| Schedule of Condensed Statements of Operations |
Condensed Consolidating Statement of Operations Three Months Ended March 31, 2020: | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | Revenues | | | | | | | | | | | | | | | | Admissions | | $ | — | | $ | 389.1 | | $ | 178.9 | | $ | — | | $ | 568.0 | Food and beverage | | | — | | | 216.6 | | | 71.5 | | | — | | | 288.1 | Other theatre | | | — | | | 55.6 | | | 29.8 | | | — | | | 85.4 | Total revenues | | | — | | | 661.3 | | | 280.2 | | | — | | | 941.5 | Operating costs and expenses | | | | | | | | | | | | | | | | Film exhibition costs | | | — | | | 198.9 | | | 72.8 | | | — | | | 271.7 | Food and beverage costs | | | — | | | 34.9 | | | 18.5 | | | — | | | 53.4 | Operating expense, excluding depreciation and amortization | | | — | | | 251.9 | | | 105.0 | | | — | | | 356.9 | Rent | | | — | | | 174.4 | | | 63.4 | | | — | | | 237.8 | General and administrative: | | | | | | | | | | | | | | | | Merger, acquisition and other costs | | | — | | | 0.3 | | | (0.1) | | | — | | | 0.2 | Other, excluding depreciation and amortization | | | — | | | 17.3 | | | 15.9 | | | — | | | 33.2 | Depreciation and amortization | | | — | | | 92.4 | | | 30.1 | | | — | | | 122.5 | Impairment of long-lived assets, indefinite-lived intangible assets and goodwill | | | — | | | 1,214.3 | | | 637.6 | | | — | | | 1,851.9 | Operating costs and expenses | | | — | | | 1,984.4 | | | 943.2 | | | — | | | 2,927.6 | Operating loss | | | — | | | (1,323.1) | | | (663.0) | | | — | | | (1,986.1) | Other expense (income): | | | | | | | | | | | | | | | | Equity in net loss of subsidiaries | | | 2,158.2 | | | 744.2 | | | — | | | (2,902.4) | | | — | Other expense | | | 20.2 | | | 5.3 | | | 1.4 | | | — | | | 26.9 | Interest expense: | | | | | | | | | | | | | | | | Corporate borrowings | | | 70.7 | | | 71.0 | | | 0.8 | | | (71.2) | | | 71.3 | Financing lease obligations | | | — | | | 0.4 | | | 1.2 | | | — | | | 1.6 | Non-cash NCM exhibitor service agreement | | | — | | | 9.9 | | | — | | | — | | | 9.9 | Intercompany interest expense | | | — | | | — | | | 6.0 | | | (6.0) | | | — | Equity in loss of non-consolidated entities | | | — | | | 1.9 | | | 1.0 | | | — | | | 2.9 | Investment expense (income) | | | (72.8) | | | 5.3 | | | (0.3) | | | 77.2 | | | 9.4 | Total other expense, net | | | 2,176.3 | | | 838.0 | | | 10.1 | | | (2,902.4) | | | 122.0 | Loss before income taxes | | | (2,176.3) | | | (2,161.1) | | | (673.1) | | | 2,902.4 | | | (2,108.1) | Income tax provision (benefit) | | | — | | | (2.9) | | | 71.1 | | | — | | | 68.2 | Net loss | | $ | (2,176.3) | | $ | (2,158.2) | | $ | (744.2) | | $ | 2,902.4 | | $ | (2,176.3) |
Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019: | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | Revenues | | | | | | | | | | | | | | | | Admissions | | $ | — | | $ | 515.4 | | $ | 216.1 | | $ | — | | $ | 731.5 | Food and beverage | | | — | | | 287.6 | | | 81.2 | | | — | | | 368.8 | Other theatre | | | — | | | 64.2 | | | 35.9 | | | — | | | 100.1 | Total revenues | | | — | | | 867.2 | | | 333.2 | | | — | | | 1,200.4 | Operating costs and expenses | | | | | | | | | | | | | | | | Film exhibition costs | | | — | | | 277.3 | | | 88.0 | | | — | | | 365.3 | Food and beverage costs | | | — | | | 43.0 | | | 18.5 | | | — | | | 61.5 | Operating expense, excluding depreciation and amortization | | | — | | | 285.6 | | | 117.2 | | | — | | | 402.8 | Rent | | | — | | | 176.6 | | | 65.4 | | | — | | | 242.0 | General and administrative: | | | | | | | | | | | | | | | | Merger, acquisition and other costs | | | — | | | 1.2 | | | 2.1 | | | — | | | 3.3 | Other, excluding depreciation and amortization | | | — | | | 27.5 | | | 18.7 | | | — | | | 46.2 | Depreciation and amortization | | | — | | | 83.6 | | | 29.4 | | | — | | | 113.0 | Operating costs and expenses | | | — | | | 894.8 | | | 339.3 | | | — | | | 1,234.1 | Operating loss | | | — | | | (27.6) | | | (6.1) | | | — | | | (33.7) | Other expense (income): | | | | | | | | | | | | | | | | Equity in net loss of subsidiaries | | | 294.7 | | | 196.9 | | | — | | | (491.6) | | | — | Other expense | | | 28.9 | | | 0.5 | | | 0.4 | | | — | | | 29.8 | Interest expense: | | | | | | | | | | | | | | | | Corporate borrowings | | | 70.8 | | | 71.0 | | | 0.7 | | | (71.2) | | | 71.3 | Finance lease obligations | | | — | | | 0.7 | | | 1.4 | | | — | | | 2.1 | Non-cash NCM exhibitor service agreement | | | — | | | 10.2 | | | — | | | — | | | 10.2 | Intercompany interest expense | | | — | | | — | | | 197.5 | | | (197.5) | | | — | Equity in earnings of non-consolidated entities | | | — | | | (6.1) | | | (0.4) | | | — | | | (6.5) | Investment income | | | (264.2) | | | (9.6) | | | (11.0) | | | 268.7 | | | (16.1) | Total other expense | | | 130.2 | | | 263.6 | | | 188.6 | | | (491.6) | | | 90.8 | Loss before income taxes | | | (130.2) | | | (291.2) | | | (194.7) | | | 491.6 | | | (124.5) | Income tax provision | | | — | | | 3.5 | | | 2.2 | | | — | | | 5.7 | Net loss | | $ | (130.2) | | $ | (294.7) | | $ | (196.9) | | $ | 491.6 | | $ | (130.2) |
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| Schedule of Condensed Statements of Comprehensive Loss |
Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2020: | | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | | Net loss | | $ | (2,176.3) | | $ | (2,158.2) | | $ | (744.2) | | $ | 2,902.4 | | $ | (2,176.3) | | Other comprehensive loss: | | | | | | | | | | | | | | | | | Equity in other comprehensive loss of subsidiaries | | | (93.5) | | | (108.6) | | | — | | | 202.1 | | | — | | Unrealized foreign currency translation adjustments, net of tax | | | — | | | 15.1 | | | (108.7) | | | — | | | (93.6) | | Pension adjustments: | | | | | | | | | | | | | | | | | Realized net loss reclassified into other expense, net of tax | | | — | | | — | | | 0.1 | | | — | | | 0.1 | | Other comprehensive loss | | | (93.5) | | | (93.5) | | | (108.6) | | | 202.1 | | | (93.5) | | Total comprehensive loss | | $ | (2,269.8) | | $ | (2,251.7) | | $ | (852.8) | | $ | 3,104.5 | | $ | (2,269.8) | |
Condensed Consolidating Statement of Comprehensive Loss Three Months Ended March 31, 2019: | | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | | Net loss | | $ | (130.2) | | $ | (294.7) | | $ | (196.9) | | $ | 491.6 | | $ | (130.2) | | Other comprehensive loss: | | | | | | | | | | | | | | | | | Equity in other comprehensive loss of subsidiaries | | | (24.9) | | | (15.6) | | | — | | | 40.5 | | | — | | Unrealized foreign currency translation adjustments, net of tax | | | — | | | (9.7) | | | (15.7) | | | — | | | (25.4) | | Realized loss on