10-Q

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.

(Note: As a voluntary filer, Cinemark USA, Inc. is not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act. Cinemark USA, Inc. has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months as if it was subject to such filing requirements.)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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).

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 25, 2024, 122,364,524 shares of common stock, $0.001 par value per share, of Cinemark Holdings, Inc. were issued and outstanding.

As of October 25, 2024, 1,500 shares of Class A common stock, $0.01 par value per share, and 182,648 shares of Class B common stock, no par value per share, of Cinemark USA, Inc. were outstanding and held by Cinemark Holdings, Inc.

Cinemark USA, Inc. meetS the conditions set forth in General Instructions (H)(1)(a) and (b) of Form 10-Q and IS therefore filing this form with reduced disclosure format pursuant to General Instructions (H)(2).

This combined Form 10-Q is separately filed by Holdings and CUSA. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrant. When this Form 10-Q is incorporated by reference into any filings with the SEC made by Holdings or CUSA, as a registrant, the portions of this Form 10-Q that relate to the other registrant are not incorporated by reference therein.

Certain matters within this Quarterly Report on Form 10-Q include “forward–looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about the respective business and industry of Holdings and CUSA. They include statements relating to:

You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. These statements are neither historical facts nor guarantees of future performance. Instead, they 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 are, therefore, subject to risks, inherent uncertainties and other factors, some of which are beyond our control and difficult to predict. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. For a description of our risk factors, please review the “Risk Factors” section or other sections of, or incorporated by reference to, the Company’s Annual Report on Form 10-K filed February 16, 2024. All forward-looking statements attributable to either Holdings or CUSA or persons acting on our behalf, are expressly qualified in their entirety by such risk factors. Forward-looking statements contained in this Form 10-Q reflect the views of Holdings and CUSA only as of the date of this Form 10-Q. Neither Holdings nor CUSA undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Unless the context otherwise requires, all references to “we,” “our,” “us,” “the Company” or “Cinemark” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries, and all references to CUSA relate to Cinemark USA, Inc. and its consolidated subsidiaries. All references to Latin America relate to Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Paraguay.

The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the condensed consolidated financial statements.

The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the condensed consolidated financial statements.
* * * * * * * *

The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the condensed consolidated financial statements.

Lease Accounting

The following table represents the Company’s aggregate lease costs, by lease classification, for the periods presented.


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Lease Cost	Classification	2024		2023		2024		2023
Operating lease costs
Equipment (1)	Utilities and other, General and administrative	$	1.2	$	0.7	$	2.8	$	3.4
Real Estate (1)	Facility lease expense		87.9		88.5		252.5		261.4
Total operating lease costs		$	89.1	$	89.2	$	255.3	$	264.8

Finance lease costs
Amortization of leased assets	Depreciation and amortization	$	3.5	$	3.0	$	10.0	$	9.0
Interest on lease liabilities	Interest expense		1.3		1.2		4.2		3.7
Total finance lease costs		$	4.8	$	4.2	$	14.2	$	12.7

(1)

Includes short-term lease payments, variable lease payments and office and equipment lease payments reflected in general and administrative expense as set forth in the following table for the periods presented:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Lease Cost	Classification	2024		2023		2024		2023
Operating lease costs
Equipment - Short-term and variable lease payments	Utilities and other	$	1.1	$	0.5	$	2.5	$	3.0
Real Estate - Variable lease payments (1)	Facility lease expense	$	20.4	$	18.2	$	49.1	$	51.0
Office and equipment leases	General and administrative	$	0.5	$	0.4	$	1.1	$	1.0

(1) Represents lease payments that are based on a change in index, such as CPI or inflation, variable payments based on revenue or attendance and variable common area maintenance costs.

The following table represents the minimum cash lease payments as included in the measurement of lease liabilities and the non-cash addition of lease right-of-use assets for the periods presented.


	Nine Months Ended
	September 30,
Other Information	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash outflows for operating leases	$	203.7	$	210.7
Cash outflows for finance leases - operating activities	$	4.2	$	3.7
Cash outflows for finance leases - financing activities	$	11.4	$	10.7
Non-cash amount of right-of-use assets obtained in exchange for:
Operating lease liability additions, net	$	135.6	$	73.3
Finance lease liability additions, net	$	34.2	$	—

As of September 30, 2024, the Company had signed lease agreements with total non-cancelable lease payments of approximately $21.6 related to theatre leases that had not yet commenced. The timing of lease commencement is dependent on the completion of construction of the related theatre facility. Additionally, these amounts are based on estimated square footage and costs to construct each facility and may be subject to adjustment upon final completion of each construction project. In accordance with ASC Topic 842, Leases, fixed minimum lease payments related to these theatres are not included in the right-of-use assets and lease liabilities as of September 30, 2024.

Disaggregation of Revenue

The following tables present revenue for the periods indicated, disaggregated based on major type of good or service and by reportable operating segment.


	Three Months Ended						Nine Months Ended
	September 30, 2024						September 30, 2024
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
	Segment (1)		Segment		Consolidated		Segment (1)		Segment		Consolidated
Admissions revenue	$	375.2	$	85.2	$	460.4	$	894.4	$	221.6	$	1,116.0
Concession revenue		299.6		67.7		367.3		709.6		174.8		884.4
Screen advertising, screen rental and promotional revenue (2)		24.4		15.3		39.7		67.7		38.7		106.4
Other revenue		42.2		12.2		54.4		98.7		29.7		128.4
Total revenue	$	741.4	$	180.4	$	921.8	$	1,770.4	$	464.8	$	2,235.2


	Three Months Ended						Nine Months Ended
	September 30, 2023						September 30, 2023
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
	Segment (1)		Segment		Consolidated		Segment (1)		Segment		Consolidated
Admissions revenue	$	350.4	$	93.4	$	443.8	$	968.5	$	264.7	$	1,233.2
Concession revenue		268.0		71.8		339.8		751.1		197.9		949.0
Screen advertising, screen rental and promotional revenue (2)		23.0		16.2		39.2		69.5		39.0		108.5
Other revenue		41.1		10.9		52.0		107.4		29.7		137.1
Total revenue	$	682.5	$	192.3	$	874.8	$	1,896.5	$	531.3	$	2,427.8

(1)

U.S. segment revenue excludes intercompany transactions with the international operating segment. See Note 16 for the amount of intercompany eliminations for the periods presented.

(2)

Amount includes amortization of NCM screen advertising advances. See Screen Advertising Advances and Other Deferred Revenue below.

The following tables present revenue for the periods indicated, disaggregated based on timing of recognition (as discussed above) and by reportable operating segment.


	Three Months Ended						Nine Months Ended
	September 30, 2024						September 30, 2024
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
	Segment (1)		Segment		Consolidated		Segment (1)		Segment		Consolidated
Goods and services transferred at a point in time	$	714.6	$	159.5	$	874.1	$	1,696.1	$	417.1	$	2,113.2
Goods and services transferred over time (2)		26.8		20.9		47.7		74.3		47.7		122.0
Total	$	741.4	$	180.4	$	921.8	$	1,770.4	$	464.8	$	2,235.2


	Three Months Ended						Nine Months Ended
	September 30, 2023						September 30, 2023
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
	Segment (1)		Segment		Consolidated		Segment (1)		Segment		Consolidated
Goods and services transferred at a point in time	$	657.4	$	173.8	$	831.2	$	1,819.9	$	485.8	$	2,305.7
Goods and services transferred over time (2)		25.1		18.5		43.6		76.6		45.5		122.1
Total	$	682.5	$	192.3	$	874.8	$	1,896.5	$	531.3	$	2,427.8

(1)

U.S. segment revenue excludes intercompany transactions with the international operating segment. See Note 16 for the amount of intercompany eliminations for the periods presented.

(2)

Amount includes amortization of NCM screen advertising advances. See Screen Advertising Advances and Other Deferred Revenue below.

Screen Advertising Advances and Other Deferred Revenue

The following table presents changes in the Company’s deferred revenue for the nine months ended September 30, 2024.


	NCM screen advertising advances (1)			Other deferred revenue (2)
Balance at January 1, 2024	$	328.4		$	221.6
Amounts recognized as accounts receivable		—			15.9
Cash received from customers in advance		—			235.4
Common units received from NCM (see Note 8)		0.5			—
Interest accrued related to significant financing component		16.5			—
Revenue recognized during period		(24.3	)		(245.2	)
Foreign currency translation adjustments		—			(1.9	)
Balance at September 30, 2024	$	321.1		$	225.8

(1)

See Note 8 for the remaining maturity of NCM screen advertising advances as of September 30, 2024.

(2)

Includes liabilities associated with outstanding gift cards and ticket vouchers, points, credits or rebates outstanding under the Company’s loyalty and subscription programs and revenue not yet recognized for screen advertising and other promotional activities. Amounts are classified as accounts payable and accrued expenses or other long-term liabilities on the condensed consolidated balance sheet.

The table below summarizes the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of September 30, 2024 and when the Company expects to recognize this revenue.


	Twelve Months Ended September 30,
Remaining Performance Obligations	2025		2026		Thereafter		Total
Other deferred revenue	$	200.2	$	25.6	$	—	$	225.8

Earnings Per Share

The following table presents computations of basic and diluted earnings per share for Holdings:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Numerator:
Net income attributable to Cinemark Holdings, Inc.	$	187.8		$	90.2		$	258.4		$	206.2
Income allocated to participating share-based awards (1)		(3.6	)		(1.8	)		(5.0	)		(3.6	)
Basic net income attributable to common stockholders	$	184.2		$	88.4		$	253.4		$	202.6
Add: Interest expense on convertible notes, net of tax		3.9			4.4			12.3			14.0
Diluted net income attributable to common stockholders	$	188.1		$	92.8		$	265.7		$	216.6

Denominator:
Basic weighted average shares outstanding		120.0			119.2			119.8			119.0
Common equivalent shares for performance stock units		2.0			0.8			1.9			0.8
Common equivalent shares for convertible notes		32.0			32.0			32.0			32.0
Common equivalent shares for warrants (2)		4.2			—			—			—
Diluted weighted average shares outstanding		158.2			152.0			153.7			151.8

Basic earnings per share attributable to common stockholders	$	1.54		$	0.74		$	2.11		$	1.70
Diluted earnings per share attributable to common stockholders	$	1.19		$	0.61		$	1.73		$	1.43

(1)

For the three months ended September 30, 2024 and 2023, a weighted average of approximately 2.38 shares and 2.42 shares of restricted stock, respectively, were considered participating securities. For the nine months ended September 30, 2024 and 2023, a weighted average of approximately 2.38 shares and 2.14 shares of restricted stock, respectively, were considered participating securities.

(2)

For the three months ended September 30, 2023 and the nine months ended September 30, 2024 and 2023, diluted earnings per share excludes the warrants, as they would be anti-dilutive.

Share-based awards

Holdings considers its unvested restricted stock awards, which contain non-forfeitable rights to dividends, participating securities and includes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method. For the three and nine months ended September 30, 2024 and 2023, diluted earnings per share using the treasury stock method was less dilutive than the two-class method; as such, only the two-class method has been included above.

Convertible notes, hedges and warrants

The 4.50% Convertible Senior Notes, discussed further in Note 14 of the Company’s Annual Report on Form 10-K filed February 16, 2024, may be considered dilutive in periods in which Holdings has net income. The impact of such dilution on earnings per share is calculated under the if-converted method, which requires that all of the shares of Holdings' common stock issuable upon conversion of the 4.50% Convertible Senior Notes be included in the calculation of diluted earnings per share assuming conversion at the beginning of the reporting period. Also, the interest expense, net of tax, related to the 4.50% Convertible Senior Notes is excluded from the calculation of diluted net income attributable to common stockholders assuming conversion of the 4.50% Convertible Senior Notes at the beginning of the reporting period.

The closing price of Holdings' common stock exceeded $18.66 per share (130% of the initial conversion price of $14.35 per share) during at least 20 of the last 30 trading days of the quarter ended September 30, 2024 and, therefore, the 4.50% Convertible Senior Notes will be convertible during the fourth quarter of 2024. The if-converted value of the 4.50% Convertible Senior Notes, based on the weighted average closing price of Holdings common stock for the nine months ended September 30, 2024, exceeded the aggregate outstanding principal value of the notes by $168.2 as of September 30, 2024.

