National CineMedia, Inc. Annual Report 2013

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FY2013 Annual Report · National CineMedia, Inc.

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Dear Fellow Stockholder,

Our Company had another successful year in 2013

Our advertising business continued to gain market

with record revenue of $462.8 million and Adjusted

share as our total cinema advertising revenue

OIBDA1 of $234.5 million, the completion of the sale

grew 4.1% versus 2012, and our online and mobile

of our Fathom Events division for a $25.4 million gain

advertising revenue grew 16%. Our lower 2013

and continued progress on our longer term strategy to

national advertising growth reflected a shift in

expand and diversify our advertising client base and

national client mix to lower CPM underpenetrated

broaden and improve the quality of our cinema and

client categories. While this diversification negatively

online/mobile media networks. We also continued to

impacted our 2013 CPMs, we expect higher inventory

increase cash distributions to our operating partners

utilization to provide more consistent future revenue

and return cash to our public stockholders through

growth and begin to create a better supply and demand

regular quarterly dividends and a special dividend that

pricing environment over time. Our local advertising

we announced in early 2014.

business had a very strong year as it benefitted from

NCM, Inc. Available Cash Receipts
($ in millions)

$89.6

$78.7

$71.0

$72.8

$53.3

$55.6

$57.8

our sales staff retention and training programs, the

expansion of our cinema network, greater access to

FirstLook inventory and the stronger box office and

overall economy. While the online/mobile extension of

our core cinema network is still only a small percentage

of our total advertising revenue, it is becoming an

increasingly important part of our integrated bundling

strategy. During 2013 nearly 30% of our national

on-screen or lobby advertising contracts also included

an online or mobile component.

2007

2008

2009

2010

2011

2012

2013

The 2013 Fathom Events revenue decline of 7% and

operating income increase of 23% reflected our shift

$100

$75

$50

$25

Including the dividends announced in Q1 2014, we

in focus to fewer higher quality consumer events

have paid dividends of over $280 million since our IPO,

and creating a lower overall cost structure and more

representing approximately 90% of the NCM, Inc.

favorable programming revenue share structures.

after-tax cash receipts.

During 2013, more than 20% of 2013 Fathom Consumer

NCM, Inc. Dividends Paid
($ in millions)

$48.7

$49.2

$45.3

$34.7

$26.3

$27.5

$12.6

2007

2008

2009

2010

2011

2012

2013

$60

$50

$40

$30

$20

$10

revenue related to two record-breaking Q3 and Q4

events, however, the business only represented

approximately 3% of our total 2013 operating income.

While the Fathom business continued to show long

term promise, we felt that it would be a much better

strategic fit with the event-oriented feature film

programming business of our founding member

circuits and will allow our management to focus its

full attention on our growing higher margin core

advertising business.

$500

$400

$300

$200

$100

Adj.
OIBDA
Margin

Total Revenue ($ in millions)

pre-show is being delivered to approximately 97% of

2011

$435.4

2012

$448.8

2013

$462.8

our network attendance through our digital satellite

network, providing the targeting and lead-time flexibility

demanded in today’s video advertising marketplace.

Cinema Network Screens
(at period end)

51.5%

49.3%

50.7%

National Revenue

Local

Online/Mobile

Fathom

As we look forward to the changes taking place in the

video advertising marketplace, our longer term strategy

to improve our distribution and inventory management

20,000

17,500

15,000

12,500

10,000

2009

2010

2011

2012

2013

Total

Digital

technology and expand our cinema and online/mobile

While the video advertising marketplace is clearly

networks is becoming even more important. During

evolving, we are confident that the continued

2014, we will be launching upgrades to our inventory

expansion of our cinema and digital networks and the

management and distribution systems to provide

improvements we are making to our distribution and

shorter ad buying and distribution lead-times and to

inventory management technology will drive continued

provide more efficient audience targeting capabilities.

advertising market share gains as our stronger value

In addition, we will also be increasing our investments

proposition secures our position at the high end of

in research and consumer demographic and purchasing

the video advertising market. I also believe that our

behavior databases to power these new systems.

Company will continue to benefit from the proliferation

of advertising skipping technology and the continued

We also continued to expand and improve the technical

fragmentation of traditional TV programming and

quality of our national theatre network. During 2012,

marketing reach across online and mobile platforms.

2013 and so far in 2014 we have signed 20 new affiliate

circuit agreements and existing affiliates have acquired

With the completion of the best year in our history,

or built theatres that will in total add 1,177 screens

I would like to thank all of our stockholders for their

and approximately 33 million annual attendees to our

continued support and trust and our NCM team

network, and we are having promising discussions with

members for their hard work and dedication to

several other regional theatre circuits. Our founding

our Company.

members also helped to strengthen our cinema

network during late 2012 and 2013 as they acquired

Sincerely,

1,245 existing NCM affiliate screens and 192 screens

included in another cinema network. These additional

screens will join our network in the next few years

when their existing cinema advertising contract expires.

Kurt C. Hall

The technical quality of our network also continued to

Chairman and Chief Executive Officer

improve in 2013 as our FirstLook

March 19, 2014

Metrics for the periods presented are for fiscal year ends. For 2009, 2010, 2011, 2012 and 2013, see “Item 6. Selected Financial Data” and “Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 26, 2013 included herein for additional information.

1 Adjusted OIBDA is a non-GAAP measure defined as consolidated net income plus income tax expense, interest and other non-operating costs, depreciation and amortization ex-

pense and non-cash share based compensation costs and Adjusted OIBDA margin is a non-GAAP measure defined as Adjusted OIBDA divided by total revenue. Refer to “Item 6.

Selected Financial Data” in our Annual Report on Form 10-K for the year ended December 26, 2013 included herein for the reconciliations to the closest GAAP basis measurement.

All trademarks are the exclusive property of NCM, its

affiliates or third-party licensors and may not be used

without the prior written consent of NCM.

This report may contain, or may be deemed to

contain, “forward-looking statements” that reflect

management’s current expectations or beliefs regarding

future events, including statements regarding guidance

and the dividend policy. By their nature, forward-

looking statements involve risks, assumptions and

uncertainties because they relate to events and

depend on circumstances that may or may not occur

in the future. Although the Company believes that the

assumptions used in the forward-looking statements

are reasonable, any of these assumptions could prove

to be inaccurate and, as a result, actual results could

differ materially from those expressed or implied in the

forward-looking statements. For discussion of some of

the important factors that could cause the Company’s

actual results and performance to differ materially from

those expressed in, or implied in the forward-looking

statements, please refer to “Item 1A. Risk Factors” in

our Annual Report on Form 10-K for the year ended

December 26, 2013 included herein. The Company

undertakes no obligation to update or revise any

forward-looking statements.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 26, 2013

‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from

Commission file number: 001-33296

NATIONAL CINEMEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

9110 East Nichols Avenue, Suite 200
Centennial, Colorado
(Address of principal executive offices)

20-5665602
(I.R.S. Employer
Identification No.)

80112-3405
(Zip Code)

Registrant’s telephone number, including area code: (303) 792-3600

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share
(Title of each class)

The NASDAQ Stock Market LLC
(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted 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 and post such files). Yes È No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer È
Non-accelerated filer ‘ (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È

Accelerated filer
Smaller reporting company ‘

‘

Based on the closing sales price on June 27, 2013, the aggregate market value of the voting and non-voting common stock held by non-
affiliates of the registrant was $911,197,217.

As of February 14, 2014, 61,384,391 shares of the registrant’s common stock (including unvested restricted stock), par value of $0.01 per
share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement to be used in connection with its Annual Meeting of Stockholders and to be
filed within 120 days of December 26, 2013 are incorporated by reference into Part III, Items 10-14, of this report on Form 10-K.

TABLE OF CONTENTS

PART I

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . .
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

Page

6
22
35
35
35
35

36
37
41
59
60
60
60
62

62
62

62
62
62

63
64

In this document, unless the context otherwise requires:

Certain Definitions

• “NCM, Inc.,” “the Company,” “we,” “us” or “our” refer to National CineMedia, Inc., a Delaware

corporation, and its consolidated subsidiary National CineMedia, LLC.

• “NCM LLC” refers to National CineMedia, LLC, a Delaware limited liability company, which

commenced operations on April 1, 2005, and is the current operating company for our business, which
NCM, Inc. acquired an interest in, and became a member and the sole manager of, upon completion of
our initial public offering, or “IPO,” which closed on February 13, 2007.

• “AMC” refers to AMC Entertainment Inc. and its subsidiaries, National Cinema Network, Inc., or

“NCN,” which contributed assets used in the operations of NCM LLC and formed NCM LLC in March
2005, AMC ShowPlace Theatres, Inc., which joined NCM LLC in June 2010 in connection with AMC’s
acquisition of Kerasotes ICON Theatres and American Multi-Cinema, Inc., and is party to an ESA with
NCM LLC.

• “Cinemark” refers to Cinemark Holdings, Inc. and its subsidiaries, Cinemark Media, Inc., which joined

NCM LLC in July 2005, and Cinemark USA, Inc., and is party to an ESA with NCM LLC.

• “Regal” refers to Regal Entertainment Group and its subsidiaries, Regal CineMedia Corporation, or

“RCM,” which contributed assets used in the operations of NCM LLC, Regal CineMedia Holdings, LLC,
which formed NCM LLC in March 2005, and Regal Cinemas, Inc., and is party to an ESA with NCM
LLC.

• “ESAs” refers to the amended and restated exhibitor services agreements entered into by NCM LLC with
each of NCM LLC’s founding members upon completion of the IPO, which were further amended and
restated on December 26, 2013 in connection with the sale of the Fathom Events business.

• “Founding members” refers to AMC, Cinemark and Regal.

• “OIBDA” refers to consolidated net income plus income tax expense, interest and other non-operating

costs and depreciation and amortization expense.

• “Adjusted OIBDA” excludes from OIBDA non-cash share based payment costs.