foreign currency transactions reclassified into other expense, net of tax | | | — | | | 0.5 | | | — | | | — | | | 0.5 | | Pension adjustments: | | | | | | | | | | | | | | | | | Realized net loss reclassified into other expense, net of tax | | | — | | | — | | | 0.1 | | | — | | | 0.1 | | Equity method investee's cash flow hedge: | | | | | | | | | | | | | | | | | Unrealized net holding loss arising during the period, net of tax | | | — | | | (0.1) | | | — | | | — | | | (0.1) | | Other comprehensive loss | | | (24.9) | | | (24.9) | | | (15.6) | | | 40.5 | | | (24.9) | | Total comprehensive loss | | $ | (155.1) | | $ | (319.6) | | $ | (212.5) | | $ | 532.1 | | $ | (155.1) | |
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| Schedule of Condensed Balance Sheets |
Condensed Consolidating Balance Sheet As of March 31, 2020: | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | Assets | | | | | | | | | | | | | | | | Current assets: | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 0.5 | | $ | 129.1 | | $ | 170.2 | | $ | — | | $ | 299.8 | Restricted cash | | | — | | | — | | | 10.0 | | | — | | | 10.0 | Receivables, net | | | — | | | 57.6 | | | 79.5 | | | (10.3) | | | 126.8 | Other current assets | | | — | | | 82.0 | | | 33.2 | | | — | | | 115.2 | Total current assets | | | 0.5 | | | 268.7 | | | 292.9 | | | (10.3) | | | 551.8 | Investment in equity of subsidiaries | | | 877.2 | | | 996.1 | | | — | | | (1,873.3) | | | — | Property, net | | | — | | | 1,889.2 | | | 631.2 | | | — | | | 2,520.4 | Operating lease right-of-use assets, net | | | — | | | 3,402.6 | | | 1,199.7 | | | — | | | 4,602.3 | Intangible assets, net | | | — | | | 121.7 | | | 53.4 | | | — | | | 175.1 | Intercompany advances | | | 3,002.5 | | | (2,623.7) | | | (378.8) | | | — | | | — | Goodwill | | | (2.1) | | | 1,949.8 | | | 990.3 | | | — | | | 2,938.0 | Deferred tax asset, net | | | — | | | — | | | 0.5 | | | — | | | 0.5 | Other long-term assets | | | 26.8 | | | 310.8 | | | 112.6 | | | — | | | 450.2 | Total assets | | $ | 3,904.9 | | $ | 6,315.2 | | $ | 2,901.8 | | $ | (1,883.6) | | $ | 11,238.3 | Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | | Accounts payable | | $ | — | | $ | 157.2 | | $ | 190.3 | | $ | (10.4) | | $ | 337.1 | Accrued expenses and other liabilities | | | 47.9 | | | 124.8 | | | 90.2 | | | 0.1 | | | 263.0 | Deferred revenues and income | | | — | | | 320.6 | | | 79.7 | | | — | | | 400.3 | Current maturities of corporate borrowings | | | 20.0 | | | — | | | — | | | — | | | 20.0 | Current maturities of finance lease liabilities | | | — | | | 5.3 | | | 4.9 | | | — | | | 10.2 | Current maturities of operating lease liabilities | | | — | | | 453.2 | | | 128.3 | | | — | | | 581.5 | Total current liabilities | | | 67.9 | | | 1,061.1 | | | 493.4 | | | (10.3) | | | 1,612.1 | Corporate borrowings | | | 4,911.0 | | | — | | | 109.8 | | | — | | | 5,020.8 | Finance lease liabilities | | | — | | | 12.7 | | | 72.3 | | | — | | | 85.0 | Operating lease liabilities | | | — | | | 3,621.1 | | | 1,163.2 | | | — | | | 4,784.3 | Exhibitor services agreement | | | — | | | 550.4 | | | — | | | — | | | 550.4 | Deferred tax liability, net | | | — | | | 27.6 | | | 20.1 | | | — | | | 47.7 | Other long-term liabilities | | | — | | | 165.1 | | | 46.9 | | | — | | | 212.0 | Total liabilities | | | 4,978.9 | | | 5,438.0 | | | 1,905.7 | | | (10.3) | | | 12,312.3 | Stockholders’ equity (deficit) | | | (1,074.0) | | | 877.2 | | | 996.1 | | | (1,873.3) | | | (1,074.0) | Total liabilities and stockholders’ equity | | $ | 3,904.9 | | $ | 6,315.2 | | $ | 2,901.8 | | $ | (1,883.6) | | $ | 11,238.3 |