Long-Term Debt

Long-term debt of Holdings and CUSA consisted of the following for the periods presented:


	September 30,		December 31,
	2024		2023
Cinemark Holdings, Inc. 4.50% convertible senior notes due August 2025	$	460.0	$	460.0
Cinemark USA, Inc. term loan due May 2030		640.3		645.1
Cinemark USA, Inc. 8.75% senior secured notes due May 2025		—		150.0
Cinemark USA, Inc. 5.875% senior notes due March 2026		—		405.0
Cinemark USA, Inc. 5.25% senior notes due July 2028		765.0		765.0
Cinemark USA, Inc. 7.00% senior notes due August 2032		500.0		—
Other		—		7.0
Total long-term debt carrying value (1)	$	2,365.3	$	2,432.1
Less: Current portion, net of unamortized debt issuance costs		463.4		7.8
Less: Debt issuance costs and original issue discount, net of accumulated amortization (1)		31.5		33.0
Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount (1)	$	1,870.4	$	2,391.3

(1)

The only differences between the long-term debt for Holdings, as presented above, and the long-term debt for CUSA are the $460.0 4.50% Convertible Senior Notes due August 2025 and the related debt issuance costs. The following table sets forth, as of the periods indicated, the total long-term debt carrying value, current portion of long-term debt and debt issuance costs, net of amortization, for CUSA.


	September 30,		December 31,
	2024		2023
Total long-term debt carrying value	$	1,905.3	$	1,972.1
Less: Current portion		6.4		7.8
Less: Debt issuance costs and original issue discount, net of accumulated amortization		28.5		27.5
Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount	$	1,870.4	$	1,936.8

4.50% Convertible Senior Notes

As further discussed in Note 14 to the Company’s consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed on February 16, 2024, prior to May 15, 2025, holders of the 4.50% Convertible Senior Notes may convert their notes during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $18.66 per share (130% of the initial conversion price of $14.35 per share), on each applicable trading day. The closing price of Holdings' common stock exceeded $18.66 per share (130% of the initial conversion price of $14.35 per share) during at least 20 of the last 30 trading days of the quarter ended September 30, 2024 and, therefore, the 4.50% Convertible Senior Notes will be convertible during the fourth quarter of 2024.

Senior Secured Credit Facility

On May 28, 2024, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to reduce the rate at which the term loan bears interest by 0.50% and reset the 101% soft call for another six months. CUSA incurred a total of approximately $1.0 in debt issuance costs in connection with the amendment, which are reflected in the condensed consolidated financial statements as follows: (i) $0.8 in debt issuance costs were capitalized and are reflected as a reduction of “Long-term debt, less current portion” on the Company’s condensed consolidated balance sheet; and (ii) $0.2 of legal and other fees are included in “Loss on debt amendments and extinguishments” in the Company’s condensed consolidated statement of income for the nine months ended September 30, 2024. As a result of the amendment, CUSA also wrote-off $1.3 of unamortized debt issuance costs and original issue discount associated with exiting lenders of the amended Credit Agreement, which is reflected in “Loss on debt amendments and extinguishments” in the Company’s condensed consolidated statement of income for the nine months ended September 30, 2024.

As of September 30, 2024, there was $640.3 outstanding under the term loan and no borrowings were outstanding under the revolving credit line. Under the Credit Agreement, principal payments of $1.6 are due on the term loan quarterly through March 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030. The average interest rate on outstanding

accrued and unpaid interest thereon. After the deposit of such funds with the trustee, CUSA’s obligations under the indenture with respect to the 5.875% Senior Notes were satisfied and discharged and the transaction was accounted for as a debt extinguishment.

As a result of the debt extinguishment, CUSA recognized a loss of $3.0 related to the write-off of unamortized debt issuance costs as well as legal and other fees incurred in connection with the transactions, which is reflected in “Loss on debt amendments and extinguishments” in the Company’s condensed consolidated statement of income for the three and nine months ended September 30, 2024.

Interest Rate Swap Agreements

The Company’s interest rate swap agreements are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan and qualify for cash flow hedge accounting.

Effective January 31, 2024, the Company amended and extended one of its then existing $137.5 notional amount interest rate swap agreements to amend the pay rate and extend the maturity date to December 31, 2027. Effective February 29, 2024, the Company amended and extended its other then existing $137.5 notional amount interest rate swap agreement to amend the pay rate and extend the maturity to December 31, 2026. Upon amending each of the interest rate swap agreements, the Company determined that the interest payments hedged with the respective agreements are still probable to occur, therefore the aggregate gains that accumulated on the swaps prior to the amendments of $7.0 are being amortized to interest expense through the maturity date of the swaps.

Below is a summary of the Company's interest rate swap agreements, which are designated as cash flow hedges, as of September 30, 2024:


Notional					Estimated
Amount		Pay Rate	Receive Rate	Expiration Date	Fair Value (1)
$	137.5	3.21%	1-Month Term SOFR	December 31, 2026	$	0.5
$	175.0	3.20%	1-Month Term SOFR	December 31, 2026		0.8
$	137.5	3.17%	1-Month Term SOFR	December 31, 2027		0.7
				Total	$	2.0

(1)

Approximately $2.8 of the total is included in “Prepaid expenses and other” and the long-term liability portion of $0.8 is included in “Other long-term liabilities” on the condensed consolidated balance sheet as of September 30, 2024.

The fair values of the interest rate swaps are recorded on Holdings’ and CUSA’s condensed consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. The changes in fair value are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings. The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparties to the interest rate swap agreements and the fixed rates that the Company is obligated to pay under the agreement. Therefore, the Company's measurements are based on observable market data, which fall in Level 2 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35.

Fair Value of Long-Term Debt

The Company estimates the fair value of its long-term debt primarily based on observable market prices, which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by FASB ASC 820-10-35, Fair Value Measurement. The table below presents the fair value of the Company's long-term debt as of the periods presented:


	As of
	September 30, 2024		December 31, 2023
Holdings fair value (1)	$	2,834.0	$	2,460.3
CUSA fair value	$	1,920.1	$	1,903.8

(1)

The fair value of the 4.50% convertible senior notes was $913.9 and $556.5 as of September 30, 2024 and December 31, 2023, respectively.

Investment in National CineMedia Inc.

NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. The Company has an investment in NCM’s parent National CineMedia, Inc. (“NCMI”). The Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM primarily provides screen advertising to the Company’s theatres through its branded “Noovie” pre-show entertainment program and also handles lobby promotions and displays for the Company’s theatres. See further discussion below under Exhibitor Services Agreement.

Below is a summary of activity with NCMI and NCM included in each of Holdings' and CUSA's condensed consolidated financial statements:


	Investment in NCMI		NCM Screen Advertising Advances			Other Revenue			Interest Expense - NCM		Cash Received (4)

Balance at January 1, 2024	$	18.1	$	(328.4	)	$	—		$	—	$	—
Screen rental revenue earned under ESA (1)		—		—			(16.3	)		—		14.7
Interest accrued related to significant financing component		—		(16.5	)		—			16.5		—
Receipt of common units in NCM due to annual common unit adjustment (2)		—		(0.5	)		—			—		—
Change in unrealized gain on fair market adjustment of investment in NCMI (3)		12.7		—			—			—		—
Amortization of screen advertising advances		—		24.3			(24.3	)		—		—
Balance as of and for the nine months ended September 30, 2024	$	30.8	$	(321.1	)	$	(40.6	)	$	16.5	$	14.7

(1)

Amounts include the per patron and per digital screen theatre access fees, net of amounts due to NCM for on-screen advertising time provided to the Company's beverage concessionaire of approximately $6.4.

(2)

See Common Unit Adjustments below.

(3)

See Investment in National CineMedia below.

(4)

The Company had a receivable from NCM of $1.6 as of September 30, 2024.

Investment in National CineMedia

The Company accounts for its investment in NCMI in accordance with the guidance set forth in FASB ASC Topic 321 Investments - Equity Securities, which requires the Company to measure its investment in common stock of NCMI at fair value and recognize unrealized holding gains and losses on its investment in earnings. The Company recognized an unrealized gain of $11.6 and $12.7 on its investment in NCMI in the Company’s condensed consolidated statement of income for the three and nine months ended September 30, 2024, respectively. The Company recognized an unrealized gain of $4.7 and $13.9 on its investment in NCMI in the Company’s condensed consolidated statement of income for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, the Company owned approximately 4.4 shares of NCMI, which represented an interest in NCMI of approximately 4.5%. See Note 9 to the Company’s Annual Report on Form 10-K filed February 16, 2024 for additional discussion of the Company's investment in NCMI.

Common Unit Adjustments

Under the Common Unit Adjustment Agreement, the Company periodically receives consideration in the form of common units from NCM based on increases or decreases in the number of theatre screens operated and the impact of these theatres on total attendance. The common units received are recorded at estimated fair value as an increase in the Company's investment in NCM with an offset to NCM screen advertising advances. Each common unit from NCM is convertible to one share of NCMI.

During March 2024, NCM performed the annual common unit adjustment calculation for 2023 and as a result of the calculation, the Company received approximately 0.1 common units of NCM on April 1, 2024. The Company recorded the common units at their estimated fair value of $0.5 with a corresponding adjustment to NCM screen advertising advances. The fair value of the common units

10.

Treasury Stock and Share-Based Awards

Treasury Stock - Holdings

Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the nine months ended September 30, 2024:


	Number of
	Treasury
	Shares		Cost
Balance at January 1, 2024		6.00	$	98.3
Restricted stock withholdings (1)		0.27		4.4
Restricted stock forfeitures (2)		0.05		—
Balance at September 30, 2024		6.32	$	102.7

(1)

Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock and performance stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vesting dates, which ranged from $13.93 to $21.42 per share.

(2)

Holdings repurchased forfeited restricted shares at a cost of $0.001 per share in accordance with its Long-Term Incentive Plan.

As of September 30, 2024, Holdings had no plans to retire any shares of treasury stock.

Restricted Stock

Below is a summary of restricted stock activity for the nine months ended September 30, 2024:


	Shares of			Weighted Average
	Restricted			Grant Date
	Stock			Fair Value
Outstanding at January 1, 2024		2.35		$	15.67
Granted		0.97			16.57
Vested		(0.89	)		15.95
Forfeited		(0.05	)		14.89
Outstanding and unvested at September 30, 2024		2.38		$	15.95

During the nine months ended September 30, 2024, Holdings granted 1.0 shares of its restricted stock to its directors and certain CUSA employees. The fair value of the restricted stock granted was determined based on the closing price of Holdings' common stock on the grant dates, which ranged from $16.43 to $18.33 per share. Holdings assumed forfeiture rates for the restricted stock awards that ranged from 0% to 10%. The restricted stock granted during the nine months ended September 30, 2024 vests over periods ranging from one to three years. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

Below is a summary of restricted stock award activity recorded for the periods indicated.


	Nine Months Ended September 30,
	2024		2023
Compensation expense recognized during the period:
CUSA employees (1)	$	12.3	$	11.6
Holdings directors		1.0		0.9
Total recognized by Holdings	$	13.3	$	12.5

Fair value of restricted stock that vested during the period:
CUSA employees	$	13.4	$	8.1
Holdings directors		1.4		1.3
Holdings total	$	14.8	$	9.4

Income tax benefit related to vested restricted stock:
CUSA employees	$	1.8	$	0.6
Holdings directors		0.3		0.3
Holdings total income tax benefit	$	2.1	$	0.9

(1)

Compensation expense for the nine months ended September 30, 2024 includes approximately $0.6 related to a portion of the short-term field incentive compensation plan for 2024 to be settled in restricted stock.

As of September 30, 2024, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:


	Estimated
	Remaining
	Expense
CUSA employees (1)	$	19.1
Holdings directors		1.0
Total remaining - Holdings (1)	$	20.1

(1)

The weighted average period over which this remaining compensation expense will be recognized by both Holdings and CUSA is approximately 1.5 years.

11.

Goodwill and Other Intangible Assets

A summary of the Company's goodwill is as follows:


	U.S. Operating Segment		International Operating Segment			Total
Balance at January 1, 2024 (1)	$	1,182.9	$	68.1		$	1,251.0
Foreign currency translation adjustments		—		(5.5	)		(5.5	)
Balance at September 30, 2024 (1)	$	1,182.9	$	62.6		$	1,245.5

(1)

Balances are presented net of accumulated impairment losses of $214.0 for the U.S. operating segment and $43.8 for the international operating segment. See discussion of the qualitative impairment analysis performed by the Company as of September 30, 2024 at Note 12.

A summary of the Company's intangible assets is as follows:


	Balance at January 1, 2024			Additions (1)		Amortization			Foreign Currency Translation Adjustments			Balance at September 30, 2024
Intangible assets with finite lives:
Gross carrying amount	$	77.8		$	—	$	—		$	(0.1	)	$	77.7
Accumulated amortization		(75.3	)		—		(1.5	)		—			(76.8	)
Total net intangible assets with finite lives	$	2.5		$	—	$	(1.5	)	$	(0.1	)	$	0.9

Intangible assets with indefinite lives:
Tradename and other		300.3			0.1		—			(0.1	)		300.3
Total intangible assets, net	$	302.8		$	0.1	$	(1.5	)	$	(0.2	)	$	301.2

(1)

Amount represents licenses acquired to sell alcoholic beverages for certain locations.

The estimated aggregate future amortization expense for intangible assets is as follows:


	Estimated
	Amortization
For the three months ended December 31, 2024	$	0.5
For the twelve months ended December 31, 2025		0.4
Total	$	0.9

12.