• “Adjusted OIBDA margin” is calculated by dividing Adjusted OIBDA by total revenue.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, some of the information in this Form 10-K includes “forward-looking

statements.” All statements other than statements of historical facts included in this Form 10-K, including,
without limitation, certain statements under “Business,” “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. In some
cases, you can identify these “forward-looking statements” by the specific words, including but not limited to
“may,” “will,” “can”, “should,” “expects,” “forecast,” “project,” “intend,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other
comparable words. These forward-looking statements involve known and unknown risks and uncertainties,
assumptions and other factors, including, but not limited to, the following:

• changes in the ESAs or lack of support by NCM LLC’s founding members;

• non-competition provisions of the ESAs being deemed unenforceable;

• bankruptcy of one of NCM LLC’s founding members;

• national, regional and local economic conditions that may affect the markets in which we operate;

• the levels of expenditures on advertising in general and cinema advertising in particular;

• increased competition within the overall advertising industry;

• technological changes and innovations, including three-dimensional (“3-D”), digital cinema, alternative

methods for delivering movies to consumers and failures or disruptions of our technology systems;

• failure to effectively manage or continue our growth;

• the popularity of major motion picture releases and level of theatre attendance, including at NCM LLC’s

founding members’ theatres;

• failure to retain our senior management;

• shifts in population and other demographics;

• infringement of our technology on intellectual property rights owned by others;

• our ability to renew expiring advertising contracts at favorable rates, or to replace them with new

contracts that are comparably favorable to us;

• our need for, and ability to obtain, additional funding for acquisitions and operations;

• NCM LLC’s founding members’ ability to compete with us, influence our affairs and benefit from

corporate opportunities that might otherwise be available to us;

• risks and uncertainties relating to our significant indebtedness and investments, including the availability
and adequacy of cash flows to meet our debt service requirements and any other indebtedness that we
may incur in the future;

• fluctuations in operating costs, capital expenditures, revenue and Adjusted OIBDA;

• future issuance of membership units;

• determination that NCM, Inc. or any of NCM LLC’s founding members is an investment company;

• determination that any amount of our tax benefits under the tax receivable agreement should not have

been available;

• changes in market interest rates and stock prices; and

• other factors described under “Risk Factors” or elsewhere in this Annual Report on Form 10-K.

This list of factors that may affect future performance and the accuracy of forward-looking statements are

illustrative and not exhaustive. Our actual results, performance or achievements could differ materially from
those indicated in these statements as a result of additional factors as more fully discussed in the section titled
“Risk Factors,” and elsewhere in this Annual Report on Form 10-K. Given these uncertainties, readers are
cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our

behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or
obligation to update publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.

Item 1. Business

The Company

PART I

NCM, Inc., a Delaware corporation, was organized on October 5, 2006 and began operations on

February 13, 2007 upon completion of its IPO. NCM, Inc. is a holding company that manages its consolidated
subsidiary NCM LLC. NCM, Inc. has no business operations or material assets other than its cash and ownership
interest of approximately 46.1% of the common membership units in NCM LLC as of December 26, 2013. NCM
LLC’s founding members, AMC, Cinemark and Regal, the three largest motion picture exhibition companies in
the U.S., held the remaining 53.9% of NCM LLC’s common membership units as of December 26, 2013. NCM,
Inc.’s primary source of cash flow from operations is distributions from NCM LLC pursuant to the NCM LLC
operating agreement. NCM, Inc. also receives management fees pursuant to a management services agreement
with NCM LLC in exchange for providing specific management services to NCM LLC.

On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability
company owned 32% by each of the founding members and 4% by NCM LLC. Refer to “—Fathom Events” for
further information.

NCM LLC has long-term ESAs with NCM LLC’s founding members and multi-year agreements with
certain third-party theatre circuits, referred to in this document as “network affiliates,” under network affiliate
agreements which expire at various dates between April 29, 2014 and July 22, 2031. The ESAs and network
affiliate agreements grant NCM LLC exclusive rights in their theatres, subject to limited exceptions, to sell
advertising and to market and distribute Fathom Events (prior to the sale described above).

Description of Business

Overview

NCM LLC operates the largest digital in-theatre media network in North America, through which it sells in-

theatre and online advertising, promotions and until its sale at the end of 2013, Fathom Events. Our advertising
pre-show called “FirstLook”, lobby entertainment network (“LEN”), programming and Fathom Events are
distributed across our digital content network (“DCN”) or live digital broadcast network (“DBN”), utilizing our
proprietary digital content software (“DCS”).

Through December 26, 2013, we derived revenue principally from the following activities:

• Advertising: We develop, produce, sell and distribute several versions of FirstLook on theatre screens,
and advertising programming on our LEN. We also sell other forms of advertising and promotions in
theatre lobbies and across our online network and mobile apps called Movie Night Out® and
FirstLookSync™. For the year ended December 26, 2013, advertising accounted for 92.1% of our total
revenue.

• Fathom Events: We produced, marketed and distributed entertainment programming through our

Fathom division to theatres across our DCN (for pre-recorded events) and DBN (for both live and pre-
recorded events). For the year ended December 26, 2013, Fathom Events accounted for 7.9% of our
total revenue. Refer to “—Fathom Events” for additional information.

We believe that the reach and digital delivery capability of our network provides an effective platform for
national and local advertisers to reach a large, young and affluent audience on a highly-targeted, engaging and
measurable basis. During 2013, approximately 710 million patrons attended movies shown in theatres in which
NCM LLC currently has exclusive cinema advertising agreements in place. A summary of the screens in our
advertising network is set forth in the table below:

Our Network
(As of December 26, 2013)

Advertising Network

Fathom Events

Theatres Digital Screens Total Screens % of Total

Screens (1)

Founding Members . . . . . . . . . . . . . . . . . . . . . .
Network Affiliates . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,242
334

1,576

15,932
3,122

19,054

16,562
3,316

19,878

83.30%
16.70%

882
247

100.00%

1,129

(1) As of December 26, 2013, these Fathom Events screens are no longer a part of the NCM LLC network due

to the sale of Fathom Events.

On-Screen Advertising

Our on-screen digital FirstLook pre-feature show consists of national and local advertising, as well as
behind the scenes “making-of” and other entertainment content provided by our content partners and other
clients. The pre-feature show generally ranges in length from 20 to 30 minutes and ends at or about the
advertised show time. We distribute several versions of FirstLook each month, including versions that include
content and national advertisements that are targeted towards movie ratings, specific films, or groups of films
related to specific film genres and local and regional advertisements that play in specific theatre markets or
geographic regions. All FirstLook pre-shows are customized with the branding of the theatre circuits in which the
programming plays. Since 2010, we have the capability to deliver three-dimensional (“3-D”) advertising
campaigns within a 3-D version of the FirstLook program prior to 3-D films.

The majority of our entertainment content segments are provided to us under exclusive multi-year
contractual arrangements with leading media, entertainment and technology companies (“content partners”).
Under the terms of the contracts, our content partners make available to us original content segments and make
commitments (generally for terms of two years) to buy a portion of our advertising inventory at a specified cost
per thousand (“CPM”). The original content produced by these content partners typically features behind-the-
scenes interviews about the “making-of” feature films, upcoming broadcasts, cable television shows, or
technology products. Our agreement with a major wireless communications company to exhibit a cell phone
courtesy public service announcement (“PSA”) expired during the second half of 2013 and was replaced by a
two-year agreement with an insurance company to exhibit a PSA, as well as another two-year agreement signed
in early 2014 with a candy company for a PSA. We also have a long-term agreement to display advertising
(currently 60 seconds) of NCM LLC’s founding members’ beverage supplier.

National advertising is sold on a CPM basis, while local and regional advertising is sold on a per-screen,
per-week basis. While we generally sell our national advertising units across our national network by film rating
or groups of ratings, we also have the ability to sell portions of our network by individual film or film genre
grouping. This offers national advertisers a way to target specific audience demographics at various price points
and overall cost levels, which expands the number of potential clients.

FirstLook was created in order to provide a more entertaining pre-feature program for theatre patrons and a

more targeted and effective advertising platform for our advertising clients by integrating local and national
video advertising with entertainment content segments primarily provided by our content partners.

FirstLook is comprised of up to four segments, each approximately four to seven minutes in length.

Segment four, the first section of FirstLook, begins approximately 20 to 25 minutes prior to the advertised show
time and generally includes local advertising. Segment three typically begins approximately 18 minutes prior to
the advertised show time and features primarily 15 or 30-second local or regional advertisements by individual
theatres, or across an entire DMA® or geographic region. Segment three also includes a two and one-half minute
entertainment content segment. Segment two and segment one run closest to the advertised show time and
feature primarily national and regional advertisements. Both segment two and segment one include a two and
one-half minute entertainment content segment provided primarily by our content partners, along with national
and regional advertisements which are generally 30 or 60 seconds, including a 60 second advertisement at the
end of segment one for the circuits’ beverage supplier. Segment two and segment one begin approximately
13 minutes and 8 minutes, respectively, before the advertised show time.

In 2010, we began selling 3-D advertising that runs prior to select 3-D films. The 3-D advertisements are
placed at the end of the FirstLook pre-show, after a message for patrons to put on 3-D glasses. These 3-D ads
provide average advertising CPMs that are higher than average two-dimensional (“2-D”) pricing due primarily to
a fewer number of 3-D advertisements and improved recall (based on third-party research) associated with those
3-D ads. Theatre patrons are prompted to put their glasses on prior to the 3-D portion of FirstLook so they can be
kept on throughout the end of the FirstLook pre-show, during the film trailers and 3-D feature film. This structure
is designed to provide a better theatre patron experience.

As of December 26, 2013, approximately 96% of our total screens are part of our DCN representing
approximately 97% of our total network attendance. As of December 26, 2013, 15,756, or 83%, of 19,054 total
digital screens are equipped with more powerful digital cinema projectors, with the remainder comprised of LCD
projectors. The 824 screens not connected to our DCN display national and regional advertisements through the
use of USB drives that are shipped to the theatres via overnight delivery services.

The film trailers that typically run before the feature film are not part of FirstLook. Film trailers do not

begin until after the FirstLook program ends at or about the advertised show time.

We offer multiple versions of FirstLook each month that include advertising content that is appropriate for a

specific film or film rating category and branding of the specific theatre operator. This programming flexibility
provides advertisers with the ability to target specific audience demographics and gives us the ability to ensure
that the content and advertising is age-appropriate for the movie audience. We rotate the entertainment content
segments between theatres approximately every two weeks to ensure that frequent moviegoers are entertained by
fresh content segments.

Our goal in creating FirstLook as a branded entertainment program was to create a new “first release
window” for advertising into the marketplace, similar to the way films are released first in cinemas. To that end,
we encourage advertisers to provide us with advertisements before they are shown on other media platforms,
different versions of those advertisements, or original content that is specifically created for cinema. We also
offer pre- and post-production services to our clients (primarily local clients), for a fee, to enhance the quality of
the content we display.

