AMC Entertainment Holdings, Inc

AMC Entertainment Holdings, Inc. 2020 Annual Report to Stockholders On the following pages you will find our Form 10-K for the fiscal year ended December 31, 2020, but excluding Item 15(b) Exhibits, which have been filed with the Securities and Exchange Commission on March 12, 2021. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year ended December 31, 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission file number 001-33892 AMC ENTERTAINMENT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-0303916 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One AMC Way 11500 Ash Street, Leawood, KS 66211 (Address of principal executive offices) (Zip Code) (913) 213-2000 Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A common stock AMC New York Stock Exchange Securities 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 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☒ ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☒ ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): 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 has elected not to use the extended transition period for complying 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 management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 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 registrant on June 30, 2020, computed by reference to the price at which the registrant’s Class A common stock was last sold on the New York Stock Exchange on such date was $225,437,754 (52,549,593 shares at a closing price per share of $4.29). Shares of Class A common stock outstanding—450,156,186 shares at March 11, 2021 Shares of Class B common stock outstanding— 0 shares at March 11, 2021 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement, in connection with its 2020 annual meeting of stockholders, to be filed within 120 days of December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K. (This page has been left blank intentionally.) AMC ENTERTAINMENT HOLDINGS, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020 INDEX Page PART I Item 1. Business ........................................................................... 5 Item 1A. Risk Factors ........................................................................ 22 Item 1B. Unresolved Staff Comments ........................................................... 38 Item 2. Properties .......................................................................... 38 Item 3. Legal Proceedings ................................................................... 38 Item 4. Mine Safety Disclosures .............................................................. 39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .................................................................... 40 Item 6. Selected Financial Data ................................................................ 43 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 46 Item 7A. Quantitative and Qualitative Disclosures about Market Risk .................................. 75 Item 8. Financial Statements and Supplementary Data ............................................. 77 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . 150 Item 9A. Controls and Procedures ............................................................... 150 Item 9B. Other Information .................................................................... 150 PART III Item 10. Directors, Executive Officers and Corporate Governance .................................... 151 Item 11. Executive Compensation ............................................................... 151 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................ 151 Item 13. Certain Relationships and Related Transactions, and Director Independence .................... 151 Item 14. Principal Accountant Fees and Services .................................................. 151 PART IV Item 15. Exhibits, Financial Statement Schedules .................................................. 152 Item 16. Form 10-K Summary .................................................................. 162 1 Forward-Looking Statements In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding the impact of COVID-19, future attendance levels and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: • If attendance levels increase consistent with our assumptions described below, we currently estimate that our existing cash and cash equivalents, net proceeds from the completed issuances of debt and common stock in January 2021 and borrowings under the Odeon Term Loan Facility will be sufficient to comply with minimum liquidity requirements under our debt covenants, fund operations, and satisfy obligations including cash outflows for increased rent and planned capital expenditures currently and through at least March 31, 2022. This requires that we achieve significant increases in attendance levels beginning in the third quarter of 2021 and ultimately reaching approximately 90% of pre COVID-19 attendance levels by the fourth quarter of 2021 and through first quarter of 2022 as the vaccine rollout continues and more Hollywood product is released in our theatres. If we are unable to achieve more normalized levels of attendance and operating revenues as described above, we may be required to obtain additional liquidity. If such additional liquidity were not realized or insufficient we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our common stock and other securities would likely suffer a total loss of their investment; • the impact of the COVID-19 virus on us, the motion

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