8-K: Current report filing

Exhibit 99.2

11500 Ash Street

Leawood, Kansas 66211

November 8, 2018

CFO Commentary on

Third Quarter 2018 Financial Results

Financial Information

Reconciliations and definitions of non-GAAP financial measures (Adjusted EBITDA, Adjusted EBITDA Margin and constant currency amounts) are provided in the financial schedules included below and in our financial tables that accompany our third quarter 2018 earnings press release issued November 8, 2018 and available at http://investor.amctheatres.com. 

Additional information detailing select unaudited pro forma financial data for the three and nine months ended September 30, 2017 and September 30, 2018 is included below in this CFO commentary which has been published in the investor relations section of AMC’s website located at http://investor.amctheatres.com and furnished with the SEC on Form 8-K dated August 1, 2018. The Company believes the pro forma information provides a more comparable view of its results relative to prior periods. The select unaudited pro forma data for the nine-month period ended September 30, 2017 combines the historical financial data of AMC and Nordic, giving effect to the acquisition, financings and theatre divestitures related to our acquisition of Carmike Cinemas, Inc. (“Carmike”) as if they had been completed on January 1, 2017.  The pro forma data for the nine-month period ended September 30, 2017 also removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited proforma data for the three-month period ended September 30, 2017 removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The historical consolidated financial information for Nordic has been adjusted to comply with U.S. GAAP. The classification of certain items presented by Nordic under IFRS has been modified in order to align with the presentation used by AMC under U.S. GAAP. In addition to the U.S. GAAP adjustments and the reclassifications, amounts have also been translated to U.S. Dollars. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisitions occurred on the date indicated. Please refer to the August 1, 2017 Form 8-K and 8-K/A on December 4, 2017 for additional information on pro forma financial statement adjustments. 

Additional constant currency information adjusting unaudited historical financial data for the three and nine months ended September 30, 2018 using average monthly currency rates from the three and nine months ended September 30, 2017 is also presented for comparative purposes.

Conference Call

The Company will host a conference call on Thursday, November 8, 2018, at 4:00 p.m. CST/5:00 p.m. EST to review results for the third quarter ended September 30, 2018.

To listen to the call, please dial (877) 407-3982 in the U.S. or (201) 493-6780 outside the U.S. You may also listen to the conference call via the internet by visiting the investor relations section of the AMC website at www.investor.amctheatres.com for a link to the webcast. Investors and interested parties should go to the website at least 15 minutes prior to the call to register and/or download and install any necessary audio software.

Third quarter ended September 30, 2018

U.S. Industry Box Office: The third quarter of 2018 continued the trend in 2018 of exceeding expectations, generating $2.7 billion and growing 5.5% compared to the same quarter a year ago.  The quarter started out strong as two holdover films from the second quarter, INCREDIBLES 2 and JURASSIC WORLD: FALLEN KINGDOM, finished in the top five grossing movies for the third quarter. Leading the charge for the third quarter were MISSION IMPOSSIBLE – FALLOUT followed by ANT-MAN AND THE WASP and rounding out the top five was surprise hit CRAZY RICH ASIANS.

There was impressive box office depth this quarter, as all top ten films grossed over $100 million, compared to seven films in the prior year period, and films outside the top ten were up nearly 23%.  Offsetting this strength was a decline in premium formats, including IMAX grosses down nearly 23% and 3D grosses off nearly 27%.  The quarter did finish on a strong note as September was the second highest grossing September ever behind only September last year.

Consolidated Results

Compared to the third quarter of 2017, consolidated admissions revenues for the quarter declined 0.3% to $751.4 million while food and beverage revenues grew 6.5% to $384.8 million and other theatre revenues grew 33.5% to $85.2 million. Consolidated total revenues grew 3.6% in the third quarter to $1,221.4 million.