The FirstLook program also includes time slots for NCM LLC’s founding member and network affiliate
advertisements to promote various activities associated with the operations of the theatres, including concessions,
online ticketing partners, gift card and loyalty programs, special events presented by the theatre operator and
vendors of services provided to theatres, so long as such promotion is incidental to the vendor’s service or
products sold in the theatre. This time is provided by us to the theatre operator at no charge and generally
includes 45 seconds within 15 minutes of show time, 15 seconds of which will be placed within 12 minutes of
show time, and the remainder placed at our discretion.

Currently, under the ESAs the last 60 seconds of the FirstLook program is sold to NCM LLC’s founding

members to be used to advertise their beverage concessions. This time is used to satisfy the founding members’

on-screen advertising commitments under their beverage concessionaire agreements. Through 2011, this time
was priced on a CPM basis, which increased each year as specified in the ESA. Per the ESA, beginning in 2012,
the CPM change equaled the prior year annual percentage change in the advertising CPM charged by NCM LLC
to unaffiliated third parties during the last few minutes of the FirstLook pre-show, limited to the highest
advertising CPM being then-charged by NCM LLC.

The arrangements with NCM LLC’s founding members relating to on-screen advertising for their beverage

concessionaires, the agreements with our content partners and the PSAs represented approximately
$141.0 million, or approximately 31%, of our total revenue for the year ended December 26, 2013.

Lobby Network and Promotions

Lobby Entertainment Network (LEN). Our LEN is a network of video screens strategically located

throughout the lobbies of all of our digitally equipped NCM LLC’s founding members’ theatres and the majority
of our network affiliate theatres. As of December 26, 2013, our LEN had 3,063 screens in 1,452 theatres
connected to our DCN. The LEN screens are strategically placed in high-traffic locations such as concession
stands and film queuing and other waiting areas. Programming on our LEN consists of an approximately
30-minute loop of branded entertainment content segments created specifically for the lobby with advertisements
running between each segment. We have the scheduling flexibility to send different LEN programming to each
theatre and the same program is displayed simultaneously on all lobby screens within a given theatre, which we
believe provides the maximum impact for our advertisers. We sell national and local advertising on the LEN
individually or bundled with on-screen or other lobby promotions. The LEN programming includes up to two
minutes for NCM LLC’s founding members’ advertisements to promote activities associated with the operation
of the theatres, including concessions, ticketing partners, gift card and loyalty programs, special events presented
by the theatre operator and vendors of services provided to theatres, so long as such promotion is incidental to the
vendor’s service. Additionally, subject to certain limitations, the LEN programming includes up to two minutes
(one minute of which we provide to NCM LLC’s founding members at no cost and one minute of which NCM
LLC’s founding members may purchase) to promote certain non-exclusive cross-marketing relationships entered
into by the theatre operators for the purpose of increasing theatre attendance, which we call “strategic programs”.

Under the terms of the ESAs, NCM LLC’s founding members also have the right to install additional
screens in their theatre lobbies, which would not display our LEN programming, but would be used to promote
strategic programs or their theatre concessions, ticketing partners, gift card and loyalty programs, special events
presented by NCM LLC’s founding member and vendors of services provided to theatres, so long as such
promotion is incidental to the vendor’s service.

Lobby Promotions. We also sell a wide variety of advertising and promotional products in our theatre

lobbies. These products can be sold individually or bundled with on-screen or LEN advertising. Lobby
promotions typically include:

•

advertising on concession items such as beverage cups, popcorn bags and kids’ trays;

coupons and promotional materials, which are customizable by film and are distributed to ticket buyers
at the box office;

product sampling and display;

touch-screen display units and kiosks; and

signage throughout the lobbies, including posters, banners, counter cards, danglers, floor mats, standees
and window clings.

Under the terms of the ESAs, NCM LLC’s founding members may conduct a limited number of lobby
promotions at no charge in connection with the promotion of motion pictures and their strategic programs;
however, such activities will not reduce the lobby promotions inventory available to us.

Our ability to provide in-lobby marketing and promotional placements in conjunction with our other
marketing solutions allows us to provide integrated marketing products to advertisers with multiple interactions
with theatre patrons throughout the movie-going experience, which we believe is a competitive advantage over
other national media platforms.

Branded Entertainment Websites and Mobile Applications

We have a business website, ncm.com and three consumer facing websites, firstlookonline.com,

FathomEvents.com (which was transferred with the sale) and movienightout.com and mobile apps FirstLookSync
(formerly CinemaSync) and Movie Night Out. We launched FirstLookSync and will continue to expand
FirstLookSync distribution to create a much more important marketing tool for our theatre partners and
advertising clients. FirstLookSync allows our theater partners to engage directly with their patrons to market
tickets for upcoming films and concession products. It also provides a unique marketing tool for our local and
national advertising clients who can use it to distribute coupons and other value-added elements by syncing to
consumers’ smart phones during the playing of ads and content segments in our FirstLook pre-show or on our
lobby network. Our consumer facing websites and mobile apps extend our FirstLook pre-show in order to expand
our advertising reach to online and mobile consumers and provide an opportunity to create a unique integrated
bundle of marketing products for our clients. We also have an online advertising network through selling and
marketing relationships with several movie and entertainment related online websites and mobile app publishers.
We are developing and operating our websites and mobile apps through our existing media production and
technology group and selling the advertising on our advertising network through a small digital sales group and
our existing national and local sales organizations. As these online and mobile activities are supported primarily
through our existing staff and infrastructure, we believe that digital revenue and additional in-theatre integrated
marketing packages can be developed with limited incremental investment and operating costs. We will employ
several marketing strategies to attract patrons to our websites and promote the download and usage of our mobile
apps including placing ads within our FirstLook pre-show. As of December 26, 2013, our online advertising
network included 39 entertainment websites (including our 100% owned sites), with approximately 47 million
unique visitors monthly. This vertically integrated online ad network provides advertisers the ability to target
online entertainment consumers while providing publishers a way to benefit from NCM’s sales infrastructure and
the integration and bundling with NCM LLC’s in-theatre network.

Fathom Events

On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability
company (AC JV, LLC) owned 32% by each of the founding members and 4% by NCM LLC. In consideration
for the sale, NCM LLC received a total of $25.0 million in promissory notes from its founding members (one-
third or approximately $8.3 million from each founding member). The notes bear interest at a fixed rate of
5.0% per annum, compounded annually. Interest and principal payments are due annually in six equal
installments commencing on the first anniversary of the closing. Due to the related party nature of the
transaction, we formed a committee of independent directors that hired a separate legal counsel and an
investment banking firm who advised the committee and rendered an opinion as to the fairness of the transaction.
NCM LLC deconsolidated Fathom Events and recognized a gain on the sale of approximately $25.4 million (net
of direct expenses) during the year ended December 26, 2013. NCM LLC amended and restated its existing
ESAs with each of the founding members to remove those provisions addressing the rights and obligations
related to the digital programming services of the Fathom Events business. These rights and obligations were
conveyed to AC JV, LLC in connection with the sale. In connection with the sale, NCM LLC entered into a
transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the
use of facilities and certain services including creative, technical event management and event management for
the newly formed limited liability company for a period of nine months following the closing. In addition, NCM
LLC entered into a services agreement with a term coinciding with the ESAs, which grants the newly formed
limited liability company advertising on-screen and on our LEN and a pre-feature program prior to Fathom
events reasonably consistent with what was previously dedicated to Fathom. In addition, the services agreement

provides that we will assist with event sponsorship sales in return for a share of the sponsorship revenue. NCM
LLC has also agreed to provide creative and media production services for a fee.

The Fathom Events business focused on the marketing and distribution of live and pre-recorded

entertainment programming to theatre operators to provide additional programs to augment their feature film
schedule. Fathom Consumer events have included live and pre-recorded concerts featuring contemporary music,
opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live
sporting events and other special events.

In 2013, our 73 event nights included genres such as the New York Metropolitan Opera (“Met”), music, arts

and entertainment, big screen premieres, sports and original programming. This represents an 18.9% decrease
over the 90 event nights during 2012, while average revenue per event increased 23.6% due to our focus on
higher quality events.

Sales and Marketing

In-Theatre Advertising. We sell our in-theatre and online advertising products and event sponsorships
through our national, local and regional sales teams. We market our advertising products through our marketing
group located primarily in our New York City sales office.

As of December 26, 2013, we had 36 advertising sales and client development related personnel (including
management and sales support staff) within our national sales group. During 2013, approximately 34.7% of the
total compensation of the national sales staff was related to bonus or commission, which is based on achieving
certain team sales targets in order to enhance coordination and teamwork. Our national sales organization has
proven to be highly profitable and scalable as we have not added a significant number of sales personnel as our
network has expanded. Our national sales staff is located in our sales offices in New York City, Woodland Hills
(outside Los Angeles) and Chicago.

Our local and regional advertising sales staff, comprised of account directors and telesales representatives, is

located throughout the country, with each covering an average of 121 screens per representative. Their
responsibility is to sell cinema advertising to local clients as well as larger regional advertisers. During 2013,
approximately 76.1% of the compensation for local sales staff was based on an individual sales commission on
collected sales. As our network and local business grows, it may require the addition of sales personnel to cover
the new markets or screens. As of December 26, 2013, we had 174 sales personnel (including management and
sales support staff) within our local and regional sales groups, the majority of which work out of their homes
located within the markets they sell.

Over the past several years, we have increased our national and local advertising revenue by expanding our

network and the number of clients and client categories through sales outreach and several marketing tactics,
including expansion and improvement of research provided to clients and the addition of client development
executives. We aggressively market and sell directly to clients as well as advertising agencies. We also on
occasion place advertising in national trade publications, and commission third-party market research to assist
our sales team. We believe that improved research regarding cinema advertising and our network has provided
our customers with compelling statistical evidence of the superiority of our advertising products relative to
television and other traditional advertising mediums based on metrics such as brand recognition, message recall,
and likeability. In addition, we believe that we are capturing an increasing market share from traditional
advertising media platforms such as broadcast TV, by establishing cinema advertising as a more accountable and
effective advertising medium relative to other media. As of December 26, 2013, we had 46 personnel based
primarily in New York and Denver that focus on the marketing, research and public relations aspects of our
advertising business.

Fathom Events. As of December 26, 2013 (prior to its sale) we had a staff of 11 (including management and

sales support staff) that was dedicated to sales. In fiscal year 2013, we held 73 Fathom Consumer events (a

decrease of 18.9% over 2012) attended by approximately 2.1 million patrons (an increase of 4.5% over 2012).
Fathom Consumer events were marketed primarily using designated and unsold inventory in the FirstLook pre-
show, digital trailers after FirstLook, one sheets and other marketing materials in theatre lobbies, through our
websites, our mobile apps and internet sites of our programming partners and other cross-marketing activities
including radio and cable TV advertising.