Condensed Consolidating Balance Sheet As of December 31, 2019: | | | | | | | | | | | | | | | | | | | | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | (In millions) | | Holdings | | Guarantors | | Non-Guarantors | | Adjustments | | Holdings | Assets | | | | | | | | | | | | | | | | Current assets: | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 0.3 | | $ | 94.9 | | $ | 169.8 | | $ | — | | $ | 265.0 | Restricted cash | | | — | | | — | | | 10.5 | | | — | | | 10.5 | Receivables, net | | | — | | | 160.1 | | | 104.0 | | | (9.9) | | | 254.2 | Other current assets | | | — | | | 108.5 | | | 34.9 | | | — | | | 143.4 | Total current assets | | | 0.3 | | | 363.5 | | | 319.2 | | | (9.9) | | | 673.1 | Investment in equity of subsidiaries | | | 452.6 | | | 1,962.8 | | | — | | | (2,415.4) | | | — | Property, net | | | — | | | 1,969.3 | | | 679.9 | | | — | | | 2,649.2 | Operating lease right-of-use assets, net | | | — | | | 3,491.8 | | | 1,304.2 | | | — | | | 4,796.0 | Intangible assets, net | | | — | | | 130.6 | | | 64.7 | | | — | | | 195.3 | Intercompany advances | | | 5,488.0 | | | (5,097.7) | | | (390.3) | | | — | | | — | Goodwill | | | (2.1) | | | 3,074.7 | | | 1,716.5 | | | — | | | 4,789.1 | Deferred tax asset, net | | | — | | | — | | | 70.1 | | | — | | | 70.1 | Other long-term assets | | | 47.4 | | | 328.0 | | | 127.6 | | | — | | | 503.0 | Total assets | | $ | 5,986.2 | | $ | 6,223.0 | | $ | 3,891.9 | | $ | (2,425.3) | | $ | 13,675.8 | Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | | Accounts payable | | $ | — | | $ | 382.8 | | $ | 170.5 | | $ | (10.0) | | $ | 543.3 | Accrued expenses and other liabilities | | | 18.6 | | | 184.0 | | | 121.9 | | | 0.1 | | | 324.6 | Deferred revenues and income | | | — | | | 348.9 | | | 100.3 | | | — | | | 449.2 | Current maturities of corporate borrowings | | | 20.0 | | | — | | | — | | | — | | | 20.0 | Current maturities of finance lease liabilities | | | — | | | 5.3 | | | 5.0 | | | — | | | 10.3 | Current maturities of operating lease liabilities | | | — | | | 449.5 | | | 136.3 | | | — | | | 585.8 | Total current liabilities | | | 38.6 | | | 1,370.5 | | | 534.0 | | | (9.9) | | | 1,933.2 | Corporate borrowings | | | 4,733.4 | | | — | | | — | | | — | | | 4,733.4 | Finance lease obligations | | | — | | | 13.9 | | | 75.7 | | | — | | | 89.6 | Operating lease liabilities | | | — | | | 3,666.8 | | | 1,247.0 | | | — | | | 4,913.8 | Exhibitor services agreement | | | — | | | 549.7 | | | — | | | — | | | 549.7 | Deferred tax liability, net | | | — | | | 26.8 | | | 19.2 | | | — | | | 46.0 | Other long-term liabilities | | | — | | | 142.7 | | | 53.2 | | | — | | | 195.9 | Total liabilities | | | 4,772.0 | | | 5,770.4 | | | 1,929.1 | | | (9.9) | | | 12,461.6 | Stockholders’ equity | | | 1,214.2 | | | 452.6 | | | 1,962.8 | | | (2,415.4) | | | 1,214.2 | Total liabilities and stockholders’ equity | | $ | 5,986.2 | | $ | 6,223.0 | | $ | 3,891.9 | | $ | (2,425.3) | | $ | 13,675.8 |
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