Consolidated net loss for the third quarter increased $57.7 million to $100.4 million compared to a net loss of $42.7 million in the same quarter a year ago. Included in the loss for the third quarter ended September 30, 2018 was $54.1 million of expense as a result of an increase in fair value of our derivative liability related to the conversion feature for the SilverLake convertible notes due 2024, an increase in general and administrative costs of $22.4 million related to merger costs and bonus and stock-based compensation expense due to improved operating performance, a $28.9 million gain on the sale of AMC’s remaining investment in National CineMedia, LLC. (“NCM”), and a gain on the Screenvision merger of $30.1 million.  Included in the net loss for the third quarter of 2017 is a $17.0 million gain on the sale of Open Road.  Our provision for income taxes increased $28.7 million due primarily to the valuation allowance recorded in the fourth quarter of 2017. Consolidated net earnings margin for the third quarter was (8.2%) compared to (3.6%) in the third quarter of 2017. Consolidated diluted loss per share increased $0.49 to a loss of $0.82 per share compared to a loss of $0.33 per share for the same period a year ago.

Consolidated Adjusted EBITDA for the third quarter declined 3.4% to $142.4 million and Adjusted EBITDA margin decreased to 11.7% from 12.5% in the year ago period.  Included in Consolidated Adjusted EBITDA for the third quarter ended September 30, 2017 is approximately $7.3 million of benefit from general and administrative credits related to incentive compensation and non-recurring NCM cash distributions. Adjusted EBITDA was negatively impacted by approximately $6.9 million due to the launch of the AMC Stubs A-List loyalty tier and is in-line with expectations.

2018 Consolidated Historical Results vs. 2017 Consolidated Pro Forma Results

To provide greater transparency and more relevant year-over-year comparisons, we have included pro forma financial data in the tables section of this CFO commentary. The select unaudited pro forma data for the three months ended September 30, 2017 removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisitions occurred on the date indicated. Please refer to the August 1, 2017 Form 8-K and 8-K/A on December 4, 2017 for additional information on pro forma financial statement adjustments. 

Compared to the pro forma third quarter of 2017, third quarter 2018 consolidated total revenues increased 3.6% (increased 4.3% on a constant currency basis) and were comprised of a 0.3% decline (increased 0.4% on a constant currency basis) in admissions revenues, a 6.5% increase (increased 6.9% on a constant currency basis) in food and beverage revenues, and a 33.5% increase (increased 35.1% on a constant currency basis) in other theatre revenues.

Consolidated net loss for the third quarter increased $61.8 million to $100.4 million (increased $61.5 million to $100.1 million on a constant currency basis) compared to the pro forma results in the same quarter last year.

Consolidated Adjusted EBITDA for the third quarter declined 3.4% to $142.4 million (2.4% decline to $143.8 million on a constant currency basis) and Consolidated Adjusted EBITDA margin decreased 80 basis points to 11.7% compared to the same pro forma period a year ago.

2018 U.S. Segment Historical Results vs. 2017 U.S. Segment Pro Forma Results 

Compared to the pro forma U.S. segment third quarter of 2017, third quarter 2018 total U.S. revenues increased 5.9% to $895.6 million and were comprised of a 1.4% increase in admissions revenue to $539.0 million, an 8.3% increase in food and beverage revenues to $301.4 million, and a 54.6% increase in other theatre revenues to $55.2 million.  In the third quarter, AMC outperformed the industry by more than 400 basis points on an attendance per screen basis and underperformed the industry by approximately 200 basis points on an admissions revenue per screen basis.  Taking into account the impact of the AMC Stub’s A-List loyalty program, and the decline in IMAX and 3D related attendance, AMC performed in-line with the industry.

Total U.S. attendance increased 8.6% to 58.9 million while average ticket price for the quarter decreased 6.6% to $9.15 compared to the pro forma results in the same quarter a year ago. The decline in average ticket price was primarily due to discounted pricing for our AMC Stubs members, increased attendance from our A-list loyalty program, and declines in IMAX and 3D related attendance.

Food and beverage revenue per patron remained nearly unchanged, declining just $0.02 to $5.11 compared to the third quarter last year.  As expected, strong attendance growth from our AMC Stubs

members, including A-List, produced a lower food and beverage per patron rate, yet third quarter food and beverage gross profit increased nearly 9%.  Our guests continue to enjoy our diverse array of enhanced food and beverage offerings as we roll out menu innovations, including our Feature Fare menu that is now available at nearly 350 theatres.  Our U.S. food and beverage gross margin for the quarter increased 20 basis points to 85.4%, while U.S. food and beverage gross profit per patron remained unchanged.

At quarter-end we operated 28 dine-in-theatres and served alcohol at 330 locations.