Media and Creative Services

Our media and creative services department uses state of the art, proprietary and non-proprietary

technologies and practices to ensure the consistent image and sound quality of the FirstLook and Fathom Event
promotional content distributed over our network, creating the highest possible cinema quality presentation for
FirstLook, LEN presentations and all of our other in-theatre marketing products, associated with the Fathom
Events business (prior to its sale). We believe the expertise of this group in optimizing content for cinema
playback within our FirstLook pre-show, Fathom Events and our internet sites and mobile apps, has been
instrumental in our ability to provide a better experience for the theatre patron and to enhance our ability to
attract and retain our on-screen advertising clients, build and retain relationships with network affiliates and
market Fathom Events. We provide a full spectrum of 2-D and 3-D production and post-production services to
our advertising clients on a per contract fee basis, including audio enhancements, color correction and noise
reduction. Our expertise in cinematic production and our ability to tailor advertisements developed for television
to a high-definition cinema playback format facilitates the ability of national advertisers to display content
originally provided for television thus optimizing their original investment to the big-screen presentation. We
also offer creative and production services to our clients (primarily local clients), developing full sight, sound and
motion high-definition advertisements from concept to completion. This service substantially reduces the
obstacles for smaller clients to invest in cinema-quality advertising and ensures a higher quality presentation for
cinema patrons. During 2013, we produced and performed post-production services for approximately 55% of
the local advertisements that played across our networks. NCM LLC’s founding members also engage us for the
production of their on-screen concession product advertisements and policy trailers.

Technology and Other Corporate Branding

We utilize our digital media expertise, our proprietary DCS and various digital network technologies to
deliver a high quality cinema advertising pre-show and pre-recorded Fathom Events to our network theatres.
These technologies facilitate the delivery of a high-quality entertainment experience and provide advertising
clients a lower cost and more programming flexibility. Moreover, our technology allows significant operational
and scheduling flexibility to our advertising clients that can target various demographic groups by location, film
rating or film title and measure advertising audience size and efficiently monitor and provide audit data of the on-
screen playback.

We employ two satellite networks to distribute content to our theatres. Our DCN, which is the combination

of a satellite distribution network and a terrestrial network, distributes our FirstLook content to 19,054 digital
screens (96% of the total), 1,487 theatres and over 3.6 million seats, representing 97% of the total attendance of
our advertising network as of December 26, 2013. Our DBN satellite network was used to support live Fathom
Events by broadcasting live feeds to over 1,100 screens in over 760 theatres and approximately 268,000 theatre
seats. As a result of the Fathom sale on December 26, 2013, this DBN network was transferred along with the
Fathom business.

The satellite technology we use provides a cost-effective means to deliver live and pre-recorded digital
content to theatres. We employ a variety of technologies that “wrap” around the satellite process to help provide
uninterrupted service to theatres. For example, our proprietary DCS has automated implementation capabilities
that allow for data files to be multicast to theatres throughout our DCN. Our digital content system operated in
our network operations center (“NOC”) combined with in-theatre systems that are connected to the Alternative
Content Engine (“ACE”) are interfaced with our satellite provider network to dynamically control the quality,

placement, timing of playback and completeness of content within specific auditoriums. The integrated DCN
(including the DCS software) is controlled by our NOC in our Centennial, Colorado headquarters, which
supports and monitors approximately 78,900 network hardware devices and approximately 503,000 maintenance
alarm technology points on the LEN network as of December 26, 2013.

Through our NOC, we have access to and can monitor and initiate repairs to the equipment in our entire
digital network of theatres. Our NOC operates 24 hours a day, seven days a week. Digital content is uploaded
from our NOC and distributed through the DCN to theatres in advance of playback. The content is delivered via
multicast technology to all theatres in our network and received by our theatre management system where it is
held until displayed in specified theatre auditoriums according to its contract terms. Each theatre auditorium has
a hardware and software architecture that controls the content to be shown in the auditoriums or over the LEN in
the theatre lobby. After the theatre management system receives digital content, confirmation of content playback
is returned via satellite to our NOC to be included in “post” reports provided to our advertising clients.

Our Competitive Strengths

We believe that our key competitive strengths include:

Superior National Advertising Network

We believe that our national advertising network delivers measurable results versus television, online and

mobile or other video advertising networks, by allowing for effective targeting of marketing messages to a large,
young and affluent audience, yielding a superior return on investment for advertisers as compared to traditional
national and local media platforms. As a result, we are able to compete more effectively for marketing spending
by local and national advertisers through our relationships with a diversified group of local and national
advertisers and agencies throughout the U.S. The following are the key competitive strengths of our advertising
network:

• Extensive National Market Coverage. Our contractual agreements with NCM LLC’s founding

members and network affiliates provide long-term exclusive access, subject to limited exceptions, to
the largest network of digitally equipped theatres in the U.S. and allow us to sell advertising nationwide
which we distribute using our advertising network. As of December 26, 2013:

•

our advertising network included 19,054 digital screens (15,932 operated by NCM LLC’s
founding members) and 19,878 screens in total (16,562 operated by NCM LLC’s founding
members) located in 1,576 theatres (1,242 operated by NCM LLC’s founding members) in
48 states and the District of Columbia;

the total annual advertising network theatre attendance was approximately 699.2 million (598.4
million from NCM LLC’s founding members), which increased 1.3% compared to 2012. Our
network represented approximately 55% of the total U.S. theatre attendance, with some of the
most modern and highly attended theatres in the industry, as measured by screens per location and
attendance per screen;

the average screens per theatre in our network was 12.6 screens, 1.7 times the U.S. theatre
industry average, and the aggregate annual attendance per screen of theatres included in our
network during 2013 was 39,056, versus the U.S. theatre industry average attendance per indoor
screen of 34,290, using metrics reported by the National Association of Theatre Owners
(“NATO”);

our advertising network had theatres in the largest U.S. markets, including each of the top
25 DMAs®, 49 of the top 50 DMAs®, and 187 DMAs® in total;

approximately 73% of our screens (76% of our attendance) were located within the top 50 U.S.
DMAs® and approximately 32% of our screens (38% of our attendance) were located within the
top 10 U.S. DMAs®;

•

theatres within our advertising network represented approximately 68%, 67%, and 65% of the
total theatre attendance in theatres that showed national advertising in the top 10, top 25 and top
50 U.S. DMAs®, respectively and 62% for all DMAs®, providing a very attractive platform for
national advertisers who want exposure in larger markets or on a national basis and

approximately 83% of our digital screens and approximately 90% of NCM LLC’s founding
member digital screens were connected to higher quality digital cinema projectors that will further
improve the on-screen presentation for advertisers and allow us to display 3-D advertising in most
of our network theatres.

We plan to continue to expand our network through the addition of new network affiliates and theatres
built or acquired by our founding members and existing network affiliates. Under the terms of the
ESAs and common unit adjustment agreement all new theatres built or acquired (subject to existing
advertising sales agreements) by NCM LLC’s founding members will become part of our network.
This expansion will continue to improve our geographic coverage and enhance our ability to compete
with other national advertising mediums. In late 2012 and in 2013, our founding members acquired
109 theatres (with 1,437 screens). These acquisitions expanded our network by 12 theatres (192
screens) as 97 theatres (with 1,245 screens) were operated by existing network affiliate theatre circuits.
In addition, 14 acquired theatres with 223 screens will join our network when their advertising
agreement with a competitor expires in November 2018.

• Targeted, Flexible Advertising Medium. Our digital network technology gives us flexibility to

distribute content to specific theatres or screens, geographic regions, or demographic groups based on
film title, film rating category or film genre. As a result, our clients can deliver a targeted advertising
message, using high quality sight, sound and motion across our entire national digital network. Further,
our technology provides distribution lead times that are comparable to television and reduces our
advertising clients’ operating costs, enabling us to respond quickly to client requests to change
advertising content.

• Access to a Highly Attractive Demographic Segment. We offer advertisers the ability to reach young
and affluent consumers. According to Nielsen Cinema Audience Reports for the first half of 2013,
47.0% of the NCM audience was between the ages of 12-34. Further, 40% of moviegoers have a
household income greater than $100,000 (vs. 25% of the U.S. population according to the 2013
Census) and 45% have received a Bachelor’s degree or higher (vs. 30% of the U.S. Population
according to the 2013 Census), according to the GfK MRI 2010 TwelvePlus Study. We believe that this
demographic is highly coveted by advertisers and is far more effectively reached in cinema than in
most traditional media platforms.

• Engaged Theatre Audience. We believe that cinema advertising benefits from the impact of the big

screen, high quality visual presentation, and digital surround sound presented in an engaged,
distraction-free theatre environment. Cinema advertising is one of the few media platforms in which
the viewer does not have the ability to skip or turn off the marketing messages. According to industry
studies, theatre advertising is more effective than advertising shown on television as measured by
unaided recall rates. We believe that the impact of our on-screen advertising (representing 94% of our
total advertising revenue) presentation will be further enhanced by the new high quality digital cinema
equipment that has been installed in our network theatres.

•

Superior Audience Measurability. We receive monthly attendance information by film, by rating and
by screen for all of NCM LLC’s founding member theatres and the theatres operated by our network
affiliates, which allows us to report to clients the audience size for each showing of a film and our pre-
show. We also obtain third-party research that provides us with the percentage of the total attendance
that is in their seats at various times prior to the advertised show time. We believe that the sharing of
this information with our national clients gives us a distinct competitive advantage over traditional
media platforms that are based on significant extrapolations of a very small sample of the total
audience.

Since NCM Inc.’s February 2007 IPO, NCM LLC’s founding members have added approximately 3,500 net
new screens and 33 network affiliates have been added to our network with approximately 2,400 screens. During
2013 and thus far in 2014, we added seven new affiliate theatre circuits (with 303 screens) to our national
network. In total, these contracted new affiliate theatres are expected to add approximately 8 million new
attendees on a full-year pro-forma basis, which we expect will result in approximately 118 million new salable
national advertising impressions (assuming 14 national advertising units of 30 seconds each). Our sales force
integrates these additional impressions into the advertising sales process as they are added to our network and
thus these attendees will provide the opportunity to expand our revenue, operating income and cash flow. We
believe that the continued growth of our network will expand our national reach and geographic coverage to
strengthen our selling proposition and competitive positioning versus other national and local video and other
advertising platforms.