Impairment of Long-Lived Assets

The Company performed a qualitative impairment analysis on its long-lived assets, including theatre properties and right of-use assets, goodwill and tradename intangible assets as of September 30, 2024. As a result of the qualitative assessment, the Company noted no impairment indicators related to these assets as of September 30, 2024.

The qualitative impairment analysis, by asset class, is described below:

•

Theatre Properties and Right-of-Use-Assets - Considers relevant industry, economic and market conditions, industry trading multiples and recent developments that would impact the Company’s estimates of future theatre-level cash flows, which are the primary estimate of fair market value, at the theatre level compared with the most recent quantitative impairment assessment.

•

Goodwill – Considers economic and market conditions, industry trading multiples and the impact of recent developments that would impact the estimated fair values as determined in the most recent quantitative assessment.

•

Tradename Intangible Assets – Considers industry and market conditions and recent developments that may impact the revenue forecasts and other estimates as compared with the most recent quantitative assessment.

See Note 1 and Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 16, 2024, for further discussion of the Company’s impairment policy and a description of the qualitative and quantitative impairment assessments performed.

There were no impairment charges recorded for long-lived assets, goodwill and intangible assets for the three and nine months ended September 30, 2024. The following table summarizes the Company’s impairment charges for the three and nine months ended September 30, 2023.



	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
U.S. Segment
Theatre properties	$	1.0	$	4.9
Theatre operating lease right-of-use assets		1.0		4.4
Investment in NCMI/NCM		—		0.7
U.S. total		2.0		10.0

International segment
Theatre properties		—		0.6
Theatre operating lease right-of-use assets		—		1.5
International total		—		2.1

Total Impairment	$	2.0	$	12.1

14.

Foreign Currency Translation

The accumulated other comprehensive loss account in Holdings’ stockholders’ equity of $392.8 and $363.9 and CUSA’s stockholder's equity of $395.6 and $366.7, as of September 30, 2024 and December 31, 2023, respectively, primarily includes cumulative net foreign currency losses of $399.3 and $384.9 as of September 30, 2024 and December 31, 2023, respectively, from translating the financial statements of the Company's international subsidiaries and the cumulative changes in fair value of the interest rate swap agreements that are designated as hedges.

As of September 30, 2024, all foreign countries where the Company has operations are non-highly inflationary, other than Argentina. In non-highly inflationary countries, the local currency is the same as the functional currency and any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss. The Company deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. The financial information of the Company’s Argentina subsidiaries was remeasured in U.S. dollars in accordance with ASC Topic 830, Foreign Currency Matters, effective July 1, 2018.

During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies and to remit foreign currency out of Argentina. As a result of these currency exchange controls, markets in Argentina developed a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars out of and into Argentina. In a Blue Chip Swap transaction, an entity buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina, to access U.S. dollars locally, or outside of Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue Chip Swap Rate). The Blue Chip Swap rate is the implicit exchange rate resulting from the Blue Chip Swap transaction. The Blue Chip Swap rate can diverge significantly from Argentina’s official exchange rate. During the nine months ended September 30, 2024 and 2023, the Company entered into Blue Chip Swap transactions that resulted in a loss of approximately $0.9 and $10.1, respectively, which is reflected in “Foreign currency exchange and other related loss” in the Company’s consolidated statement of income for the nine months ended September 30, 2024 and 2023.

Below is a summary of the impact of translating the September 30, 2024 and September 30, 2023 financial statements of the Company’s international subsidiaries:


					Other Comprehensive Income (Loss) for the
	Exchange Rate as of				Nine Months Ended
Country	September 30, 2024		December 31, 2023		September 30, 2024			September 30, 2023
Brazil		5.44		4.85	$	(12.1	)	$	2.2
Chile		899.51		879.54		(1.4	)		(4.3	)
All other						(0.9	)		1.7
					$	(14.4	)	$	(0.4	)

16.

Segments - Holdings

The international market and U.S. market are managed as separate reportable operating segments, with the international segment consisting of operations in Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. The Company closed its one theatre in Curacao in January 2023 and sold the shares of its Ecuador subsidiary in September 2023. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenue. Holdings uses Adjusted EBITDA, as shown in the reconciliation table below, as the primary measure of segment profit and loss to evaluate performance and allocate its resources. The Company does not report total assets by segment because that information is not used to evaluate the performance of, or allocate resources between, segments.

Below is a breakdown of selected financial information by reportable operating segment for Holdings:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue
U.S.	$	744.8		$	686.2		$	1,779.0		$	1,907.2
International		180.4			192.3			464.8			531.3
Eliminations		(3.4	)		(3.7	)		(8.6	)		(10.7	)
Total revenue	$	921.8		$	874.8		$	2,235.2		$	2,427.8

Adjusted EBITDA
U.S.	$	180.7		$	151.2		$	338.6		$	395.4
International		39.8			45.6			94.7			119.1
Total Adjusted EBITDA	$	220.5		$	196.8		$	433.3		$	514.5

Capital expenditures
U.S.	$	33.5		$	26.9		$	67.7		$	70.7
International		9.5			8.2			22.5			19.0
Total capital expenditures	$	43.0		$	35.1		$	90.2		$	89.7

The following table sets forth a reconciliation of net income to Adjusted EBITDA for Holdings:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Net income	$	188.9		$	91.2		$	260.8		$	209.1
Add (deduct):
Income tax (benefit) expense		(42.7	)		21.4			(71.3	)		29.8
Interest expense (1)		36.7			38.1			109.0			112.0
Other income, net (2)		(22.4	)		(4.9	)		(40.0	)		(18.9	)
Cash distributions from equity investees (3)		2.2			1.6			5.1			3.2
Depreciation and amortization		49.1			51.9			148.3			159.6
Impairment of long-lived and other assets		—			2.0			—			12.1
(Gain) loss on disposal of assets and other		(0.1	)		(6.1	)		2.0			(8.8	)
Loss on debt amendments and extinguishments		3.0			—			5.5			10.7
Non-cash rent expense		(2.6	)		(4.8	)		(10.2	)		(13.2	)
Share-based awards compensation expense		8.4			6.4			24.1			18.9
Adjusted EBITDA	$	220.5		$	196.8		$	433.3		$	514.5

(1)

Includes amortization of debt issuance costs, amortization of original issue discount, and amortization of accumulated gains for amended swap agreements.

(2)

Includes interest income, foreign currency exchange and other related loss, interest expense - NCM, equity in income of affiliates and net gain on investment in NCMI.

(3)

Reflects cash distributions received from equity investees that were recorded as a reduction of the respective investment balances. These distributions are reported entirely within the U.S. operating segment.

Financial Information About Geographic Areas

Below is a breakdown of selected financial information for Holdings by geographic area:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Revenue	2024			2023			2024			2023
U.S.	$	744.8		$	686.2		$	1,779.0		$	1,907.2
Brazil		70.9			70.3			183.8			183.5
Other international countries		109.5			122.0			281.0			347.8
Eliminations		(3.4	)		(3.7	)		(8.6	)		(10.7	)
Total	$	921.8		$	874.8		$	2,235.2		$	2,427.8


	As of		As of
Theatre properties and equipment, net	September 30, 2024		December 31, 2023
U.S.	$	973.3	$	1,002.1
Brazil		47.6		54.7
Other international countries		100.3		104.9
Total	$	1,121.2	$	1,161.7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes and schedules included elsewhere in this report. Amounts included in the following discussion, except for theatres, screens, average screens, average ticket price and concessions revenue per patron, are rounded in millions.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. As of September 30, 2024, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 16 to the condensed consolidated financial statements.

The success of the theatrical exhibition industry is contingent upon several key factors, including the volume of new film content available, which has been impacted by the effects of the COVID-19 pandemic and last year’s writers’ and actors’ guilds strikes (the “Hollywood strikes”), the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in-and-out-of-home entertainment.

We generate revenue primarily from filmed entertainment box office receipts and concession sales with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, vendor marketing promotions, studio trailer placements, meeting rentals and electronic video games located in some of our theatres. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as the Metropolitan Opera, concert events, live and pre-recorded sports programs and other special events in our theatres. NCM provides our domestic theatres with various forms of in-theatre advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.

Films leading the box office during the nine months ended September 30, 2024 included Inside Out 2, Deadpool & Wolverine, Despicable Me 4, Dune: Part Two, Twisters, and Beetlejuice Beetlejuice.

Film rental costs are variable in nature and fluctuate with our admissions revenue. Film rental costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. Advertising costs, which are expensed as incurred, are primarily related to expanding our customer base, increasing the frequency of visits and growing loyalty. These expenses vary depending on the timing and length of such campaigns.

Concession supplies expense is variable in nature and fluctuates with our concession revenue and also product mix. Inflationary pressures have impacted, and may continue to impact, product costs in the near term. We source products from a variety of partners around the world to minimize supply chain interruptions and price increases, wherever possible.

Although salaries and wages include a fixed cost component (i.e., the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages tend to move in relation to anticipated changes in attendance. Staffing levels may vary based on the amenities offered at each location, such as full-service restaurants, bars or expanded food and beverage options. In certain international locations, staffing levels are also subject to local regulations, including minimum hour requirements. Inflationary pressures have driven increases in wage rates across our labor base and increases may continue in the future.

Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certain leases are subject to percentage rent only, while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease expense as a percentage of revenue is also affected by the number of theatres under operating leases, the number of theatres under finance leases and the number of owned theatres.

Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, janitorial costs, credit card fees, third party ticket sales commissions, gift card commissions, repairs and maintenance expenses, security services, and projection and sound equipment maintenance expenses.

General and administrative expenses to support the overall management of the Company are primarily fixed in nature. Fixed expenses include salaries, wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software license and maintenance costs and audit fees. General and administrative expenses also include some variable expenses such as incentive compensation, consulting and legal fees, supplies, and other costs that are not specifically associated with the operations of our theatres.

The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating income of Holdings along with each of those items as a percentage of revenue.

Three months ended September 30, 2024 (the “third quarter of 2024”) versus the three months ended September 30, 2023 (the “third quarter of 2023”)

Third quarter of 2024 - The North American Industry box office generated approximately $2.7 billion during the third quarter of 2024, which included Deadpool & Wolverine, Despicable Me 4, Twisters, Beetlejuice Beetlejuice, and the carryover of Inside Out 2.

Third quarter of 2023 - The North American Industry box office was approximately $2.7 billion during the third quarter of 2023, which included Barbie, Oppenheimer, Sound of Freedom, Mission: Impossible - Dead Reckoning Part One, and Indiana Jones and the Dial of Destiny.

Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.

Salaries and wages increased 2.4% to $91.1 million for the third quarter of 2024 compared with $89.0 million for the third quarter of 2023 due to higher wage rates and expanded operating hours, partially offset by the impact of labor productivity initiatives. Facility lease expense, which is predominantly fixed in nature, increased 4.1% to $63.5 million primarily due to higher percentage rent. Utilities and other costs decreased 1.6% to $97.3 million, driven by lower repairs and maintenance and janitorial costs.

Film rentals and advertising costs were 50.8% of admissions revenue as reported for the third quarter of 2024 compared with 50.4% for the third quarter of 2023 driven by the overall mix of films. Concession supplies expense was 22.5% of concessions revenue as reported for the third quarter of 2024 compared with 21.3% for the third quarter of 2023. The increase in the concession supplies rate was in part driven by product mix.

Salaries and wages, facility lease expense and utilities and other expenses, as reported, were lower for the third quarter of 2024 as a result of favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $29.4 million for the third quarter of 2024 primarily due to wage rate inflation, partially offset by labor productivity initiatives and lower attendance. Facility lease expense increased to $31.0 million in constant currency for the third quarter of 2024 driven by inflationary increases and the return of certain minimum rent thresholds, partially offset by lower percentage rent. Utilities and other costs increased to $46.3 million in constant currency for the third quarter of 2024 primarily due to inflationary pressures and higher utility costs.

General and Administrative Expense. General and administrative expense for Holdings increased to $56.4 million for the third quarter of 2024 compared with $48.2 million for the third quarter of 2023. General and administrative expense for CUSA increased to $55.5 million for the third quarter of 2024 compared with $47.5 million for the third quarter of 2023. The increase for both Holdings and CUSA is primarily due to wages and benefits inflation, higher incentive and share-based compensation and higher professional fees, partially offset by the favorable impact of exchange rate fluctuations.

Depreciation and Amortization. Depreciation and amortization expense decreased to $49.1 million for the third quarter of 2024 compared with $51.9 million for the third quarter of 2023 due in part to lower levels of capital expenditures post-pandemic and the favorable impact of exchange rate fluctuations.

Gain on Disposal of Assets and Other. A gain on disposal of assets and other of $0.1 million was recorded for the third quarter of 2024 compared with a gain of $6.1 million for the third quarter of 2023. Activity for the third quarter of 2023 was primarily related to the sale of our Ecuador subsidiary in September 2023.