U.S. other revenues saw a 54.6% increase to $55.2 million compared to the prior year’s pro forma quarter. Included in other revenues is approximately $10.3 million of revenue related to a change in revenue recognition as a result of adopting ASC 606.  

AMC’s U.S. film exhibition costs increased 7.4% to $289.0 million compared to last year’s pro forma results, representing 53.6% of admissions revenue as compared to 50.6% in the same quarter a year ago primarily due to a combination of strong box office and higher attendance from A-List. AMC continues to incur film exhibition expense on each ticket presented for admission, but the revenue associated with increased A-List attendance does not currently offset the increase in film exhibition expense.  The increase in film exhibition costs as a percentage of admissions revenue is within our expectations.

U.S. operating expenses for the quarter increased 3.9% to $283.5 million compared to last year’s pro forma results and represented 31.7% of revenues, a 60-basis point improvement compared to 32.3% in the same pro forma period a year ago. Included in U.S. operating expenses for the quarter is approximately $5.3 million of expense related to the adoption of ASC 606.  U.S. operating expenses for the 2018 third quarter and 2017 pro forma period also include $3.7 million and $3.9 million, respectively, of certain operating expenses that are excluded from our calculation of Adjusted EBITDA, and excluding these certain operating expenses from both periods, adjusted operating expenses for the third quarter increased 4.0% to $279.8 million, and represented 31.2% of revenues, a 60-basis point decrease from the prior year pro forma period. We are disclosing adjusted operating expenses because we believe they are more indicative of our ongoing performance.

U.S. rent expense for the third quarter increased 2.6% to $152.1 million, on roughly 0.4% fewer average screens.

U.S. depreciation and amortization decreased 4.8% to $94.2 million in the third quarter compared to the same pro forma period last year.  The decrease is primarily due to the prior year impairment charges and adjustments to the estimated fair value of property related to the Carmike acquisition.  We will continue to evaluate the useful lives of our theatres and expect annual depreciation and amortization expense for 2018 to be between $530 and $540 million on a consolidated basis.

U.S. net loss for the third quarter was $84.5 million compared to a net loss of $34.7 million in the same pro forma period a year ago.  Included in the loss for the third quarter ended September 30, 2018 was $54.1 million of expense as a result of an increase in fair value of our derivative liability related to the conversion feature for the SilverLake convertible notes due 2024, an increase in general and administrative costs of $16.1million related to merger costs and bonus and stock-based compensation expense due to improved operating performance, a $28.9 million gain on the sale of AMC’s remaining investment in NCM, and a gain on the Screenvision merger of $30.1 million.  Included in the net loss for the third quarter of 2017 is a $17.0 million gain on the sale of Open Road.  Our provision for income taxes increased $29.6 million due primarily to the valuation allowance recorded in the fourth quarter of 2017. 

U.S. Adjusted EBITDA for the quarter decreased 2.4% to $105.0 million compared to the pro forma third quarter last year, as U.S. adjusted EBITDA margins decreased 100 basis points to 11.7%.  Included in Adjusted EBITDA for the third quarter ended September 30, 2018 is approximately $3.9 million of impact related to salaries and wages related to bonuses and a $3.4 million decline in cash distributions from non-consolidated entities. Adjusted EBITDA was negatively impacted by approximately $6.9 million due to the launch of the AMC Stubs A-List loyalty tier, which is in-line with our expectations.  Excluding the $14.2 million impact from the items mentioned above, Adjusted EBITDA grew 11.5% and Adjusted EBITDA margins increased 96 basis points to 12.8%. 

International Industry Box Office: The third quarter international industry box office did not fare as well as the domestic box office, as we saw mixed results, with the countries served by Odeon’s theatres seeing a 3.5% decline, on a constant currency basis, while the countries served by Nordic witnessed a 17.3% increase, on a constant currency basis, compared to the same period in 2017. 

With a popular FIFA World Cup rolling into July that included play from England and Sweden and strong domestic holdover films from the second quarter not resonating as well in Europe, it was a challenging quarter for the industry.  Despite playing particularly well in the UK and Ireland, Sweden and Norway, MAMMA MIA! HERE WE GO AGAIN couldn’t match the strength of DUNKIRK and DESPICABLE ME 3 last year. We did see better family friendly product in most countries with INCREDIBLES 2 and HOTEL TRANSYLVANIA 3, and we believe MARY POPPINS RETURNS and RALPH BREAKS THE INTERNET will continue that trend in the fourth quarter.