Scalable, State-of-the-Art Digital Content Distribution Technology

Our use of the combination of a satellite and terrestrial network technology, combined with the design and
functionality of our DCS and NOC infrastructure make our network efficient and scalable and allow us to target
specific audiences desired by our advertising clients and provide scheduling flexibility that is similar to
advertising on television. Our proprietary DCS provides many distribution, scheduling, reporting and auditing
features. We currently playback nearly 4 million digital content files per day through our DCS. Our DCS also
provides the ability to program advertisements from our NOC as required by advertising clients, which shortens
lead times and provides increased flexibility to change messages or target specific audiences for our advertising
clients. Through our separate DBN, we currently distribute live programming to over 760 locations.

As of December 26, 2013, our advertising network had 19,054 digital screens, covering approximately 97%
of our network attendance. In 2010, we began to connect our DCN to the higher quality digital cinema projectors
being installed by NCM LLC’s founding members and network affiliates. These digital cinema projectors
provide a much higher quality 2-D image and the ability to project 3-D advertising on screens that are equipped
with 3-D playback technology.

Our NOC, DCS and other network software also provide us with the capability to directly monitor over
78,900 in-theatre network devices and 503,000 maintenance alarm technology points within our theatre network
on a near real-time 24/7 basis as of December 26, 2013, providing high network reliability and timely reporting
as required by our advertising clients. The scalability of our NOC and distribution technology has allowed us to
increase the number of devices and alarm points since our IPO with minimal additional capital expenditures or
personnel, and we expect to benefit from this scalability in the future as we add new theatres operated by NCM
LLC’s founding members and from existing network affiliate relationships and the addition of new network
affiliate circuits. In select theatres, we have installed a device that we created to monitor sound levels in theatre
auditoriums and report any variations from pre-set standards to our NOC. This provides us with an additional
value proposition for our advertising clients versus television, online, mobile and other competing national media
networks.

Innovative, Branded Digital Pre-Feature Content

We believe that our digital entertainment and advertising pre-feature program, FirstLook, provides a high-

quality entertainment experience for patrons and an effective marketing platform for advertisers. We have
branded our pre-feature shows, FirstLook, to reinforce our goal of creating the “first release window” for
advertising into the marketplace, similar to the way that films are released first in cinemas. We partner with
leading media, entertainment and technology companies to provide more original content for the audience and
more impact for the advertiser. We have designed the FirstLook programs with separate local and national
“pods,” consistent with the placement on television networks. During 2010, we began to produce a 3-D segment
of FirstLook. We believe the ability to distribute 3-D advertisements across our national network is a unique
selling proposition versus television, online and mobile and thus will enhance our national advertising revenue
growth in the future.

Our relationships with our content partners under exclusive multi-year contractual agreements provide high

quality entertainment content that is dispersed throughout the show. The multi-year contracts with our content
partners, our PSAs, and arrangements to satisfy NCM LLC’s founding members’ on-screen marketing
obligations to their beverage concessionaires provide a significant up-front revenue commitment, accounting for
approximately 31% of our total revenue for the year ended December 26, 2013. According to customer research
conducted by us and independent research companies, the production of a higher quality branded pre-feature
program improves the entertainment experience for patrons as well as the effectiveness of the advertising
message.

Integrated Marketing Products

Along with our on-screen advertising opportunities, we offer advertisers the opportunity to integrate and

reinforce their on-screen advertisements with various online and mobile marketing and in-lobby marketing.

• Our online and mobile marketing products include advertisement placement on our

firstlookonline.com, FathomEvents.com (until its sale), and movienightout.com websites and on our
Movie Night Out and FirstLookSync mobile apps, and throughout websites that are part of our online
advertising network that as of December 26, 2013 includes 39 entertainment websites (including our
100% owned sites) with approximately 47 million monthly unique visitors.

• Our in-lobby marketing programs include advertisements displayed on our LEN high-definition

television screens, posters, tickets, box office coupon handouts, popcorn bags and beverage cups and
on-site product sampling opportunities. According to a Nielsen survey of moviegoers for the first
half of 2013, movie patrons spend, on average, approximately nine minutes in the theatre lobby
(before, during and after the last movie that they viewed in the theatre).

• Our chief creative officer, other creative personnel and our marketing team assist advertisers in
creating entertaining, fully integrated online and cinema marketing campaigns with maximum
impact.

Exposing patrons to an integrated marketing campaign of online, mobile, in-lobby and on-screen advertising

creates a consistent marketing message through multiple touch points during the entire cinema experience. The
marketing interaction for our clients begins when consumers choose a film or event online or on mobile devices
and continues through the subsequent entertainment experience in the theatre, lobbies, and through marketing
pre-shows prior to the feature film and extends beyond the theatre experience through subsequent online/mobile
interaction. We believe these multiple marketing impressions through the entire entertainment experience allows
our advertisers to extend the exposure for their brands and products and create a more engaging “relationship”
with the consumer that is not available with broadcast or cable television or traditional display advertising.

Strong Operating Margins with Limited Capital Requirements

Our annual Adjusted OIBDA margins have been consistently strong, ranging from approximately 49% to

52% over the last five years. Refer to “Item 6. Selected Financial Data-Notes to the Selected Historical Financial
and Operating Data” for a discussion of the calculation of Adjusted OIBDA margin and the reconciliation to
consolidated net income. In addition, NCM LLC’s founding members and their Digital Cinema Integration
Partners, LLC (“DCIP”) joint venture have invested substantial capital to deploy, expand and upgrade the
network equipment within their theatres including the recent deployment of the higher quality digital cinema
equipment. Due to the network equipment investments made by NCM LLC’s founding members and DCIP joint
venture in new and acquired theatres and the requirements in the ESAs to make future investments for equipment
replacements, and the scalable nature of our NOC and other infrastructure, we do not expect to make major
capital investments to grow our operations as our network of theatres expands. The combination of our strong
operating margins and our limited capital expenditures, ranging from approximately 2% to 3% of revenues over
the last five years, has allowed us to generate significant unlevered free cash flow (defined as operating income
(or loss) before depreciation and amortization expense and minus capital expenditures) before distributions to

NCM LLC’s owners. For the year ended December 26, 2013, our capital expenditures were $10.6 million, of
which $2.2 million related to investments in network equipment to add new network affiliate theatres and make
improvements to our inventory management and other systems required to efficiently run and expand our
business. We believe our expected level of unlevered free cash flow generation should provide us with the
strategic and financial flexibility to pursue the further expansion of our national theatre network, invest in other
growth opportunities and continue to make dividend payments to our stockholders.

Dividend Policy

Our dividend policy is described in “Item 5. Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities—Dividend Policy”.

Our Strategy

We believe that the digital evolution of the media business coupled with our unique asset base and
management competencies will provide us with an opportunity to be a unique and powerful national and local
advertising network that will gain market share within the broader advertising marketplace. Our primary strategic
initiatives are to:

Expand and Improve the Quality of Our Theatre Network

Expanding our Geographic Coverage and National Reach. We continue to expand the reach and geographic

coverage of our national digital network by connecting additional theatres to our network that NCM LLC’s
founding members buy or build and by establishing additional network affiliate agreements with other theatre
circuits. The ESAs require that all of NCM LLC’s founding members’ new or acquired theatres be added to our
network in return for the issuance of new NCM LLC units. Our strategy is to continue to expand our theatre
network through the acquisition and new construction activities of NCM LLC’s founding members and by
creating new relationships with regionally located network affiliates with theatres in smaller markets where we
do not currently have significant market coverage. By increasing our advertising reach and broadening our
geographic coverage, we believe we will be better able to compete with other national media platforms such as
television networks and new emerging advertising platforms distributed over the internet and on mobile devices.

Improving the Technical Quality and Content Presentation of Our Network. In 2010, we began the transition

of our production and distribution capabilities to the new digital cinema platform, including the ability to
distribute and display 3-D advertising and events. The industry rollout of the digital cinema equipment for
feature films began in 2010 when the DCIP financing was completed by our three NCM LLC’s founding
members’ theatre circuits. The DCIP deployment of digital cinema systems was essentially completed in our
founding member theatres during 2013. These new systems not only provide higher quality 2-D images, they also
give us the capability to provide 3-D advertising and 3-D live and pre-recorded events. In 2010, we launched our
3-D advertising strategy within the FirstLook pre-show and in 2011 began to roll-out the ability to distribute 3-D
ads digitally across our network. As of December 26, 2013, 15,756 total screens (including network affiliates)
within our digital network were connected to digital cinema projection equipment, representing approximately
79% of our network screens. In order to provide for the connection of the new higher quality digital cinema
equipment to our network, we agreed to an amendment of the ESAs that increased NCM LLC’s founding
member theatre access fee as the digital cinema system is connected to our advertising network. In addition to the
digital cinema integration, we and certain of our theatre partners have installed sound monitoring and other
devices that capture sound levels in certain auditoriums which enables us to monitor sound electronically from
our NOC or through communications with the circuit. This innovation provides sound level data that is measured
at the point of consumer consumption, which is a unique service we offer to our advertisers. We are also
continually upgrading our DCS distribution software to provide more effective targeting of advertisements
toward specific theatre audiences.

Expand Our Advertising Client Base

National Advertising. We intend to increase our market share of U.S. advertising spending by increasing our

advertising inventory utilization by creating expanded relationships with existing advertising clients and by
broadening our advertising client base associated with new and existing client categories. Our national sales team
has been successful in this effort, as during 2012 and 2013, we added 30 clients in each year that were first time
clients or had not advertised with us since our IPO. These new clients included companies in the apparel,
banking, cable television, computer hardware/software, confectionary, home audio/video equipment, import auto,
insurance, internet, liquor, medical, movie studios, personal care, prepared foods, print media, restaurant, QSR,
telecom, toys and transportation industries. Since 2009, we expanded our client base by approximately 71% to
376 national advertisers. Despite this growth, we believe there are still thousands of clients that currently
advertise on television or the internet that do not use our network. For instance, our share of spending by clients
in the QSR, consumer package goods (“CPG”) and retailer categories, among other categories, is relatively low
compared to television. In addition to the continued expansion of our network, we are aggressively marketing
and selling the positive attributes of our network relative to other mediums, including the fact that it is impossible
to skip our ads or otherwise make them go away, while almost all other video advertising mediums have devices
that allow consumers the ability to skip or turn off ads. We also offer various unique integrated marketing
products that bundle our on-screen, in-theatre promotions, online/mobile and Fathom Events sponsorship
platforms. Beginning in 2012, we also began to participate in the television up front process, including a
presentation in New York City in early May during the “TV Up Front” week. This “up front strategy” has begun
to yield positive results as it has increased our market awareness among media buyers and clients and raised our
credibility as a powerful national advertising network allowing us to compete for upfront commitments
traditionally made exclusively to cable and broadcast TV networks. We believe that over time, these tactics will
help increase our market share of spending by more clients and client categories.