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated gains for swap amendments, was $36.7 million during the third quarter of 2024 compared with $38.1 million during the third quarter of 2023. The interest expense attributable to CUSA, which includes amortization of debt issuance costs

and original issue discount and amortization of accumulated gains for swap amendments, was $30.6 million during the third quarter of 2024 compared with $32.1 million during the third quarter of 2023. The decrease in interest expense was primarily due to the redemption of the remaining 8.75% Secured Notes, the extinguishment of the 5.875% Senior Notes, and the amendment and extension of our interest rate swaps, partially offset by the impact of the issuance of the 7.00% Senior Notes. See further discussion in Liquidity and Capital Resources below.

Interest Income. Interest income for Holdings was $14.2 million during the third quarter of 2024 compared with $15.3 million during the third quarter of 2023. The interest income attributable to CUSA was $11.1 million during the third quarter of 2024 compared with $12.2 million during the third quarter of 2023. The decrease in interest income primarily reflects the impact of interest rate fluctuations on our cash balances.

Loss on Debt Amendments and Extinguishments. We recorded a loss on amendment and extinguishment of debt of $3.0 million during the third quarter of 2024 related to the early extinguishment of the 5.875% Senior Notes. See Note 7 to the condensed consolidated financial statements for additional information.

Foreign Currency Exchange and Other Related Loss. We recorded a foreign currency exchange loss of $3.0 million during the third quarter of 2024 compared with a loss of $11.0 million during the third quarter of 2023. Activity for the third quarter of 2024 and 2023 includes losses of $0.9 million and $5.2 million, respectively, associated with Blue Chip Swap transactions. Excluding the impact of Blue Chip Swap transactions, the loss on foreign currency exchange is primarily related to currency exchange fluctuations from original transaction dates until settlement. See Note 14 to the condensed consolidated financial statements for a discussion of Blue Chip Swap transactions.

Equity in Income of Affiliates. Equity in income of affiliates of $5.0 million was recorded during the third quarter of 2024 compared with $1.5 million during the third quarter of 2023 driven by higher income earned from our investment in AC JV LLC during the third quarter of 2024. See Note 9 to the condensed consolidated financial statements for information about our equity investments.

Net Gain on Investment in NCMI. We recorded a net gain on our investment in NCMI of $11.6 million during the third quarter of 2024 compared with $4.7 million during the third quarter of 2023, related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 8 to the condensed consolidated financial statements for information about our investment in NCMI.

Income Taxes - Holdings. An income tax benefit of $42.7 million was recorded for the third quarter of 2024 compared with income tax expense of $21.4 million for the third quarter of 2023. The effective tax rate was approximately (29.2)% for the third quarter of 2024 compared with 19.0% for the third quarter of 2023. The effective tax rate for the third quarter of 2024 was favorably impacted by changes in valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets. The effective tax rate for the third quarter of 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in various jurisdictions. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Income Taxes - CUSA. An income tax benefit of $39.7 million was recorded for the third quarter of 2024 compared with income tax expense of $17.4 million for the third quarter of 2023. The effective tax rate was approximately (26.4)% for the third quarter of 2024 compared with 15.0% for the third quarter of 2023. The effective tax rate for the third quarter of 2024 was favorably impacted by changes in valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets. The effective tax rate for the third quarter of 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in various jurisdictions. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Nine months ended September 30, 2024 (the “2024 period”) versus the nine months ended September 30, 2023 (the “2023 period”)

2024 Period - The North American Industry box office generated approximately $6.4 billion during the 2024 period, which included Inside Out 2, Deadpool & Wolverine, Despicable Me 4, Dune: Part Two, and Twisters.

2023 Period - The North American Industry box office was approximately $7.2 billion during the 2023 period, which included the carryover of Avatar: The Way of Water as well as new releases including Barbie, The Super Mario Bros. Movie, Spider-Man: Across the Spider-Verse, Guardians of the Galaxy Vol. 3, and Oppenheimer.

Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.

Salaries and wages decreased 3.4% to $244.4 million for the 2024 period compared with $253.0 million for the 2023 period due to lower attendance and the impact of labor productivity initiatives, partially offset by higher wage rates and expanded operating hours. Facility lease expense, which is predominantly fixed in nature, decreased to $184.0 million primarily due to theatre closures and lease renegotiations, partially offset by higher percentage rent. Utilities and other costs decreased 5.2% to $255.7 million, as many of these costs are variable or semi-variable in nature and were impacted by the decrease in attendance. A decrease in property taxes also contributed to the decline in utilities and other costs.

Film rentals and advertising costs were 50.0% of admissions revenue as reported for the 2024 period compared with 50.7% for the 2023 period due to the overall mix of film releases. Concession supplies expense was 21.9% of concessions revenue as reported for the 2024 period compared with 21.7% for the 2023 period. The increase in the concession supplies rate was primarily driven by inflationary pressures offset by the impact of strategic pricing actions.

Salaries and wages, facility lease expense and utilities and other expenses, as reported, were lower for the 2024 period as a result of favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $80.4 million for the 2024 period primarily driven by wage rate inflation, partially offset by labor productivity initiatives and lower attendance. Facility lease expense increased to $81.4 million in constant currency for the 2024 period primarily due to inflationary increases and the return of certain minimum rent thresholds, partially offset by lower percentage rent. Utilities and other costs increased to $120.6 million in constant currency for the 2024 period due to inflationary pressures and higher utility costs.

General and Administrative Expense. General and administrative expense for Holdings increased to $161.0 million for the 2024 period compared with $144.7 million for the 2023 period. General and administrative expense for CUSA increased to $158.2 million for the 2024 period compared with $142.2 million for the 2023 period. The increase for both Holdings and CUSA is primarily due to wages and benefits inflation, as well as higher incentive and share-based compensation and related payroll taxes, partially offset by the favorable impact of exchange rate fluctuations.

Depreciation and Amortization. Depreciation and amortization expense decreased to $148.3 million for the 2024 period compared with $159.6 million for the 2023 period due in part to lower levels of capital expenditures post-pandemic, the impairment of assets during 2023 and the favorable impact of exchange rate fluctuations.

Loss (Gain) on Disposal of Assets and Other. A loss on disposal of assets and other of $2.0 million was recorded for the 2024 period compared with a gain of $8.8 million for the 2023 period. Activity for the 2024 period was primarily related to the removal and disposal of equipment at closed theatres. Activity for the 2023 period was primarily related to the sale of our Ecuador subsidiary in September 2023 and the write-off of operating lease obligations for theatres that were closed during the 2023 period.

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated gains for swap amendments, was $109.0 million during the 2024 period compared with $112.0 million during the 2023 period. The interest expense attributable to CUSA, which includes amortization of debt issuance costs and original issue

discount and amortization of accumulated gains for swap amendments, was $90.8 million during the 2024 period compared with $93.9 million during the 2023 period. The decrease in interest expense was primarily due to the redemption of the remaining 8.75% Secured Notes, the extinguishment of the 5.875% Senior Notes, and the amendment and extension of our interest rate swaps, partially offset by a higher average interest rate on our term loan and the impact of the issuance of the 7.00% Senior Notes. See further discussion in Liquidity and Capital Resources below.

Interest Income. Interest income for Holdings was $40.3 million during the 2024 period compared with $40.2 million during the 2023 period. The interest income attributable to CUSA was $30.8 million during the 2024 period compared with $31.5 million during the 2023 period.

Loss on Debt Amendments and Extinguishments. We recorded a loss on amendments and extinguishments of debt of $5.5 million during the 2024 period related to the amendment of our Senior Secured Credit Facility, the redemption of the remaining 8.75% Secured Notes, and the extinguishment of the 5.875% Senior Notes. We recorded a loss on amendments and extinguishments of debt of $10.7 million during the 2023 period related to the amendment of our Senior Secured Credit Facility and the partial redemption of the 8.75% Secured Notes. See Note 7 to the condensed consolidated financial statements for additional information.

Foreign currency exchange and other related loss. We recorded a foreign currency exchange loss of $7.9 million during the 2024 period compared with a loss of $19.4 million during the 2023 period. Activity for the 2024 and 2023 period includes losses of $0.9 million and $10.1 million, respectively, associated with Blue Chip Swap transactions. Excluding the impact of Blue Chip Swap transactions, the loss on foreign exchange is primarily related to currency exchange fluctuations from original transaction dates until settlement. See note 14 to the condensed consolidated financial statements for a discussion of Blue Chip Swap transactions.

Equity in Income of Affiliates. Equity in income of affiliates of $11.3 million was recorded during the 2024 period compared with $1.2 million during the 2023 period driven by higher income earned from our investment in AC JV, LLC during the 2024 period and the absence of a loss from our investment in NCMI, which is now accounted for under the fair value basis of accounting. See Note 8 and Note 9, respectively, to the condensed consolidated financial statements for information about our investment in NCMI and our equity investments.

Net Gain on Investment in NCMI. We recorded a net gain on our investment in NCMI of $12.8 million during the 2024 period compared with $13.9 million during the 2023 period, primarily related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 8 to the condensed consolidated financial statements for information about our investment in NCMI.

Income Taxes - Holdings. An income tax benefit of $71.3 million was recorded for the 2024 period compared with income tax expense of $29.8 million for the 2023 period. The effective tax rate was approximately (37.6)% for the 2024 period compared with 12.5% for the 2023 period. During the 2024 period, a deferred tax benefit of $116.3 million was recorded discretely related to the release of valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets as well as deferred tax assets in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. The effective tax rate for the 2023 period was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Income Taxes - CUSA. An income tax benefit of $67.6 million was recorded for the 2024 period compared with income tax expense of $24.2 million for the 2023 period. The effective tax rate was approximately (33.7)% for the 2024 period compared with 9.7% for the 2023 period. During the 2024 period, a deferred tax benefit of 112.4 million was recorded discretely related to the release of valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets as well as deferred tax assets in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. The effective tax rate for the 2023 period was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

We primarily collect our revenue in cash, mainly through box office receipts and the sale of concessions. Our revenue is generally received in cash prior to the payment of related expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. However, our working capital position will continue to fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our long-term debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive bonuses. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and expected cash requirements from known contractual obligations for the next twelve months and beyond.

Cash provided by operating activities was $269.6 million for Holdings and $279.5 million for CUSA for the nine months ended September 30, 2024, compared with cash provided by operating activities of $335.8 million for Holdings and $347.9 million for CUSA for the nine months ended September 30, 2023. The decrease in cash provided by operating activities was primarily driven by the timing and level of revenue earned during each period partially offset by the timing of payments to vendors for expenses incurred during each period.

Investing activities have been principally related to the development and remodel of theatres. New theatre openings and remodels historically have been financed with internally generated cash and by debt financing, including borrowings under our senior secured credit facility. Cash used for investing activities was $89.1 million and $74.9 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in cash used for investing activities was primarily due to the proceeds from the sale of our Ecuador subsidiary during the nine months ended September 30, 2023.

Below is a summary of capital expenditures, disaggregated by new and existing theatres, for the nine months ended September 30, 2024 and 2023 (in millions):

We operated 499 theatres with 5,680 screens worldwide as of September 30, 2024. Theatres and screens opened and closed during the nine months ended September 30, 2024 were as follows:

Actual expenditures for continued theatre development, remodels and acquisitions are subject to change based upon the availability of attractive opportunities. During the next twelve months and the foreseeable future, we plan to fund capital expenditures for our continued development with cash flow from operations and, if needed, borrowings under our senior secured credit facility, proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

Cash used for financing activities was $94.7 million and $118.0 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in cash used for financing activities was primarily due to the repayment of the 5.875% Senior Notes and the redemption of the remaining 8.75% secured notes, partially offset by the issuance of the 7.00% Senior Notes during the nine months ended September 30, 2024.

Holdings, at the discretion of its board of directors and subject to applicable law, may pay dividends on its common stock. The amount of the dividends to be paid in the future, if any, will depend upon available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows, as well as other relevant factors. As a result of the impact of the COVID-19 pandemic, Holdings’ Board of Directors has suspended the quarterly dividend to shareholders.

We may, from time to time, seek to retire or repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the availability and prices of such debt securities, prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We expect to repay the principal amount of our 4.50% Convertible Senior Notes upon their maturity in August 2025 with cash on hand, and could fund the remainder with a combination of cash, shares or a combination thereof. See “4.50% Convertible Senior Notes” below. Also see Note 7 to the condensed consolidated financial statements for a summary of long-term debt outstanding as of September 30, 2024 for Holdings and CUSA.

There have been no material changes in the contractual obligations previously disclosed in “Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.

On August 21, 2020, Holdings issued $460.0 million 4.50% convertible senior notes (the “4.50% Convertible Senior Notes”). The notes will mature on August 15, 2025, unless earlier repurchased or converted. Interest on the notes is payable on February 15 and August 15 of each year.

Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Holdings’ common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights, options or warrants entitling them to purchase shares at a discount to the recent average trading price of Holdings’ common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ common stock; or (3) upon the occurrence of specified corporate events as described further in the indenture. Prior to May 15, 2025, holders may convert their notes during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $18.66 per share (130% of the initial conversion price of $14.35 per share), on each applicable trading day. The closing price of Holdings' common stock exceeded $18.66 per share (130% of the initial conversion price of $14.35 per share) during at least 20 of the last 30 trading days of the quarter ended September 30, 2024 and, therefore, the 4.50% Convertible Senior Notes will be convertible during the fourth quarter of 2024. Beginning May 15, 2025, holders may convert their notes at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.

The current conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate will be subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such make-whole fundamental change.

Holdings entered into hedge transactions with counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings' common stock underlying the 4.50% Convertible Notes, which initially gives Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $14.35 per share. Concurrently with entering into the convertible note hedge transactions, Holdings also entered into warrant transactions with each option counterparty whereby Holdings sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Holdings' common stock, which initially gives the option counterparties the option to purchase approximately 32.0 shares at a price of approximately $22.08 per share. The economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes to approximately $22.08 per share of Holdings’ common stock. The warrants expire 1/80th per trading day between November 15, 2025 and March 12, 2026.

The 4.50% Convertible Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Notes are structurally subordinated to all existing and future debt and other liabilities, including trade payables, and including CUSA’s 5.25% Senior Notes due 2028 and 7.00% Senior Notes due 2032, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement, as defined below, which are guaranteed by Holdings). The 4.50% Convertible Notes rank equally in right of payment with all existing and future unsubordinated debt, including all obligations under the Credit Agreement, which is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Notes. The 4.50% Convertible Notes are not guaranteed by any of Holdings' subsidiaries.

On May 26, 2023, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to provide for an aggregate principal amount of $775.0 million, consisting of a $650.0 million term loan with a maturity date of May 24, 2030 and a $125.0 million revolving credit facility with a maturity date of May 26, 2028. The term loan and revolving credit facility are subject to a springing maturity date of April 15, 2028 if CUSA’s 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such date, as more specifically described in the Credit Agreement.

On May 28, 2024, CUSA amended and restated its senior secured credit facility to reduce the rate at which the term loan bears interest by 0.50% and reset the 101% soft call for another six months (the “2024 Amendment”). See below for additional discussion of interest rates on the term loan, and Note 7 to the condensed consolidated financial statements for additional information on the 2024 Amendment.

Under the Credit Agreement, principal payments of $1.6 million are due on the term loan quarterly through March 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030.

Pursuant to the 2024 Amendment noted above, interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate (“SOFR”) as published by CME Group Benchmark Administration Limited and identified by Barclay's Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6

months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the “Term SOFR Rate”), subject to a floor of 0.50% per annum, plus an applicable margin of 3.25% per annum, or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00% and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00% (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50% per annum, plus, in the case of this clause (ii), an applicable margin of 2.25% per annum effective.

Interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 3.00% to 3.50% per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00% per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 2.00% to 2.50%. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of September 30, 2024, the applicable margin was 3.00%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.20% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.20% at September 30, 2024.

CUSA’s obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the “Other Guarantors”) and are secured by security interests in all of CUSA, and substantially all of Holdings’ and the Other Guarantors’ personal property.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of September 30, 2024, there were no revolving credit loans outstanding, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was below zero.

The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable.

The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of September 30, 2024, the Consolidated Net Total Leverage Ratio was 2.14 to 1.00 and the Available Amount was $752.8 million. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount.

We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding. See Note 7 to the condensed consolidated financial statements for discussion of the interest rate swaps.

As of September 30, 2024, there was $640.3 million outstanding under the term loan and no borrowings were outstanding under the $125.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of September 30, 2024 was approximately 6.9% per annum, after giving effect to the interest rate swap agreements.

On July 18, 2024, CUSA issued $500.0 million 7.00% senior unsecured notes, at par (the “7.00% Senior Notes”). The notes will mature on August 1, 2032. Interest on the 7.00% Senior Notes will be payable on February 1 and August 1 of each year, beginning on February 1, 2025. CUSA incurred debt issuance costs of approximately $8.7 million in connection with the issuance, which were recorded as a reduction of long-term debt on the Company’s consolidated balance sheet. Proceeds, net of fees, were used to repay CUSA’s 5.875% $405.0 million aggregate principal amount of Senior Notes due March 2026 (the “5.875% Senior Notes”), as discussed below under 5.875% Secured Notes. The remainder of the net proceeds will be used for general corporate purposes.

The notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other

debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA’s guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt, including the 5.25% senior notes due 2028 and all borrowings under CUSA’s Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to the 4.50% convertible senior notes due 2025, and all future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.

CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes, plus accrued and unpaid interest, if any, on the 7.00% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below:

Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes outstanding issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the date of the closing of such equity offerings.

The indenture governing the 7.00% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) incur or guarantee additional indebtedness, (2) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (3) make certain investments, (4) engage in certain transactions with affiliates, (5) incur or assume certain liens, and (6) consolidate, merge or transfer all or substantially all of its assets. Additionally, upon a change in control, as defined in the indenture governing the 7.00% Senior Notes, CUSA would be required to make an offer to repurchase all of the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase.

On March 16, 2021, CUSA issued $405.0 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Interest on the 5.875% Senior Notes was payable on March 15 and September 15 of each year. The 5.875% Senior Notes were scheduled to mature on March 15, 2026.

Concurrently with the 7.00% Senior Notes bond offering discussed above, on July 9, 2024, CUSA commenced a cash tender offer to purchase any and all of CUSA’s 5.875% Senior Notes. On July 18, 2024, CUSA completed the tender of $345.3 aggregate principal amount of the notes. After the expiration of the tender offer, $59.7 million aggregate principal amount of the 5.875% Senior Notes remained outstanding.

On September 19, 2024, CUSA, as permitted by the terms of the indenture governing the 5.875% Senior Notes, irrevocably deposited non-callable U.S. government treasury securities with a trustee in an amount sufficient to fund the repayment of the remaining $59.7 million principal amount of the 5.875% Senior Notes on March 15, 2025 (the “Redemption Date”) at 100% of the principal amount plus accrued and unpaid interest thereon. After the deposit of such funds with the trustee, CUSA’s obligations under the indenture with respect to the 5.875% Senior Notes were satisfied and discharged and the transaction was accounted for as a debt extinguishment.

As a result of the debt extinguishment CUSA recognized a loss of $3.0 related to the write-off of unamortized debt issuance costs as well as legal and other fees incurred in connection with the transactions, which is reflected in “Loss on debt amendments and extinguishments” in the Company’s condensed consolidated statement of income for the three and nine months ended September 30, 2024. See Note 7 to the condensed consolidated financial statements for a discussion of the satisfaction and discharge of the 5.875% Senior Notes completed on September 19, 2024.

On June 15, 2021, CUSA issued $765.0 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year. The 5.25% Senior Notes mature on July 15, 2028.

The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA's or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to

CUSA’s and the guarantors’ existing and future senior debt, including borrowings under CUSA's Credit Agreement (as defined below) and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement, to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50% convertible senior notes due 2025 issued by Holdings.

CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture.

On April 20, 2020, CUSA issued $250.0 million 8.75% senior secured notes (the “8.75% Secured Notes”) with a maturity date of May 1, 2025. Interest on the 8.75% Secured Notes was payable on May 1 and November 1 of each year. CUSA could redeem the 8.75% Secured Notes in whole or in part at redemption prices specified in the indenture.

On May 1, 2023, CUSA redeemed $100.0 million in principal amount of the 8.75% Secured Notes plus accrued interest thereon for $106.6 million in cash. Following the redemption, $150.0 million in aggregate principal amount of the 8.75% Secured Notes remained outstanding.

On May 1, 2024, CUSA redeemed the remaining $150.0 million in outstanding principal amount of the 8.75% Secured Notes at par plus accrued interest thereon for $156.6 million in cash. Upon redemption, the indenture governing the 8.75% Secured Notes was fully satisfied and discharged. See Note 7 to the condensed consolidated financial statements for additional information on the redemption.

In August, 2024, one of the Company’s international subsidiaries paid off its outstanding bank loan. The bank loan was scheduled to mature in January 2029.

The indentures governing the 7.00% Senior Notes and the 5.25% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of September 30, 2024, CUSA could have distributed up to approximately $3.9 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 7.00% Senior Notes and the 5.25% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow CUSA to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of September 30, 2024 was 5.1 to 1.

See discussion of dividend restrictions and the net senior secured leverage ratio under the Credit Agreement at Senior Secured Credit Facility above.

As of September 30, 2024, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

We have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates.

The Company currently has variable rate debt. An increase or decrease in interest rates would affect its interest expense related to this variable rate debt. At September 30, 2024, we had an aggregate of $190.3 million of variable rate debt outstanding, after giving effect to the interest rate swaps. Based on the interest rates in effect on the variable rate debt outstanding at September 30, 2024, a 100 basis point increase in market interest rates would increase our annual interest expense by $1.9 million.

The tables below provide information about Holdings' and CUSA’s fixed rate and variable rate long-term debt agreements as of September 30, 2024. The Company has three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan debt. See Interest Rate Swap Agreements below. Holdings’ long-term debt agreements include fixed rate and variable rate long-term debt of CUSA, which is guaranteed by Holdings.

All of the interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on each of Holdings’ and CUSA’s condensed consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 7 to the condensed consolidated financial statements for further discussion of the interest rate swap agreements.

There have been no material changes in foreign currency exchange rate risk previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.

As of September 30, 2024, under the supervision and with the participation of Holdings’ and CUSA’s principal executive officer and principal financial officer, Holdings and CUSA carried out an evaluation required by the Exchange Act of the effectiveness of the design and operation of their respective disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, Holdings’ and CUSA’s principal executive officer and principal financial officer concluded that, as of September 30, 2024, each of Holdings’ and CUSA’s respective disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by each of Holdings and CUSA in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to Holdings’ and CUSA’s management, including Holdings’ and CUSA’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There have been no changes in Holdings’ and CUSA’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, Holdings’ and CUSA’s internal control over financial reporting.

Other than the discussion at Note 18, there have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.

We believe there have been no material changes in our risk factors from those disclosed in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.

(1) Represents shares of Holdings’ common stock (in thousands) repurchased in July, August and September of 2024 to satisfy employee tax-withholding obligations upon vesting in restricted stock and performance stock units. See Note 10 to the condensed consolidated financial statements.

For a description of limitations on the payment of Holdings’ dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

As required by the indentures governing CUSA’s 7.00% Senior Notes and 5.25% Senior Notes, collectively “the senior notes”, CUSA has included in this filing interim financial information for its subsidiaries that have been designated as unrestricted subsidiaries, as defined by the indentures. As required by these indentures, CUSA has included an unaudited condensed consolidating balance sheet and unaudited condensed consolidating statements of income, comprehensive income and cash flows for CUSA. See Liquidity and Capital Resources at Part I - Item 2 for discussion of the senior notes, including relevant covenants and restrictions. The following supplementary schedules separately identify CUSA’s restricted subsidiaries and unrestricted subsidiaries as required by the indentures.