2018 International Historical Segment Results vs. 2017 International Historical Segment Results

Compared to the third quarter of 2017, third quarter total international revenues decreased 2.2% to $325.8 million (increased 0.1% to $333.4 million on a constant currency basis), and were comprised of a 4.2% decline in admissions revenue to $212.4 million (decreased 2.0% to $217.3 million on a constant currency basis), a 0.4% increase in food and beverage revenues to $83.4 million (increased 2.4% to $85.1 million on a constant currency basis), and a 6.8% increase in other theatre revenues to $30.0 million (increased 10.3% to $31.0 million on a constant currency basis).

Total international attendance decreased 5.8% to 23.8 million and average ticket price for the quarter increased 1.6% to $8.95 (increased 4.0% to $9.16 on a constant currency basis). Odeon’s strategic pricing increases partially offset by deteriorations in foreign currency translation rates helped drive the increase in average ticket price.  Attendance was affected by a weaker movie slate this year including the impacts of the FIFA World Cup and weather, as well as the impact from screen closures from recliner renovations and increased competition.

International food and beverage revenue per patron increased 6.4% to $3.51 (increased 8.8% to $3.59 on a constant currency basis) while international food and beverage gross margin for the quarter declined 10 basis points to 76.4%.

AMC’s international film exhibition costs for the quarter declined 6.0% to $89.8 million (decreased 3.8% to $92.0 million on a constant currency basis), representing 42.3% of admissions revenue and a 80-basis point decrease compared to last year. These results are consistent with the film concentration of the top international titles and local content this year versus last year.

International operating expense for the quarter was up 6.1% to $117.0 million (increased 8.9% to $120.1 million on a constant currency basis) compared to last year and represented 35.9% of revenues as

compared to 33.1% in the same period a year ago. International operating expenses for the 2018 third quarter and 2017 period include $3.0 million ($3.0 million on a constant currency basis) and ($0.2) million, respectively, of certain operating expenses that are excluded from our calculation of Adjusted EBITDA. Excluding these costs from both periods, adjusted operating expenses for the third quarter increased 3.5% to $114.0 million (increased 6.4% to $117.1 million on a constant currency basis) and represented 35.0% of revenues, as compared to 33.1% from the prior year period. We are disclosing adjusted operating expenses because we believe they are more indicative of our ongoing performance.

International rent expense for the third quarter declined 1.7% to $51.6 million (increased 0.2% to $52.6 million on a constant currency basis).

International depreciation and amortization declined 0.8% to $36.0 million (increased 1.1% to $36.7 million on a constant currency basis) in the third quarter compared to the same period last year.

International net loss for the third quarter increased $12.0 million to $15.9 million (increased $11.7 million to $15.6 million on a constant currency basis), compared to the same period a year ago.

International Adjusted EBITDA for the third quarter decreased 6.0% to $37.4 million (decreased 2.5% to $38.8 million on a constant currency basis) compared to the third quarter last year. International Adjusted EBITDA margins decreased 50 basis points to 11.5%. As we continue to integrate the Odeon circuit, deploy initiatives and manage expenses, we are confident that Adjusted EBITDA and Adjusted EBITDA margins have the potential for improvement.

AMC Screens

During the third quarter of 2018, we opened one new theatre with a total of 6 screens and acquired one theatre with 8 screens. We permanently closed 43 screens, temporarily closed 192 screens and reopened 204 screens to implement our strategy and install consumer experience upgrades. As of September 30, 2018, we owned or operated 1,002 theatres with 10,971 screens across 16 countries.

Capital Expenditures

Total gross capital expenditures for the quarter ended September 30, 2018 were $133.8 million and after $27.8 million of landlord contributions yielded net capital expenditures of $106.0 million. Recliner renovations accounted for the majority of the capital expenditures in the third quarter.

We expect gross capital expenditures for 2018 to total approximately $600 million to $640 million, with landlords contributing approximately $140 million to $150 million, resulting in a net cash outlay of approximately $450 to $500 million.

Balance Sheet

With respect to the balance sheet, we finished the third quarter with $333.3 million in cash and cash equivalents and a total debt balance of approximately $5.4 billion, including capital and financing lease obligations. 

As of September 30, 2018, we were in compliance with all debt covenants.