Local advertising. In addition to continuing to add high quality local salespeople to properly cover the

expanding number of screens in our network, we have also continued to strengthen regional sales positions to
focus exclusively on larger regional clients, such as car dealer associations, state agencies, insurance companies
and QSR, that operate across an entire DMA®, multiple DMAs® or states. We have also begun to provide access
to better FirstLook inventory for our regional advertising clients. These strategies have proven successful, and we
are continuing to expand this regional strategy to other client categories, including casual dining, tourism,
education, healthcare and retail. In 2014, we will also be expanding our local sales force to provide better
coverage of certain theatres where inventory utilization was low. We aggressively market our local and regional
advertising products, including direct marketing campaigns to businesses within a specified radius of our
network theatres. These successful campaigns are often bundled with theatre lobby promotions and onscreen
advertising. Due to the relatively low percentage of local advertising inventory sold today in many of our
theatres, we believe that an opportunity exists to continue to expand our local and regional business. We have
also benefited from our efforts to reduce local salesperson attrition, providing balanced commissions and benefit
packages and training and other corporate support.

Expand Our Internet/Mobile Platform

Advertising clients are increasingly seeking new ways to create integrated marketing solutions across
multiple digital platforms. By bundling our on-screen and in-theatre promotional marketing products with online
and mobile inventory provided by the 39 entertainment websites (including our 100% owned consumer sites,
firstlookonline.com and movienightout.com), our mobile apps Movie Night Out and FirstLookSync (formerly
CinemaSync) that are part of our online advertising network, and the 118 entertainment websites and apps that
are part of our video pre-roll network, we allow clients to benefit from a bundle of digital marketing products
focused on the entertainment consumer. Our online advertising network, launched in 2009, and our Movie Night
Out mobile app, launched in 2010, creates an entertainment focused advertising network that provides smaller
entertainment websites access to our national and local sales force as well as rich media widgets and other
content created by our media production group. As of December 26, 2013, our Movie Night Out and
FirstLookSync mobile apps had nearly 2.2 million downloads. In mid-2013 we re-launched our mobile app

FirstLookSync in order to allow our clients to use their on-screen ads to engage movie-goers through their smart
phones. Once FirstLookSync is more widely distributed we expect it will provide a unique integrated marketing
tool for our clients that can be bundled with our on-screen and lobby marketing products. During 2014, we will
continue to work with our theatre partners and several movie related app publishers to integrate the
FirstLookSync capabilities into their apps.

Intellectual Property Rights

We have been granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain
proprietary software for the delivery of digital advertising and other content through our DCN to screens in the
U.S. We have made improvements to this software since the IPO date and we own those improvements, except
for improvements that were developed jointly by us and NCM LLC’s founding members.

We have secured U.S. trademark registrations for NCM, National CineMedia, NCM Media Networks, and
Movie Night Out. It is our practice to defend our trademarks and other intellectual property rights, including the
associated goodwill, from infringement by others. We are aware that other persons or entities may use names and
marks containing variations of our registered trademarks and other marks and trade names. Potentially, claims
alleging infringement of intellectual property rights, such as trademark infringement, could be brought against us
by the users of those other names and marks. If any such infringement claim were to prove successful in
preventing us from either using or prohibiting a competitor’s use of our registered trademarks or other marks or
trade names, our ability to build brand identity could be negatively impacted.

Customers

Advertising Customers. Our advertising business has a diverse customer base, consisting of national and

local advertisers. As of December 26, 2013, we had displayed advertising since 2006 with 376 national
advertisers across a wide variety of industries. During the year ended December 26, 2013, we derived 69% of our
advertising revenue from national clients (including advertising agencies that represent our clients), 10% from
NCM LLC’s founding members’ beverage agreements and 21% from our relationships with thousands of local
advertisers across the country (including advertising agencies that represent these clients).

Each of NCM LLC’s founding members has a relationship with a beverage concessionaire under which they
are obligated to provide on-screen advertising time as part of their agreement to purchase syrup. During 2013, we
provided 60 seconds of on-screen advertising time to NCM LLC’s founding members. The ESAs provide for
NCM LLC’s founding members to purchase this on-screen advertising time at a rate (intended to approximate a
market rate) that is provided in the ESA. During 2013, the beverage concessionaire revenue was 8.9% of our total
revenue.

Content Partners and PSAs. We have multi-year contractual relationships that provide entertainment

content segments in the FirstLook program and minimum annual advertising spending commitments with several
entertainment, media and technology companies. These agreements require that the content partners will provide
non-commercial content segments that are entertaining, informative or educational in nature and will purchase a
specified dollar amount of advertising at a specified CPM over a two-year period with options to renew,
exercisable at the content partner’s option. We also have exclusive PSAs reminding moviegoers to silence their
cell phones and refrain from texting during feature films. During 2013, the total advertising purchased by these
content partners and PSAs represented approximately 31% of our total revenues.

Competition

Our advertising business competes in the estimated $153.5 billion U.S. advertising industry with many other

forms of marketing media, including television, radio, print media, internet, mobile and outdoor display
advertising. While cinema advertising represents a small portion of the advertising industry today, we believe it

is well positioned to capitalize on the shift of advertising spending away from traditional mass media to more
targeted and effective forms of digital media. As the number of digital media platforms continues to increase, the
ability to target narrow consumer demographics, to engage directly with consumers and to provide measurable
third-party marketing information has become increasingly important. We believe that proliferation of digital
technology enabling improved data collection may increase advertisers’ demand for digital advertising platforms
including cinema. In addition, our network is well positioned to benefit from several broad market trends, most
noticeably the increasing adoption of digital video recorders (“DVRs”) and other new digital technology that
allows consumers to skip advertisements. Cinema is one of the few media platforms where consumers cannot
skip advertisements.

Through the visual quality and impact of the big screen and surround sound, we are able to display high
impact advertising impressions to our audiences. According to Nielsen Brand Effect (formerly Nielsen IAG)
Research, cinema advertising has generated ad recall up to four times greater than the same advertising shown on
television. Given the scale and technical capabilities of our digital network, we are able to tailor our advertising
programs with more flexibility and to a broader audience than other cinema advertising companies, providing a
more entertaining consumer experience and a more effective advertising platform for advertisers. We also
believe that as online and mobile video platforms expand with the proliferation of viewing devices, such as
tablets, video programming will become more fragmented and the national reach and high quality presentation of
our network will become more valuable to marketers.

Our advertising business also competes with other providers of cinema advertising, which vary substantially

in size. As a large provider of cinema advertising in the U.S., we believe that we are able to generate economies
of scale, operating efficiencies and enhanced opportunities for our clients to access a national and local audience
as well as allowing us to better compete with television and other national advertising networks.

Employees

We have 606 employees as of December 26, 2013. Our employees are located in our Centennial, Colorado
headquarters, in our advertising sales offices in New York, Los Angeles and Chicago, our software development
office in Minneapolis and local advertising account executives and field maintenance technicians that work
primarily from their homes throughout the U.S. None of our employees are covered by collective bargaining
agreements. We believe that we have a good relationship with our employees.

Government Regulation

Currently, we are not subject to regulations specific to the sale and distribution of cinema advertising. We
are subject to federal, state and local laws that govern businesses generally such as wage and hour and worker
compensation laws.

Available Information

We maintain a website at www.ncm.com, on which we will post free of charge our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports
under the heading “Investor Relations” located at the bottom of the page as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).
We also regularly post information about the Company on the Investor Relations page. We do not incorporate the
information on our website into this document and you should not consider any information on, or that can be
accessed through, our website as part of this document. You may read and copy any materials we file with the
SEC at the Securities and Exchange Commission Public Reference Room at 100 F. Street, N.E., Washington,
D.C. 20549. The SEC also maintains a website that contains our reports and other information at www.sec.gov.

Executive Officers of the Registrant

Shown below are the names, ages as of December 26, 2013 and current positions of our executive officers.
There are no family relationships between any of the persons listed below, or between any of such persons and
any of the directors of the Company or any persons nominated or chosen by the Company to become a director or
executive officer of the Company.

Name

Age

Position

Kurt C. Hall . . . . . . . . . . . . . . . . . . . .
Clifford E. Marks . . . . . . . . . . . . . . .
Ralph E. Hardy . . . . . . . . . . . . . . . . .
Earl B. Weihe (1) . . . . . . . . . . . . . . .
David J. Oddo . . . . . . . . . . . . . . . . . .

Jeffrey T. Cabot

. . . . . . . . . . . . . . . .

President, Chief Executive Officer and Chairman
President of Sales and Marketing

54
52
62 Executive Vice President and General Counsel
65 Executive Vice President and Chief Operations Officer
46

Senior Vice President, Finance and Interim Co-Chief Financial
Officer
Senior Vice President, Controller and Interim Co-Chief Financial
Officer

(1) On December 27, 2013, Mr. Weihe resigned from his position as Executive Vice President and Chief

Operations Officer of the Company and will continue to serve in an advisory role with NCM LLC until his
retirement. On December 27, 2013, Alfonso P. Rosabal, Jr. was appointed Executive Vice President, Chief
Operations Officer and Chief Technology Officer.

Kurt C. Hall. Mr. Hall was appointed President, Chief Executive Officer and Chairman of NCM, Inc. in
February 2007 and held those same positions with NCM LLC since formation in March 2005. He has also served
as Chairman, President and Chief Executive Officer of NCM, Inc. since formation in October 2006. Prior to his
current position, from May 2002 to May 2005, Mr. Hall served as Co-Chairman and Co-Chief Executive Officer
of Regal Entertainment Group and President and Chief Executive Officer of its media subsidiary Regal
CineMedia Corporation. From 1988 to 2005, Mr. Hall has held various executive positions with United Artists
Theatre Company, and its predecessor companies, including Chief Financial Officer and then Chief Executive
Officer when it became part of Regal Entertainment Group in 2002.

Clifford E. Marks. Mr. Marks was appointed NCM, Inc.’s President of Sales and Marketing in February

2007 and held those same positions with NCM LLC since March 2005. He has been an advertising, marketing
and sales professional for 25 years. Prior to his current position, Mr. Marks served as president of sales and
marketing with Regal Entertainment Group’s media subsidiary, Regal CineMedia Corporation, from May 2002
to May 2005. Before joining Regal CineMedia, Mr. Marks was a senior vice president at ESPN/ABC Sports
where he oversaw its advertising sales organization from 1998 to May 2002.