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Cinemark Holdings, Inc. ("Holdings")	Common stock, par value $.001 per share	CNK	New York Stock Exchange
Cinemark USA, Inc. ("CUSA")	None	None	None


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐


			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Cinemark Holdings, Inc. and Subsidiaries Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
		Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023	4
		Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	5
		Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2024 and 2023	6
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	8
		Cinemark USA, Inc. and Subsidiaries Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	9
		Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023	10
		Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	11
		Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2024 and 2023	12
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	14
		Cinemark Holdings, Inc. and Cinemark USA, Inc. Notes to Condensed Consolidated Financial Statements	15

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

	Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	54

	Item 1A.	Risk Factors	54

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

	Item 5.	Other Information	55

	Item 6.	Exhibits	61

SIGNATURES			62


	September 30,			December 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	928.3		$	849.1
Inventories		29.3			23.3
Accounts receivable		91.4			80.4
Current income tax receivable		39.8			56.7
Prepaid expenses and other		47.5			50.5
Total current assets		1,136.3			1,060.0
Theatre properties and equipment, net		1,121.2			1,161.7
Operating lease right-of-use assets, net		969.6			986.4
Other long-term assets
Goodwill		1,245.5			1,251.0
Intangible assets, net		301.2			302.8
Investment in NCMI		30.8			18.1
Investments in affiliates		29.8			23.6
Long-term deferred tax asset		68.4			7.7
Deferred charges and other assets, net		32.1			25.5
Total other long-term assets		1,707.8			1,628.7
Total assets	$	4,934.9		$	4,836.8
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	463.4		$	7.8
Current portion of operating lease obligations		211.9			212.5
Current portion of finance lease obligations		16.4			14.0
Current income tax payable		1.8			4.2
Accounts payable and accrued expenses		463.0			491.8
Total current liabilities		1,156.5			730.3
Long-term liabilities
Long-term debt, less current portion		1,870.4			2,391.3
Operating lease obligations, less current portion		825.7			853.3
Finance lease obligations, less current portion		94.1			73.8
Long-term deferred tax liability		3.8			51.7
Long-term liability for uncertain tax positions		50.4			48.0
NCM screen advertising advances		321.1			328.4
Other long-term liabilities		45.0			41.2
Total long-term liabilities		3,210.5			3,787.7
Equity
Cinemark Holdings, Inc.'s stockholders' equity:
Common stock, $0.001 par value: 300,000,000 shares authorized, 128,696,154 shares issued and 122,371,884 shares outstanding at September 30, 2024 and 127,598,774 shares issued and 121,596,206 shares outstanding at December 31, 2023		0.1			0.1
Additional paid-in-capital		1,267.8			1,244.3
Treasury stock, 6,324,270 and 6,002,568 shares, at cost, at September 30, 2024 and December 31, 2023, respectively		(102.7	)		(98.3	)
Accumulated deficit		(214.0	)		(472.4	)
Accumulated other comprehensive loss		(392.8	)		(363.9	)
Total Cinemark Holdings, Inc.'s stockholders' equity		558.4			309.8
Noncontrolling interests		9.5			9.0
Total equity		567.9			318.8
Total liabilities and equity	$	4,934.9		$	4,836.8


																Total
													Accumulated			Cinemark
	Common Stock							Additional					Other			Holdings, Inc.'s
	Shares				Treasury			Paid-in-		Accumulated			Comprehensive			Stockholders’			Noncontrolling			Total
	Issued		Amount		Stock			Capital		Deficit			Loss			Equity			Interests			Equity
Balance at January 1, 2024		127.6	$	0.1	$	(98.3	)	$	1,244.3	$	(472.4	)	$	(363.9	)	$	309.8		$	9.0		$	318.8
Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the three months ended March 31, 2024		—		—		(4.2	)		—		—			—			(4.2	)		—			(4.2	)
Issuance of stock upon vesting of performance stock units		0.1		—		—			—		—			—			—			—			—
Issuance of share-based awards and share-based awards compensation expense		0.9	—		—				6.4		—			—			6.4			—			6.4
Net income		—	—		—				—		24.8			—			24.8			0.5			25.3
Distributions to noncontrolling interests		—		—		—			—		—			—			—			(0.5	)		(0.5	)
Amortization of accumulated gains for amended swap agreements		—	—		—				—		—			(3.1	)		(3.1	)		—			(3.1	)
Other comprehensive loss		—	—		—				—		—			(7.3	)		(7.3	)		—			(7.3	)
Balance at March 31, 2024		128.6	$	0.1		(102.5	)	$	1,250.7	$	(447.6	)	$	(374.3	)	$	326.4		$	9.0		$	335.4
Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the three months ended June 30, 2024		—		—		(0.2	)		—		—			—			(0.2	)		—			(0.2	)
Issuance of share-based awards and share-based awards compensation expense		0.1		—		—			9.3		—			—			9.3			—			9.3
Net income		—		—		—			—		45.8			—			45.8			0.8			46.6
Distributions to noncontrolling interests		—		—		—			—		—			—			—			(0.6	)		(0.6	)
Amortization of accumulated gains for amended swap agreements		—		—		—			—		—			(3.7	)		(3.7	)		—			(3.7	)
Other comprehensive loss		—		—		—			—		—			(11.8	)		(11.8	)		—			(11.8	)
Balance at June 30, 2024		128.7	$	0.1	$	(102.7	)	$	1,260.0	$	(401.8	)	$	(389.8	)	$	365.8		$	9.2		$	375.0
Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the three months ended September 30, 2024		—		—		—			—		—			—			—			—			—
Issuance of share-based awards and share-based awards compensation expense		—	—			—			7.8		—			—			7.8			—			7.8
Net income		—	—			—			—		187.8			—			187.8			1.1			188.9
Distributions to noncontrolling interests		—	—			—			—		—			—			—			(0.8	)		(0.8	)
Amortization of accumulated gains for amended swap agreements		—		—		—			—		—			(3.7	)		(3.7	)		—			(3.7	)
Other comprehensive loss		—		—		—			—		—			0.7			0.7			—			0.7
Balance at September 30, 2024		128.7	$	0.1	$	(102.7	)	$	1,267.8	$	(214.0	)	$	(392.8	)	$	558.4		$	9.5		$	567.9


																				Total
	Class A				Class B												Accumulated			Cinemark
	Common Stock				Common Stock							Additional					Other			USA, Inc's
	Shares				Shares				Treasury			Paid-in-		Accumulated			Comprehensive			Stockholder's			Noncontrolling			Total
	Issued		Amount		Issued		Amount		Stock			Capital		Deficit			Loss			Equity			Interests			Equity
Balance at January 1, 2024		—	$	—	0.2		$	49.5	$	(24.2	)	$	1,503.3	$	(570.6	)	$	(366.7	)	$	591.3		$	9.0		$	600.3
Share-based awards compensation expense		—		—		—		—		—			6.0		—			—			6.0			—			6.0
Net income		—		—		—		—		—			—		27.4			—			27.4			0.5			27.9
Distributions to noncontrolling interests		—		—		—		—		—			—		—			—			—			(0.5	)		(0.5	)
Amortization of accumulated gains for amended swap agreements		—		—		—		—		—			—		—			(3.1	)		(3.1	)		—			(3.1	)
Other comprehensive loss		—		—		—		—		—			—		—			(7.3	)		(7.3	)		—			(7.3	)
Balance at March 31, 2024		—	$	—		0.2	$	49.5	$	(24.2	)	$	1,509.3	$	(543.2	)	$	(377.1	)	$	614.3		$	9.0		$	623.3
Share-based awards compensation expense		—		—		—		—		—			9.0		—			—			9.0			—			9.0
Net income		—		—		—		—		—			—		50.1			—			50.1			0.8			50.9
Distributions to noncontrolling interests		—		—		—		—		—			—		—			—			—			(0.6	)		(0.6	)
Amortization of accumulated gains for amended swap agreements		—		—		—		—		—			—		—			(3.7	)		(3.7	)		—			(3.7	)
Other comprehensive loss		—		—		—		—		—			—		—			(11.8	)		(11.8	)		—			(11.8	)
Balance at June 30, 2024		—	$	—		0.2	$	49.5	$	(24.2	)	$	1,518.3	$	(493.1	)	$	(392.6	)	$	657.9		$	9.2		$	667.1
Share-based awards compensation expense		—		—		—		—		—			7.5		—			—			7.5			—			7.5
Net income		—		—		—		—		—			—		188.7			—			188.7			1.1			189.8
Distributions to noncontrolling interests		—		—		—		—		—			—		—			—			—			(0.8	)		(0.8	)
Amortization of accumulated gains for amended swap agreements		—		—		—		—		—			—		—			(3.7	)		(3.7	)		—			(3.7	)
Other comprehensive loss		—		—		—		—		—			—		—			0.7			0.7			—			0.7
Balance at September 30, 2024		—	$	—		0.2	$	49.5	$	(24.2	)	$	1,525.8	$	(304.4	)	$	(395.6	)	$	851.1		$	9.5		$	860.6


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Total revenue	$	3.9	$	13.5
Operating income	$	0.5	$	2.0


	Twelve Months Ended September 30,
Remaining Maturity	2025		2026		2027		2028		2029		Thereafter		Total
NCM screen advertising advances (1)	$	11.0	$	11.8	$	12.6	$	13.5	$	14.4	$	257.8	$	321.1


	AC JV, LLC			DCDC		FE Concepts		Total
Balance at January 1, 2024	$	3.4		$	2.1		18.1	$	23.6
Cash distributions received		(5.1	)		—		—		(5.1	)
Equity income		9.6			0.4		1.3		11.3
Balance at September 30, 2024	$	7.9		$	2.5	$	19.4	$	29.8


		Three Months Ended				Nine Months Ended
Investee	Transactions	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
AC JV, LLC	Event fees paid (1)	$	10.0	$	3.3	$	21.5	$	10.7
DCDC	Content delivery fees paid (1)	$	0.1	$	0.1	$	0.4	$	0.4


Stock units that vest if performance metrics meet the target level		0.57 PSUs
Stock units that vest if performance metrics meet the threshold level (50% of target)		0.28 PSUs
Stock units that vest if performance metrics meet the maximum level (200% of target)		1.15 PSUs
Performance Measurement Period		Three years
Service Period		Third anniversary of grant date
Most likely performance metrics outcome estimated to be achieved at the time performance stock units were issued		Target
Assumed forfeiture rate for performance stock unit awards		5%


		Carrying		Fair Value Hierarchy
Description	As of	Value		Level 1		Level 2		Level 3
Interest rate swap assets (1)	September 30, 2024	$	2.0	$	—	$	2.0	$	—
Investment in NCMI (2)	September 30, 2024	$	30.8	$	30.8	$	—	$	—

Interest rate swap assets (1)	December 31, 2023	$	9.9	$	—	$	9.9	$	—
Investment in NCMI (2)	December 31, 2023	$	18.1	$	—	$	18.1	$	—


	U.S. Operating Segment				International Operating Segment						Consolidated
	Three Months Ended September 30,				Three Months Ended September 30,						Three Months Ended September 30,
	2024		2023		2024		2023		Constant Currency (3) 2024		2024		2023
Admissions revenue	$	375.2	$	350.4	$	85.2	$	93.4	$	131.8	$	460.4	$	443.8
Concession revenue		299.6		268.0		67.7		71.8		103.0		367.3		339.8
Other revenue (1)		66.6		64.1		27.5		27.1		42.3		94.1		91.2
Total revenue (1)	$	741.4	$	682.5	$	180.4	$	192.3	$	277.1	$	921.8	$	874.8
Attendance		37.6		37.5		22.8		24.4				60.4		61.9
Average ticket price (2)	$	9.98	$	9.34	$	3.74	$	3.83	$	5.78	$	7.62	$	7.17
Concession revenue per patron (2)	$	7.97	$	7.15	$	2.97	$	2.94	$	4.52	$	6.08	$	5.49


	January 1, 2024		Built		Closed			September 30, 2024
U.S. (42 states)
Theatres		309		—		(3	)		306
Screens		4,324		—		(42	)		4,282

International (13 countries)
Theatres		192		2		(1	)		193
Screens		1,395		10		(7	)		1,398

Worldwide
Theatres		501		2		(4	)		499
Screens		5,719		10		(49	)		5,680


	Theatres (1)		Screens (1)		Estimated Remaining Investment (2)
Remainder of 2024
U.S.		—		—	$	—
International		—		—		—
Total		—		—	$	—

Subsequent to 2024
U.S.		2		22	$	14.3
International		—		2		2.7
Total	2		24		$	17.0

Total commitments at September 30, 2024	2		24		$	17.0


	Percentage of Principal Amount
2027	103.50%
2028	101.75%
2029 and Thereafter	100.00%


	Expected Maturity for the Twelve Months Ending September 30,																Average
	(in millions)																Interest
	2025		2026		2027		2028		2029		Thereafter		Total		Fair Value		Rate
Fixed rate	$	460.0	$	—	$	—	$	765.0	$	—	$	950.0	$	2,175.0	$	2,643.0		5.7	%
Variable rate		6.4		6.4		6.4		6.4		6.5		158.2		190.3		191.0		7.9	%
Total debt (1)	$	466.4	$	6.4	$	6.4	$	771.4	$	6.5	$	1,108.2	$	2,365.3	$	2,834.0		5.9	%


	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans		Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plan
July 1 through July 31		1.27	$	21.13		—		—
August 1 through August 31		—	$	—		—		—
September 1 through September 30		—	$	—		—		—
Total		1.27				—		—


		Page
Unaudited Condensed Consolidating Balance Sheet as of September 30, 2024		57

Unaudited Condensed Consolidating Statement of Income for the nine months ended September 30, 2024		58

Unaudited Condensed Consolidating Statement of Comprehensive Income for the nine months ended September 30, 2024		59

Unaudited Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2024		60


	Restricted		Unrestricted
	Group		Group			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	575.6	$	125.9		$	—		$	701.5
Other current assets		404.8		(120.0	)		(12.9	)		271.9
Total current assets		980.4		5.9			(12.9	)		973.4
Theatre properties and equipment, net		1,121.2		—			—			1,121.2
Operating lease right-of-use assets, net		969.6		—			—			969.6
Other long-term assets		1,776.5		303.4			(375.2	)		1,704.7
Total assets	$	4,847.7	$	309.3		$	(388.1	)	$	4,768.9
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	6.4	$	—		$	—		$	6.4
Current portion of operating lease obligations		211.9		—			—			211.9
Current portion of finance lease obligations		16.4		—			—			16.4
Current income tax payable		1.8		—			—			1.8
Accounts payable and accrued expenses		472.3		—			(12.9	)		459.4
Total current liabilities		708.8		—			(12.9	)		695.9
Long-term liabilities
Long-term debt, less current portion		2,132.6		—			(262.2	)		1,870.4
Operating lease obligations, less current portion		825.7		—			—			825.7
Finance lease obligations, less current portion		94.1		—			—			94.1
Other long-term liabilities and deferrals		421.6		0.6			—			422.2
Total long-term liabilities		3,474.0		0.6			(262.2	)		3,212.4
Commitments and contingencies
Equity		664.9		308.7			(113.0	)		860.6
Total liabilities and equity	$	4,847.7	$	309.3		$	(388.1	)	$	4,768.9