Convertible Notes

On September 14, 2018, AMC issued $600 million of 2.95% Senior Unsecured Convertible Notes (“Convertible Notes”) due September 15, 2024.  The Company used the net proceeds from the sale of the Convertible Notes to repurchase and retire 24,057,143 shares of Class B common stock held by Wanda for $17.50 per share or

approximately $421.0 million, associated legal fees of $1.9 million and to pay a special dividend of $1.55 per share of Class A common stock and Class B common stock, or approximately $160.5 million on September 28, 2018 to shareholders of record on September 25, 2018.

In accounting for the Convertible Notes, the Company bifurcated the conversion feature from the principal balance of the Convertible Notes as a derivative liability.  The derivative liability on September 14, 2018 of $90.4 million is offset by a discount to the principal balance and is amortized to interest expense at an effective rate of 5.98% over the term of the Convertible Notes. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. For the three months ended September 30, 2018, this resulted in a charge of $54.1 million. The if-converted value of the Convertible Notes due 2024 exceeded the principal balance by approximately $49.1 million as of September 30, 2018 based on the closing price per share of the Company’s common stock of $20.50 per share.

Dividends

Consistent with our plans to augment shareholder returns through the return of capital, AMC’s Board of Directors, at its regular board meeting on November 1, 2018, authorized the nineteenth consecutive quarterly dividend of $0.20 per share, payable on December 26, 2018, to holders of record on December 10, 2018.

On September 28, 2018, AMC paid a special dividend of $1.55 per share of Class A Common stock and Class B Common stock to shareholders of record as of September 25, 2018. 

Since our IPO on December 18, 2013, AMC has returned more than $558 million to shareholders in the form of dividends or dividend equivalents and has repurchased shares of Class A and Class B common stock totaling $478.7 million

Share Repurchases

On August 3, 2017, we announced that our Board of Directors had approved a $100.0 million share repurchase program to repurchase our Class A common stock until mid-August 2019.

Repurchases may be made at management's discretion from time to time through open market transactions including block purchases, through privately negotiated transactions, or otherwise until mid-August 2019 in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements and other corporate considerations, as determined by AMC’s management team. Repurchases may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when our management might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate us to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time.

During the nine months ended September 30, 2018, we have repurchased 500,000 shares of Class A common stock at a cost of $8.2 million. From the inception of this share repurchase program, through the quarter ended September 30, 2018, we repurchased 3,695,856 shares of Class A common stock at a cost of $55.8 million.

On September 14, 2018, using a portion of the proceeds from the $600 million 2.95% Senior Unsecured Convertible Notes due 2024, AMC repurchased and canceled 24,057,143 Class B Common stock held by Wanda, at a cost of $421.0 million.

In the past 12 months, AMC has repurchased a total of 26.7 million shares of Class A Common and Class B Common stock.

Odeon Public Offering Consideration

For several quarters AMC has been evaluating the prospects of a European public offering for Odeon.  Due to market conditions, management has decided that a European public offering for Odeon would not be in the best interest of shareholders at this time.

As a result, the consolidated results for the third quarter ended September 30, 2018 include a charge for the write-off of approximately $8.0 million of deferred charges related to the proposed public offering of Odeon.  This charge is accounted for in the “Merger, acquisition and transaction costs” line item of the income statement.

ASC 842 Lease Accounting Change

The Company plans to adopt the FASB issued guidance related to lease accounting (ASC 842) on January 1, 2019. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

While this standard will have no cash impact, the Company expects that this standard will have a material effect on its GAAP consolidated financial statements. The company is continuing to assess the effect of adoption and will provide additional guidance in the coming months.

Please see the Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018 for additional details.

Website Information

This CFO Commentary, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign up for E-mail Alerts.