Ralph E. Hardy. Mr. Hardy was appointed Executive Vice President and General Counsel of NCM, Inc. in

February 2007 and held those same positions with NCM LLC since March 2005. Prior to his current position,
from May 2002 to May 2005, Mr. Hardy served as Executive Vice President and General Counsel for Regal
CineMedia Corporation. From 1989 to 2005, Mr. Hardy has held various legal executive positions with
United Artists Theatre Company and its predecessors.

Earl B. Weihe. Mr. Weihe was appointed as Executive Vice President and Chief Operations Officer of
NCM, Inc. in January 2010. Prior to this appointment, Mr. Weihe served as Senior Vice President of Operations
for NCM LLC since July 2005. From his original hire in March 2002 until July 2005, Mr. Weihe served as Vice
President of Operations for NCM LLC and its predecessor, Regal CineMedia Corporation.

David J. Oddo. Mr. Oddo was appointed Interim Co-Chief Financial Officer (principal financial officer) in

March 2013. Mr. Oddo has served as NCM LLC’s Senior Vice President, Finance since August 2013. Prior to
this role, Mr. Oddo served as Vice President, Finance since January 2009. From 1991 to 2009, Mr. Oddo has held
various internal audit, accounting and finance positions with United Artists Theatre Company, Regal CineMedia
Corporation and NCM LLC.

Jeffrey T. Cabot. Mr. Cabot was appointed Interim Co-Chief Financial Officer (principal accounting officer)
in March 2013. Mr. Cabot has served as NCM LLC’s Senior Vice President, Controller since January 2012. Prior
to joining NCM LLC, Mr. Cabot served in an international accounting role at Molycorp, Inc., a rare earth and
rare metals company, from May 2011 to December 2011. From April 2008 to August 2010, Mr. Cabot served as
Director of Finance for Liberty Global Japan, the largest cable operator in Japan and a subsidiary of Liberty
Global Inc.

Alfonso P. Rosabal, Jr. Mr. Rosabal, 43, was appointed the Company’s Executive Vice President, Chief
Operations Officer and Chief Technology Officer on December 27, 2013. Prior to this appointment, Mr. Rosabal
served as Executive Vice President and Chief Technology Officer for NCM LLC since May 2010. Prior to
joining NCM LLC, Mr. Rosabal served as Chief Technology Officer for the City of Denver from November
2007 to May 2010 where he oversaw technology operations. Mr. Rosabal has been a technology and operations
executive for over 20 years and his previous experience includes positions with Nextel Communications, WPP
and Ford Motor Company subsidiaries, IBM and the Department of Defense.

Item 1A. Risk Factors

Ownership of the common stock of the Company involves certain risks. Holders of the Company’s securities

and prospective investors should consider carefully the following risks and other information in this document,
including our historical financial statements and related notes included herein. The risks and uncertainties
described in this document are not the only ones facing us. If any of the risks and uncertainties described in this
document actually occur, our business, financial condition and results of operations could be adversely affected
in a material way. This could cause the trading price of our common stock to decline, perhaps significantly, and
you may lose part or all of your investment.

Risks Related to Our Business and Industry

Changes in the ESAs with, or lack of support by, NCM LLC’s founding members could adversely affect our
revenue, growth and profitability

The ESAs with NCM LLC’s founding members are critical to our business. The three ESAs each have an
initial term of 30 years beginning February 13, 2007 and provide us with a five-year right of first refusal, which
begins one year prior to the end of the term of the ESA on February 13, 2037. In connection with the Fathom sale
on December 26, 2013, the ESAs were modified to remove those provisions addressing the rights and obligations
related to digital programming services of the Fathom Events business unit. NCM LLC’s founding members’
theatres represent approximately 83.3% of the screens and approximately 85.6% of the attendance in our network
as of December 26, 2013. If any one of the ESAs was terminated, not renewed at its expiration or found to be
unenforceable, it would have a material adverse effect on our revenue, profitability and financial condition.

The ESAs require the cooperation, investment and support of NCM LLC’s founding members, the absence

of which could adversely affect us. Pursuant to the ESAs, NCM LLC’s founding members must make
investments to replace digital network equipment within their theatres and equip newly constructed theatres with
digital network equipment. If NCM LLC’s founding members do not have adequate financial resources or
operational strength, and if they do not replace equipment or equip new theatres to maintain the level of
operating functionality that we have today, or if such equipment becomes obsolete, we may have to make
additional capital expenditures or our advertising revenue and operating margins may decline.

If the non-competition provisions of the ESAs are deemed unenforceable, NCM LLC’s founding members
could compete against us and our business could be adversely affected

With certain limited exceptions, each of the ESAs prohibits the applicable NCM LLC founding member
from engaging in any of the business activities that we provide in NCM LLC’s founding member’s theatres under

the ESA, and from owning interests in other entities that compete with us. These provisions are intended to
prevent NCM LLC’s founding members from harming our business by providing cinema advertising services
directly to their theatres or by entering into agreements with third-party cinema advertising providers. However,
under state and federal law, a court may determine that a non-competition covenant is unenforceable, in whole or
in part, for reasons including, but not limited to, the court’s determination that the covenant:

•

is not necessary to protect a legitimate business interest of the party seeking enforcement;

unreasonably restrains the party against whom enforcement is sought; or

is contrary to the public interest.

Enforceability of a non-competition covenant is determined by a court based on all of the facts and
circumstances of the specific case at the time enforcement is sought. For this reason, it is not possible for us to
predict whether, or to what extent, a court would enforce the non-competition provisions contained in the ESAs.
If a court were to determine that the non-competition provisions are unenforceable, NCM LLC’s founding
members could compete directly against us or enter into an agreement with another cinema advertising provider
that competes against us. Any inability to enforce the non-competition provisions, in whole or in part could cause
our revenue to decline.

Because we rely heavily on NCM LLC’s founding members’ and our network affiliates’ ability to attract
customers, any reduction in attendance at NCM LLC network theatres could reduce our revenue.

Our business is affected by the success of NCM LLC’s founding members and to a lesser extent our
network affiliates, who operate in a highly competitive industry whose attendance is reliant on the presence of
motion pictures that attract audiences. From the late 1990s through 2002, the number of movie screens and the
level of theatre attendance in the U.S. increased substantially, as movie theatres began to offer new amenities
such as stadium seating, improved projection quality and superior sound systems, and studios began to increase
the number of motion pictures produced and increased the budgets to market those films. Despite the record box
office results in 2012 and 2013, annual theatre attendance has fluctuated over the last several years depending on
the quality of motion pictures released by the major and independent studios. Over the last 20 years theatre
attendance has fluctuated from year to year but on average has grown by an aggregate annual rate of
approximately 1%. If future theatre attendance declines significantly over an extended time period, one or more
of NCM LLC’s founding members or network affiliates may face financial difficulties and could be forced to sell
or close theatres or reduce the number of screens it builds or upgrades. Attendance may also decline if NCM
LLC’s founding members fail to maintain their theatres and provide amenities that consumers prefer, if they
cannot compete successfully on pricing or if studios begin to reduce their investments in feature films or reduce
the investments made to market those films. NCM LLC’s network theatre circuits also may not successfully
compete for licenses to exhibit quality films and are not assured a consistent supply of motion pictures since they
do not have long-term arrangements with major film distributors. Any of these circumstances could reduce our
revenue because our national advertising revenue, and local advertising to a lesser extent, depends on the number
of theatre patrons who view our advertising and pre-feature show.

If one of NCM LLC’s founding members declared bankruptcy, the ESA with that NCM LLC founding
member may be rejected, renegotiated or deemed unenforceable

Each of NCM LLC’s founding members currently has a significant amount of indebtedness, which is below

investment grade. In 2000 and 2001, several major motion picture exhibition companies filed for bankruptcy
including United Artists, Edwards Theatres and Regal Cinemas (which are predecessor companies to Regal), and
General Cinemas and Loews Cineplex (which are predecessor companies to AMC). The industry-wide
construction of larger, more expensive megaplexes featuring stadium seating in the late 1990s that rendered
existing, smaller, sloped-floor theatres under long-term leases obsolete and unprofitable, were significant
contributing factors to these bankruptcies. If a bankruptcy case were commenced by or against an NCM LLC

founding member, it is possible that all or part of the ESA with that NCM LLC founding member could be
rejected by a trustee in the bankruptcy case pursuant to Section 365 or Section 1123 of the United States
Bankruptcy Code, or by the NCM LLC founding member, and thus not be enforceable. Alternatively, the NCM
LLC founding member could seek to renegotiate the ESA in a manner less favorable to us than the existing
agreement. Should the NCM LLC founding member seek to sell or otherwise dispose of theatres or remove
theatres from our network through bankruptcy or for other business reasons, if the acquirer did not agree to
continue to allow us to sell advertising in the acquired theatres the number of theatres in our advertising networks
would be reduced which in turn would reduce the number of advertising impressions available to us and thus
could reduce our advertising revenue.

Economic uncertainty or deterioration in economic conditions may adversely impact our business, operating
results or financial condition

The financial markets have experienced extreme disruption and certain parts of the world-wide economy
remains fragile. A future decline in consumer confidence in the U.S. due to future economic disruptions may lead
to decreased demand or delay in payments by our advertising customers. As a result, our results of operations and
financial condition could be adversely affected. These challenging economic conditions also may result in:

•

increased competition for fewer advertising and entertainment programming dollars;

pricing pressure that may adversely affect revenue and gross margin;

reduced credit availability and/or access to capital markets;

difficulty forecasting, budgeting and planning due to limited visibility into the spending plans of
current or prospective customers; or

customer financial difficulty and increased risk of doubtful accounts receivable.

The markets for advertising are competitive and we may be unable to compete successfully

The market for advertising is very competitive. Cinema advertising is a small component of the overall U.S.
advertising market and thus we must compete with established, larger and better known national and local media
platforms such as cable, broadcast and satellite television networks and newly emerging media platforms
including on the internet and mobile such as online video services. We compete for advertising directly with all
media platforms, including radio and television broadcasting, cable and satellite television services, various local
print media, billboards and internet and mobile platforms and with other cinema advertising companies. We
expect these competitors to devote significant effort to maintaining and growing their respective market shares.
We also expect existing competitors and new entrants to the advertising business to constantly revise and
improve their business models in light of challenges from us or competing media platforms. If we cannot respond
effectively to advances by our competitors, our business may be adversely affected.