10.1		Indenture, dated as of July 18, 2024, among Cinemark USA, Inc., the Guarantors named therein and Truist Bank, as trustee (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s and Cinemark USA, Inc’s Current Report on Form 8-K, File No. 001-33401, filed July 18, 2024).
*31.1		Certification of Sean Gamble, Chief Executive Officer of Cinemark Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2		Certification of Melissa Thomas, Chief Financial Officer of Cinemark Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.3		Certification of Sean Gamble, Chief Executive Officer of Cinemark USA, Inc., pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
*31.4		Certification of Melissa Thomas, Chief Financial Officer of Cinemark USA, Inc., pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
**32.1		Certification of Sean Gamble, Chief Executive Officer of Cinemark Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2		Certification of Melissa Thomas, Chief Financial Officer of Cinemark Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
**32.3		Certification of Sean Gamble, Chief Executive Officer of Cinemark USA, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes – Oxley Act of 2002.
**32.4		Certification of Melissa Thomas, Chief Financial Officer of Cinemark, USA, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes – Oxley Act of 2002.
**101		The following material from the combined Cinemark Holdings, Inc. and Cinemark USA, Inc. Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) Cinemark Holdings, Inc. Condensed Consolidated Balance Sheets (ii) Cinemark Holdings, Inc. Condensed Consolidated Statements of Income (iii) Cinemark Holdings, Inc. Condensed Consolidated Statements of Comprehensive Income (iv) Cinemark Holdings, Inc. Condensed Consolidated Statements of Equity (v) Cinemark Holdings, Inc. Condensed Consolidated Statements of Cash Flows (vi) Cinemark USA, Inc. Condensed Consolidated Balance Sheets (vii) Cinemark USA, Inc. Condensed Consolidated Statements of Income (viii) Cinemark USA, Inc. Condensed Consolidated Statements of Comprehensive Income (ix) Cinemark USA, Inc. Condensed Consolidated Statements of Equity (x) Cinemark USA, Inc. Condensed Consolidated Statements of Cash Flows (xi) Notes to Condensed Consolidated Financial Statements of Cinemark Holdings, Inc. and Cinemark USA, Inc.
* 104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


		CINEMARK HOLDINGS, INC. CINEMARK USA, INC.
		Registrants

DATE:	October 31, 2024

		/s/ Sean Gamble
		Sean Gamble
		Chief Executive Officer

		/s/ Melissa Thomas
		Melissa Thomas
		Chief Financial Officer


Dated:		October 31, 2024

/s/ Sean Gamble
Sean Gamble
Chief Executive Officer


Dated:		October 31, 2024

/s/Sean Gamble
Sean Gamble
Chief Executive Officer


Dated:		October 31, 2024

/s/Melissa Thomas
Melissa Thomas
Chief Financial Officer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 25, 2024	Dec. 31, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Registrant Name	Cinemark Holdings, Inc.
Entity Central Index Key	0001385280
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Securities Act File Number	001-33401
Entity Tax Identification Number	20-5490327
Entity Address, Address Line One	3900 Dallas Parkway
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75093
City Area Code	972
Local Phone Number	665-1000
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common stock, par value $.001 per share
Trading Symbol	CNK
Security Exchange Name	NYSE
CNK
Document Information [Line Items]
Common Stock, Shares, Issued	128,696,154	122,364,524	127,598,774
CUSA
Document Information [Line Items]
Entity Registrant Name	Cinemark USA, Inc.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Shell Company	false
Securities Act File Number	33-47040
Entity Tax Identification Number	75-2206284
Entity Address, Address Line One	3900 Dallas Parkway
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75093
City Area Code	972
Local Phone Number	665-1000
Entity Incorporation, State or Country Code	TX
Common Class A [Member] \| CUSA
Document Information [Line Items]
Common Stock, Shares, Issued	1,500		1,500
Entity Common Stock, Shares Outstanding		1,500
Common Class B [Member] \| CUSA
Document Information [Line Items]
Common Stock, Shares, Issued	239,893		239,893
Entity Common Stock, Shares Outstanding		182,648

CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Treasury stock	6,320,000	6,000,000
CNK [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	128,696,154	127,598,774
Common stock, shares outstanding	122,371,884	121,596,206
Treasury stock	6,324,270	6,002,568
Common Class A [Member] \| CUSA [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1,500	1,500
Common stock, shares outstanding	1,500	1,500
Common Class B [Member] \| CUSA [Member]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	239,893	239,893
Common stock, shares outstanding	182,648	182,648
Treasury stock	57,245	57,245

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			$ (14.4)	$ (0.4)
CNK
Net income	$ 188.9	$ 91.2	260.8	209.1
Other comprehensive income (loss), net of tax
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes and settlements	(7.8)	(1.8)	(4.0)	(2.6)
Foreign currency translation adjustments	8.5	(12.6)	(14.4)	(0.4)
Total other comprehensive income (loss), net of tax	0.7	(14.4)	(18.4)	(3.0)
Total comprehensive income , net of tax	189.6	76.8	242.4	206.1
Comprehensive income attributable to noncontrolling interests	(1.1)	(1.0)	(2.4)	(2.9)
Comprehensive income attributable to Cinemark Holdings, Inc.	188.5	75.8	240.0	203.2
CUSA
Net income	189.8	98.8	268.6	226.6
Other comprehensive income (loss), net of tax
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes and settlements	(7.8)	(1.8)	(4.0)	(2.6)
Foreign currency translation adjustments	8.5	(12.6)	(14.4)	(0.4)
Total other comprehensive income (loss), net of tax	0.7	(14.4)	(18.4)	(3.0)
Total comprehensive income , net of tax	190.5	84.4	250.2	223.6
Comprehensive income attributable to noncontrolling interests	(1.1)	(1.0)	(2.4)	(2.9)
Comprehensive income attributable to Cinemark Holdings, Inc.	$ 189.4	$ 83.4	$ 247.8	$ 220.7