Forward-Looking Statements

This CFO Commentary includes “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 “forecast,” “guidance,” “plan,” “estimate,” “will,” “would,” “project,” “maintain,” “intend,” “expect,” “anticipate,” “prospect,” “strategy,” “future,” “likely,” “may,” “should,” “believe,” “continue,” “opportunity,” “potential,” 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 on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited to, risks related to: motion picture

production and performance; AMC’s lack of control over distributors of films; intense competition in the geographic areas in which AMC operates; AMC’s ability to execute cost-cutting and revenue enhancement initiatives; box office performance; increased use of alternative film delivery methods or other forms of entertainment; shrinking exclusive theatrical release windows; the performance of AMC’s non-consolidated entities; international economic, political, regulatory and other risks; risks and uncertainties relating to AMC’s significant indebtedness; limitations on the availability of capital; risks relating to AMC’s inability to achieve the expected benefits and performance from its recent acquisitions; AMC’s ability to refinance its indebtedness on favorable terms; optimizing AMC’s theatre circuit through construction and the transformation of its existing theatres may be subject to delay and unanticipated costs; failures, unavailability or security breaches of AMC’s information systems; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; AMC’s ability to utilize net operating loss carryforwards to reduce its future tax liability or valuation allowances taken with respect to deferred tax assets; review by antitrust authorities in connection with acquisition opportunities; risks relating to unexpected costs or unknown liabilities relating to recently completed acquisitions; risks relating to the incurrence of legal liability including costs associated with recently filed class action lawsuits; general political, social and economic conditions and risks, trends, uncertainties and other factors discussed in the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. For a detailed discussion of risks, trends and uncertainties facing AMC, see the section entitled “Risk Factors” in AMC’s Annual Report on Form 10-K, filed with the SEC on March 1, 2018, and the Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018, and the risks, trends and uncertainties identified in its other public filings. AMC does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.

(tables follow)

Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin:

(dollars in millions) (unaudited)

Select historical and pro forma financial data:

 Three Months Ended September 30, 2018 and Three Months Ended September 30, 2017:

(dollars in millions),  (unaudited)

The select unaudited pro forma data for the three-month period ended September 30,  2017 removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisition occurred on the date indicated. Reconciliations of the pro forma information to our historical financial information are provided in the tables below titled “Unaudited Pro Form Condensed Combined Financial Information.” Please refer to the August 1, 2017 Form 8-K and December 4, 2017 Form 8-K/A for additional information on pro forma financial statement adjustments.

Reconciliation of pro forma Adjusted EBITDA

Three Months Ended September 30, 2017:

(dollars in millions) (unaudited)

The select unaudited pro forma data for the three-month period ended September 30, 2017 removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisition occurred on the date indicated. Reconciliations of the pro forma information to our historical financial information are provided in the tables below titled “Unaudited Pro Form Condensed Combined Financial Information.” Please refer to the August 1, 2017 Form 8-K and December 4, 2017 Form 8-K/A for additional information on pro forma financial statement adjustments.

Select historical and pro forma financial data:

 Nine Months Ended September 30, 2018 and Nine Months Ended September 30, 2017:

(dollars in millions), (unaudited)

The select unaudited pro forma data for the nine-month period ended September 30, 2017 gives effect to the Nordic acquisition and theatre divestitures related to our Carmike acquisition, as if they had been completed on January 1, 2017. The pro forma data also removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisition occurred on the date indicated. Reconciliations of the pro forma information to our historical financial information are provided in the tables below titled “Unaudited Pro Form Condensed Combined Financial Information.” Please refer to the August 1, 2017 Form 8-K and December 4, 2017 Form 8-K/A for additional information on pro forma financial statement adjustments.

Reconciliation of pro forma Adjusted EBITDA

Nine Months Ended September 30, 2017:

(dollars in millions) (unaudited)

The select unaudited pro forma data for the nine-month period ended September 30, 2017 gives effect to the Nordic acquisition and theatre divestitures related to our Carmike acquisition, as if they had been completed on January 1, 2017. The pro forma data also removes the non-recurring direct incremental costs of the Odeon acquisition, the Carmike acquisition and the Nordic acquisition. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what our results of operations would actually have been had the acquisition occurred on the date indicated. Reconciliations of the pro forma information to our historical financial information are provided in the tables below titled “Unaudited Pro Form Condensed Combined Financial Information.” Please refer to the August 1, 2017 Form 8-K and December 4, 2017 Form 8-K/A for additional information on pro forma financial statement adjustments.

Select Consolidated Constant Currency financial data (see Note 10):

Three Months Ended September 30, 2018 and Nine Months Ended September 30, 2018:

(dollars in millions) (unaudited)

Reconciliation of Consolidated Constant Currency Adjusted EBITDA (see Note 10):

Three Months Ended September 30, 2018 and Nine Months Ended September 30, 2018:

(dollars in millions) (unaudited)