 orhave sufficient restricted payment capacity under our New Term Loan Credit Agreement or theindentures governing our debt securities to pay dividends on our Common Stock.We are currently not paying a cash dividend.We are only able to pay dividends from ouravailable cash on hand and funds received
321、from our subsidiaries.Our subsidiaries ability to makedistributions to us will depend on their ability to generate substantial operating cash flow.Our ability topay dividends to our stockholders in the future is subject to the terms of our New Term Loan CreditAgreement and the indentures governing o
322、ur indebtedness.Our operating cash flow and ability tocomply with restricted payment covenants in our debt instruments will depend on our futureperformance,which will be subject to prevailing economic conditions and to financial,business andother factors beyond our control.In addition,dividend payme
323、nts are not mandatory or guaranteed,andour board of directors may determine not to resume the payment of dividends.We may not paydividends as a result of the following additional factors,among others:we are not legally or contractually required to pay dividends;even if we determine to resume paying
324、cash dividends,the actual amount of dividendsdistributed and the decision to make any distribution is entirely at the discretion of ourboard of directors and future dividends,if any,will depend on,among other things,ourresults of operations,cash requirements,financial condition,business opportunitie
325、s,provisions of applicable law and other factors that our board of directors may deemrelevant;the inability to deduct all or significant portions of our interest expense for tax purposes,will ultimately increase the need to generate revenues to support our capital structure;the amount of dividends d
326、istributed is and will be subject to contractual restrictions underthe restrictive payment covenants contained in the New Term Loan Credit Agreement,theindentures governing our debt securities and the terms of any other outstanding or futureindebtedness incurred by us or any of our subsidiaries;andt
327、he amount of dividends distributed is subject to state law restrictions.Operational RisksOur business depends on motion picture production and performance and is subject to intensecompetition,including increases in alternative film delivery methods or other forms of entertainment.Our ability to oper
328、ate successfully depends upon the availability,diversity and appeal ofmotion pictures,our ability to license motion pictures and the performance of such motion pictures inour markets.The most attended films are usually released during the summer and the calendar year-endholidays,making our business
329、seasonal.We primarily license first-run motion pictures,the success ofwhich has increasingly depended on the marketing efforts of the major motion picture studios and theduration of the exclusive theatrical release windows.Poor performance of,or any disruption in theproduction of these motion pictur
330、es(including by reason of a strike or lack of adequate financing),areduction in,or suspension of,the marketing efforts of the major motion picture studios,the choice bydistributors to release fewer feature-length movies theatrically,or the choice to release feature-lengthmovies directly to video str
331、eaming or PVOD platforms,either in lieu of or on the same date as atheatrical release,could hurt our business and results of operations.Conversely,the successfulperformance of these motion pictures,particularly the sustained success of any one motion picture,oran increase in effective marketing effo
332、rts of the major motion picture studios and extension of theexclusive theatrical release windows,may generate positive results for our business and operations in aspecific fiscal quarter or year that may not necessarily be indicative of,or comparable to,future resultsof operations.As movie studios r
333、ely on a smaller number of higher grossing“tent pole”films there maybe increased pressure for higher film licensing fees.Our loyalty program and certain promotionalpricing also may affect performance and increase the cost to license motion pictures relative to revenuefor admission.In addition,a change in the type and breadth of movies offered by motion picture studiosand the theatrical exclusive r
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