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	CNK	CNK Common Stock	CNK Treasury Stock	CNK Additional Paid-In-Capital	CNK Accumulated Deficit	CNK Accumulated Other Comprehensive Loss	CNK Total Cinemark Holdings, Inc.'s Stockholders' Equity	CNK Noncontrolling Interests	CUSA	CUSA Common Stock	CUSA Common Stock Class A Common Stock Member	CUSA Common Stock Class B Common Stock Member	CUSA Treasury Stock	CUSA Additional Paid-In-Capital	CUSA Accumulated Deficit	CUSA Accumulated Other Comprehensive Loss	CUSA Total Cinemark Holdings, Inc.'s Stockholders' Equity	CUSA Noncontrolling Interests
Balance, beginning of period at Dec. 31, 2022	$ 119.5	$ 0.1	$ (95.4)	$ 1,219.3	$ (660.6)	$ (353.2)	$ 110.2	$ 9.3	$ 381.9		$ 0.0	$ 49.5	$ (24.2)	$ 1,479.5	$ (775.9)	$ (356.3)	$ 372.6	$ 9.3
Balance (in shares) beginning of period at Dec. 31, 2022		126,100,000									0	200,000
Restricted stock forfeitures and stock withholdings related to share based awards that vested	(2.1)		(2.1)				(2.1)
Issuance of stock share upon vesting of performance stock units		100,000
Issuance of share based awards and share based awards compensation expense	5.7			5.7			5.7
Issuance of share based awards and share based awards compensation expense, (in shares)		1,300,000
Share based awards compensation expense									5.4					5.4			5.4
Net income	(2.5)				(3.1)		(3.1)	0.6	6.3						5.7		5.7	0.6
Amortization of accumulated gains for amended swap agreements	(1.5)					(1.5)	(1.5)		(1.5)							(1.5)	(1.5)
Other comprehensive loss	4.7					4.7	4.7		4.7							4.7	4.7
Balance, end of period at Mar. 31, 2023	123.8	$ 0.1	(97.5)	1,225.0	(663.7)	(350.0)	113.9	9.9	396.8		$ 0.0	$ 49.5	(24.2)	1,484.9	(770.2)	(353.1)	386.9	9.9
Balance (in shares) ending of period at Mar. 31, 2023		127,500,000									0	200,000
Balance, beginning of period at Dec. 31, 2022	119.5	$ 0.1	(95.4)	1,219.3	(660.6)	(353.2)	110.2	9.3	381.9		$ 0.0	$ 49.5	(24.2)	1,479.5	(775.9)	(356.3)	372.6	9.3
Balance (in shares) beginning of period at Dec. 31, 2022		126,100,000									0	200,000
Net income	209.1								226.6
Other comprehensive loss	(3.0)								(3.0)
Balance, end of period at Sep. 30, 2023	335.1	$ 0.1	(97.9)	1,238.2	(454.4)	(360.7)	325.3	9.8	616.6		$ 0.0	$ 49.5	(24.2)	1,497.5	(552.2)	(363.8)	606.8	9.8
Balance (in shares) ending of period at Sep. 30, 2023		127,600,000									0	200,000
Balance, beginning of period at Mar. 31, 2023	123.8	$ 0.1	(97.5)	1,225.0	(663.7)	(350.0)	113.9	9.9	396.8		$ 0.0	$ 49.5	(24.2)	1,484.9	(770.2)	(353.1)	386.9	9.9
Balance (in shares) beginning of period at Mar. 31, 2023		127,500,000									0	200,000
Restricted stock forfeitures and stock withholdings related to share based awards that vested	(0.3)		(0.3)				(0.3)
Issuance of share based awards and share based awards compensation expense	6.8			6.8			6.8
Issuance of share based awards and share based awards compensation expense, (in shares)		100,000
Share based awards compensation expense									6.5					6.5			6.5
Net income	120.4				119.1		119.1	1.3	121.5						120.2		120.2	1.3
Distributions to noncontrolling interests	(1.1)							(1.1)	(1.1)									(1.1)
Amortization of accumulated gains for amended swap agreements	(1.5)					(1.5)	(1.5)		(1.5)							(1.5)	(1.5)
Other comprehensive loss	6.7					6.7	6.7		6.7							6.7	6.7
Balance, end of period at Jun. 30, 2023	254.8	$ 0.1	(97.8)	1,231.8	(544.6)	(344.8)	244.7	10.1	528.9		$ 0.0	$ 49.5	(24.2)	1,491.4	(650.0)	(347.9)	518.8	10.1
Balance (in shares) ending of period at Jun. 30, 2023		127,600,000									0	200,000
Restricted stock forfeitures and stock withholdings related to share based awards that vested	(0.1)		(0.1)				(0.1)
Issuance of share based awards and share based awards compensation expense	6.4			6.4			6.4
Share based awards compensation expense									6.1					6.1			6.1
Net income	91.2				90.2		90.2	1.0	98.8						97.8		97.8	1.0
Distributions to noncontrolling interests	(1.3)							(1.3)	(1.3)									(1.3)
Amortization of accumulated gains for amended swap agreements	(1.5)					(1.5)	(1.5)		(1.5)							(1.5)	(1.5)
Other comprehensive loss	(14.4)					(14.4)	(14.4)		(14.4)							(14.4)	(14.4)
Balance, end of period at Sep. 30, 2023	335.1	$ 0.1	(97.9)	1,238.2	(454.4)	(360.7)	325.3	9.8	616.6		$ 0.0	$ 49.5	(24.2)	1,497.5	(552.2)	(363.8)	606.8	9.8
Balance (in shares) ending of period at Sep. 30, 2023		127,600,000									0	200,000
Balance, beginning of period at Dec. 31, 2023	318.8	$ 0.1	(98.3)	1,244.3	(472.4)	(363.9)	309.8	9.0	600.3		$ 0.0	$ 49.5	(24.2)	1,503.3	(570.6)	(366.7)	591.3	9.0
Balance (in shares) beginning of period at Dec. 31, 2023		127,600,000									0	200,000
Restricted stock forfeitures and stock withholdings related to share based awards that vested	(4.2)		(4.2)				(4.2)
Issuance of stock share upon vesting of performance stock units		100,000
Issuance of share based awards and share based awards compensation expense	6.4			6.4			6.4
Issuance of share based awards and share based awards compensation expense, (in shares)		900,000
Share based awards compensation expense									6.0					6.0			6.0
Net income	25.3				24.8		24.8	0.5	27.9						27.4		27.4	0.5
Distributions to noncontrolling interests	(0.5)							(0.5)	(0.5)									(0.5)
Amortization of accumulated gains for amended swap agreements	(3.1)					(3.1)	(3.1)		(3.1)							(3.1)	(3.1)
Other comprehensive loss	(7.3)					(7.3)	(7.3)		(7.3)							(7.3)	(7.3)
Balance, end of period at Mar. 31, 2024	335.4	$ 0.1	(102.5)	1,250.7	(447.6)	(374.3)	326.4	9.0	623.3		$ 0.0	$ 49.5	(24.2)	1,509.3	(543.2)	(377.1)	614.3	9.0
Balance (in shares) ending of period at Mar. 31, 2024		128,600,000									0	200,000
Balance, beginning of period at Dec. 31, 2023	318.8	$ 0.1	(98.3)	1,244.3	(472.4)	(363.9)	309.8	9.0	600.3		$ 0.0	$ 49.5	(24.2)	1,503.3	(570.6)	(366.7)	591.3	9.0
Balance (in shares) beginning of period at Dec. 31, 2023		127,600,000									0	200,000
Net income	260.8								268.6
Other comprehensive loss	(18.4)								(18.4)
Balance, end of period at Sep. 30, 2024	567.9	$ 0.1	(102.7)	1,267.8	(214.0)	(392.8)	558.4	9.5	860.6	$ 9.5	$ 0.0	$ 49.5	(24.2)	1,525.8	(304.4)	(395.6)	851.1
Balance (in shares) ending of period at Sep. 30, 2024		128,700,000									0	200,000
Balance, beginning of period at Mar. 31, 2024	335.4	$ 0.1	(102.5)	1,250.7	(447.6)	(374.3)	326.4	9.0	623.3		$ 0.0	$ 49.5	(24.2)	1,509.3	(543.2)	(377.1)	614.3	9.0
Balance (in shares) beginning of period at Mar. 31, 2024		128,600,000									0	200,000
Restricted stock forfeitures and stock withholdings related to share based awards that vested	(0.2)		(0.2)				(0.2)
Issuance of share based awards and share based awards compensation expense	9.3			9.3			9.3
Issuance of share based awards and share based awards compensation expense, (in shares)		100,000
Share based awards compensation expense									9.0					9.0			9.0
Net income	46.6				45.8		45.8	0.8	50.9						50.1		50.1	0.8
Distributions to noncontrolling interests	(0.6)							(0.6)	(0.6)									(0.6)
Amortization of accumulated gains for amended swap agreements	(3.7)					(3.7)	(3.7)		(3.7)							(3.7)	(3.7)
Other comprehensive loss	(11.8)					(11.8)	(11.8)		(11.8)							(11.8)	(11.8)
Balance, end of period at Jun. 30, 2024	375.0	$ 0.1	(102.7)	1,260.0	(401.8)	(389.8)	365.8	9.2	667.1		$ 0.0	$ 49.5	(24.2)	1,518.3	(493.1)	(392.6)	657.9	9.2
Balance (in shares) ending of period at Jun. 30, 2024		128,700,000									0	200,000
Issuance of share based awards and share based awards compensation expense	7.8			7.8			7.8
Share based awards compensation expense									7.5					7.5			7.5
Net income	188.9				187.8		187.8	1.1	189.8						188.7		188.7	1.1
Distributions to noncontrolling interests	(0.8)							(0.8)	(0.8)									$ (0.8)
Amortization of accumulated gains for amended swap agreements	(3.7)					(3.7)	(3.7)		(3.7)							(3.7)	(3.7)
Other comprehensive loss	0.7					0.7	0.7		0.7							0.7	0.7
Balance, end of period at Sep. 30, 2024	$ 567.9	$ 0.1	$ (102.7)	$ 1,267.8	$ (214.0)	$ (392.8)	$ 558.4	$ 9.5	$ 860.6	$ 9.5	$ 0.0	$ 49.5	$ (24.2)	$ 1,525.8	$ (304.4)	$ (395.6)	$ 851.1
Balance (in shares) ending of period at Sep. 30, 2024		128,700,000									0	200,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Adjustments to reconcile net income to cash provided by operating activities:
Loss on debt amendments and extinguishments	$ 5.5	$ 10.7
Impairment of long-lived and other assets	0.0	12.1
Share-based awards compensation expense	(24.1)	(18.9)
Non-cash rent expense	(10.2)	(13.2)
Financing activities
Payments on finance leases	(11.4)	(10.7)
CNK
Operating activities
Net income	260.8	209.1
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	146.7	158.0
Amortization of intangible and other assets	1.6	1.6
Loss on debt amendments and extinguishments	5.5	10.7
Amortization of original issue discount and debt issuance costs	6.9	7.7
Amortization of accumulated gains for amended swap agreements	(10.5)	(4.6)
Impairment of long-lived and other assets	0.0	12.1
Share-based awards compensation expense	24.1	18.9
Loss (gain) on disposal of assets and other	2.0	(8.8)
Non-cash rent expense	(10.2)	(13.2)
Equity in income of affiliates	(11.3)	(1.2)
Deferred income tax (benefit) expense	(104.1)	16.0
Distributions from equity investees	5.1	3.2
Changes in assets and liabilities and other	(26.4)	(52.5)
Net cash provided by operating activities	269.6	335.8
Investing activities
Additions to theatre properties and equipment	(90.2)	(89.7)
Proceeds from sale of theatre properties and equipment and other	0.5	14.8
Net cash used for investing activities	(89.1)	(74.9)
Financing activities
Proceeds from amendment of senior secured credit facility	0.0	640.2
Repayment of term loan upon amendment of senior secured credit facility	0.0	(624.9)
Proceeds from issuance of 7.00% Senior Notes	500.0	0.0
Redemption of 8.75% Secured Notes	(150.0)	(102.2)
Repayment of 5.875% Senior Notes	(405.0)	0.0
Payment of debt issuance costs	(9.5)	(7.5)
Payment of fees to amend senior secured credit facility and satisfy and discharge the 5.875% Senior Notes	(1.3)	(2.6)
Repayments of long-term debt	(11.0)	(8.6)
Restricted stock withholdings for payroll taxes	(4.4)	(2.5)
Payments on finance leases	(11.4)	(10.7)
Other financing activities	(2.1)	0.8
Net cash used for financing activities	(94.7)	(118.0)
Effect of exchange rate changes on cash and cash equivalents	(6.6)	(11.5)
Increase in cash and cash equivalents	79.2	131.4
Cash and cash equivalents:
Beginning of period	849.1	674.5
End of period	928.3	805.9
CUSA
Operating activities
Net income	268.6	226.6
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	146.7	158.0
Amortization of intangible and other assets	1.6	1.6
Loss on debt amendments and extinguishments	5.5	10.7
Amortization of original issue discount and debt issuance costs	4.3	5.1
Amortization of accumulated gains for amended swap agreements	(10.5)	(4.6)
Impairment of long-lived and other assets	0.0	12.1
Share-based awards compensation expense	23.1	18.0
Loss (gain) on disposal of assets and other	2.0	(8.8)
Net gains on investment in NCMI	(12.8)	(13.9)
Non-cash rent expense	(10.2)	(13.2)
Equity in income of affiliates	(11.3)	(1.2)
Deferred income tax (benefit) expense	(99.1)	12.3
Distributions from equity investees	5.1	3.2
Changes in assets and liabilities and other	(25.7)	(50.7)
Net cash provided by operating activities	279.5	347.9
Investing activities
Additions to theatre properties and equipment	(90.2)	(89.7)
Proceeds from sale of theatre properties and equipment and other	0.5	14.8
Net cash used for investing activities	(89.1)	(74.9)
Financing activities
Proceeds from amendment of senior secured credit facility	0.0	640.2
Repayment of term loan upon amendment of senior secured credit facility	0.0	(624.9)
Proceeds from issuance of 7.00% Senior Notes	500.0	0.0
Redemption of 8.75% Secured Notes	(150.0)	(102.2)
Repayment of 5.875% Senior Notes	(405.0)	0.0
Payment of debt issuance costs	(9.5)	(7.5)
Payment of fees to amend senior secured credit facility and satisfy and discharge the 5.875% Senior Notes	(1.3)	(2.6)
Repayments of long-term debt	(11.0)	(8.6)
Restricted stock withholdings for payroll taxes	(4.4)	(2.5)
Payments on finance leases	(11.4)	(10.7)
Other financing activities	(2.1)	0.8
Net cash used for financing activities	(94.7)	(118.0)
Effect of exchange rate changes on cash and cash equivalents	(6.6)	(11.5)
Increase in cash and cash equivalents	89.1	143.5
Cash and cash equivalents:
Beginning of period	612.4	427.3
End of period	701.5	570.8
NCM \| CNK
Adjustments to reconcile net income to cash provided by operating activities:
Interest accrued on NCM screen advertising advances	16.5	17.0
Amortization of NCM screen advertising advances and other deferred revenues	(24.3)	(24.3)
Investing activities
Proceeds from redemption of common units of NCM	0.6	0.0
NCM \| CUSA
Adjustments to reconcile net income to cash provided by operating activities:
Interest accrued on NCM screen advertising advances	16.5	17.0
Amortization of NCM screen advertising advances and other deferred revenues	(24.3)	(24.3)
Investing activities
Proceeds from redemption of common units of NCM	0.6	0.0
NCMI \| CNK
Adjustments to reconcile net income to cash provided by operating activities:
Net gains on investment in NCMI	(12.8)	(13.9)
NCMI \| CUSA
Adjustments to reconcile net income to cash provided by operating activities:
Net gains on investment in NCMI	$ (12.8)	$ (13.9)

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 187.8	$ 90.2	$ 258.4	$ 206.2

Insider Trading Arrangements shares in Millions	3 Months Ended
Insider Trading Arrangements shares in Millions	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Adoption of Rule 10b5-1 Trading Plans On August 22, 2024, Mark Zoradi, a member of our Board of Directors, adopted a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The plan was adopted to facilitate the orderly sale of shares of the Company’s common stock for personal financial planning purposes. The material terms of the plan are as follows: • Name and Title: Mark Zoradi, Director • Date of Adoption: August 22, 2024 • Duration: The plan is set to expire on December 31, 2024 • Total Amount of Securities: Up to 65,229 shares of the Company’s common stock The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices. On September 4, 2024, Michael Cavalier, our Executive Vice President – General Counsel and Business Affairs, adopted a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The plan was adopted to facilitate the orderly sale of shares of the Company’s common stock for personal financial planning purposes. The material terms of the plan are as follows: • Name and Title: Michael Cavalier, Executive Vice President-General Counsel and Business Affairs • Date of Adoption: September 4, 2024 • Duration: The plan is set to expire on March 7, 2025 • Total Amount of Securities: Up to 27,897 shares of the Company’s common stock The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices. On September 6, 2024, Melissa Thomas, our Executive Vice President-Chief Financial Officer, adopted a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The plan was adopted to facilitate the orderly sale of shares of the Company’s common stock for personal financial planning purposes. The material terms of the plan are as follows: • Name and Title: Melissa Thomas, Executive Vice President-Chief Financial Officer • Date of Adoption: September 6, 2024 • Duration: The plan is set to expire on September 14, 2025 • Total Amount of Securities: Up to 36,000 shares of the Company’s common stock The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices. On September 6, 2024, Sean Gamble, our President and Chief Executive Officer, adopted a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The plan was adopted to facilitate the orderly sale of shares of the Company’s common stock for personal financial planning purposes. The material terms of the plan are as follows: • Name and Title: Sean Gamble, President and Chief Executive Officer • Date of Adoption: September 6, 2024 • Duration: The plan is set to expire on April 18, 2025 • Total Amount of Securities: Up to 131,750 shares of the Company’s common stock The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices.
Mark Zoradi [Member]
Trading Arrangements, by Individual
Name	Mark Zoradi
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	August 22, 2024
Expiration Date	December 31, 2024
Arrangement Duration	132 days
Aggregate Available	65,229
Michael Cavalier [Member]
Trading Arrangements, by Individual
Name	Michael Cavalier
Title	Executive Vice President-General Counsel and Business Affairs
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	September 4, 2024
Expiration Date	March 7, 2025
Arrangement Duration	185 days
Aggregate Available	27,897
Melissa Thomas [Member]
Trading Arrangements, by Individual
Name	Melissa Thomas
Title	Executive Vice President-Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 6, 2024
Expiration Date	September 14, 2025
Arrangement Duration	373 days
Aggregate Available	36,000
Sean Gamble [Member]
Trading Arrangements, by Individual
Name	Sean Gamble
Title	President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	September 6, 2024
Expiration Date	April 18, 2025
Arrangement Duration	225 days
Aggregate Available	131,750

The Company and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Operating revenues comprise	100.00%
Long-term deferred tax asset		$ 7.7

Lease Accounting - Additional Information (Detail) $ in Millions	Sep. 30, 2024 USD ($)
Theatres
Lease [Line Items]
Contractual minimum lease payments payable under operating lease, lease not yet commenced	$ 21.6