Significant declines in theatre attendance could reduce the attractiveness of cinema advertising

The value of our advertising business could be adversely affected by a long-term multi-year decline in
theatre attendance or even the perception by media buyers that our network was no longer relevant to their
marketing plan due to the decreases in attendance and geographic coverage. Factors that could reduce attendance
at our network theatres include the following:

•

the shortening of the “release window” between the release of major motion pictures in the theatres and
release to alternative methods for delivering movies to consumers, such as DVD or HD DVD, cable
television, downloads via downloads on the internet, video discs, video on demand, satellite and pay-
per-view services;

any reduction in consumer confidence or disposable income in general that reduces the demand for
motion pictures or adversely affects the motion picture production industry; and

•

the success of first-run motion pictures, which depends upon the production and marketing efforts of
the major studios and the attractiveness and value proposition of the movies to consumers compared to
other forms of entertainment.

The loss of any major content partner or advertising customer could significantly reduce our revenue

We derive a significant portion of our revenue from our contracts with our content partners, PSAs and NCM
LLC’s founding members’ agreements to purchase on-screen advertising for their beverage concessionaires. We
currently have marketing relationships with eight content partners. None of these companies individually
accounted for over 10% of our total revenue during the year ended December 26, 2013. However, the agreements
with the content partners, PSAs and beverage advertising with NCM LLC’s founding members in aggregate
accounted for approximately 31%, 28% and 31% of our total revenue during the years ended December 26,
2013, December 27, 2012 and December 29, 2011, respectively. Because we derive a significant percentage of
our total revenue from a relatively small number of large companies, the loss of one or more of them as a
customer could decrease our revenue and adversely affect current and future operating results.

We generate a high percentage of our revenue and OIBDA from advertising, and the reduction in spending by
or loss of advertisers could have a serious adverse effect on our business

We generated approximately 92.1% of our total revenue in the year ended December 26, 2013 from

advertising sales (78.9% from national and 21.1% from local). Subsequent to the sale of our Fathom business on
December 26, 2013, we expect 100% of our revenue to be derived from our advertising business. A substantial
portion of our advertising inventory is covered by contracts with terms of a month or less. Advertisers will not
continue to do business with us if they believe our advertising medium is ineffective or overly expensive. In
addition, large advertisers generally have set advertising budgets, most of which are focused on traditional media
platforms like television and recently the online and mobile networks. Reductions in the size of advertisers’
budgets due to local or national economic trends, a shift in spending to new advertising mediums like the internet
and mobile platforms or other factors could result in lower spending on cinema advertising. If we are unable to
remain competitive and provide value to our advertising clients, they may reduce their advertising purchases or
stop placing advertisements with us, which would negatively affect our revenue and ability to generate new
business from advertising clients.

If we do not maintain our technological advantage, our business could fail to grow and revenue and operating
margins could decline

Failure to successfully or cost-effectively implement upgrades to our in-theatre advertising network could
limit our ability to offer our clients innovative unique and integrated marketing products, which could limit our
future revenue growth. Other advertising platforms may adopt new technology, and failure by us to upgrade our
technology to remain competitive could hurt our ability to compete with those companies. Under the terms of the
ESAs with NCM LLC’s founding members, they are required to provide technology that is consistent with that in
place at the signing of the ESA. We may request that NCM LLC’s founding members upgrade the equipment or
software installed in their theatres, but we must negotiate with NCM LLC’s founding members as to the terms of
such upgrade, including cost sharing terms, if any. For instance, during 2010 we entered into an amendment to
the ESA to allow us to connect our digital network to NCM LLC’s founding members’ new digital cinema
projection systems so that we could display our advertising (including 3-D) on the higher quality systems. As of
December 26, 2013 we had 15,756 screens within our network that were connected to digital cinema projection
equipment and expect approximately 17,400 screens, or 87% of our total screens and approximately 16,000
screens, or 96%, of NCM LLC’s founding members’ screens to be deployed with digital cinema equipment by
the end of 2014. If we are not able to come to an agreement on a future upgrade request, we may elect to pay for
the upgrades requested which could result in our incurring significant capital expenditures, which could
adversely affect our results of operations. In addition, the failure or delay in implementation of such upgrades or
problems with the integration of our systems and software could slow or prevent the growth of our business.

Our business relies heavily on our technology systems, and any failures or disruptions may materially and
adversely affect our operations

In the conduct of our business, we rely on information technology networks and systems, some of which are
managed by third parties, to process, transmit and store electronic information and manage and support a variety
of business processes and activities.The temporary or permanent loss of our computer equipment and software
systems, through cyber and other security threats, operating malfunction, software virus, human error, natural
disaster, power loss, terrorist attacks, or other catastrophic events, could disrupt our operations and cause a
material adverse impact. These problems may arise in both internally developed systems and the systems of
third-party service providers. We devote significant resources to network security and other measures to protect
our network from unauthorized access and misuse. However, depending on the nature and scope of a disruption,
if our technology systems were to fail and we were unable to recover in a timely way, we would be unable to
fulfill critical business functions, which could lead to a loss of customers and could harm our reputation.
Technological breakdown could also interfere with our ability to comply with financial reporting and other
regulatory requirements.

Our business and operations have experienced growth, and we may be unable to effectively manage or
continue our growth of our network and advertising inventory

We have experienced, and may continue to experience, growth in our headcount and operations, which has

placed, and could continue to place, significant demands on our management and operational infrastructure. If we
do not effectively manage our growth, the quality of our services could suffer which could negatively affect our
brand and our relationships with our current advertising clients. Additionally, we may not be able to continue to
expand our network and our advertising inventory which could negatively affect our ability to add new
advertising clients. To effectively manage this growth and continue to expand our network and inventory, we will
need to continue to improve our DCS software and our internal management systems, including our advertising
inventory optimization system which we are currently upgrading and expect to launch during 2014. These
enhancements and improvements could require an additional allocation of financial and management resources.
If the improvements are not implemented successfully in a timely manner, our ability to manage our limited
advertising inventory, create more audience targeting capabilities for our clients and continue our growth in the
future will be impaired and we may have to make significant additional expenditures to address these issues.

Our plans for developing additional revenue opportunities may not be implemented, may require substantial
expenditures and may not be achieved

In addition to our strategy to grow our advertising business, we are also considering other potential

opportunities for revenue growth, which we describe in “Business—Our Strategy—Expand our Internet/Mobile
Platform.” The development of our online and mobile advertising network and mobile apps and the integration of
these marketing products with our core on-screen and theatre lobby production is at an early stage, and may not
deliver future benefits that we are expecting. Should these networks not continue to grow in importance to
advertising clients and agencies, they may not provide a way to help expand our cinema advertising business as it
matures and begins to compete with new or improved advertising platforms including online and mobile video
services.

We depend upon our senior management and our business may be adversely affected if we cannot retain or
replace them

Our success depends upon the retention of our experienced senior management with specialized industry,
sales and technical knowledge and/or industry relationships. During 2013, our Chief Financial Officer resigned
and our SVP, Finance and SVP, Controller assumed Interim Co- Chief Financial Officer duties. If we cannot find
a qualified permanent replacement or if other critical members of our senior management team leave, we might
not be able to find qualified replacements; accordingly, the loss of critical members of our senior management

team could have a material adverse effect on our ability to effectively pursue our business strategy and our
relationships with advertisers and content partners. We do not have key-man life insurance covering any of our
employees.

Our business, services, or technology may infringe on intellectual property rights owned by others, which may
interfere with our ability to provide services or expose us to increased liability or expense

Intellectual property rights of our business include the copyrights, trademarks, trade secrets and patents of

our in-theatre, online, and mobile services, including the websites we operate at ncm.com, movienightout.com
and firstlookonline.com and the features, our mobile apps FirstLookSync™ and Movie Night Out®, and the
functionality, content, and software we make available through those websites and apps. We rely on our own
intellectual property rights as well as intellectual property rights obtained from third parties to conduct our
business and provide our in-theatre, online, and mobile services. We may discover that our business or the
technology we use to provide our in-theatre, online, or mobile services infringes patent, copyright, or other
intellectual property rights owned by others. In addition, our competitors or others may claim rights in patents,
copyrights, or other intellectual property rights that will prevent, limit or interfere with our ability to provide our
in-theatre, online, or mobile services either in the U.S. or in international markets. Further, the laws of certain
foreign countries may not protect our intellectual property rights to the same extent as do the laws of the U.S.

The content we distribute through our in-theatre, online or mobile services may expose us to liability

Our in-theatre, online, and mobile services facilitate the distribution of content. This content includes
advertising-related content, as well as movie and television content, music and other media, much of which is
obtained from third parties. Our websites also include features enabling users to upload or add their own content
to the websites and modify certain content on the websites. As a distributor of content, we face potential liability
for negligence, copyright, patent or trademark infringement, or other claims based on the content that we
distribute. We or entities that we license content from may not be adequately insured or indemnified to cover
claims of these types or liability that may be imposed on us.

The personal information we collect and maintain through our online and mobile services may expose us to
liability

In order to take advantage of some of the online and mobile services we provide users are required to
establish an account on one of our websites. As a result, we will collect and maintain personal information about
those users. We also collect and maintain personal information about users who view certain advertising
displayed through our online and mobile services. Our collection and use of information regarding users of our
online and mobile services could result in legal liability. For example, the failure, or perceived failure, to comply
with federal, state or international privacy or consumer protection-related laws or regulations or our posted
privacy policies could result in actions against us by governmental entities or others.

Changes in regulations relating to the Internet or other areas of our online or mobile services may result in
the need to alter our business practices or incur greater operating expenses

A number of regulations, including those referenced below, may impact our business as a result of our
online or mobile services. The Digital Millennium Copyright Act has provisions that limit, but do not necessarily
eliminate, liability for posting, or linking to third-party websites that include materials that infringe copyrights or
other rights. Portions of the Communications Decency Act are intended to provide statutory protections to online
service providers who distribute third-party content. The Child Online Protection Act and the Children’s Online
Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional
restrictions on the ability of online services to collect information from minors. Additionally, there is an
increasing awareness and concern regarding privacy interests, which may result in new or amended regulations.
The costs of compliance with these regulations, and other regulations relating to our online and mobile services

or other areas of our business, may be significant. The manner in which these and other regulations may be
interpreted or enforced may subject us to potential liability, which in turn could have an adverse effect on our
business, results of operations, or financial condition. Changes to these and other regulations may impose
additional burdens on us or otherwise adversely affect our business and financial results because of, for example,
increased costs relating to legal compliance, defense against adverse claims or damages, or the reduction or
elimination of features, functionality or content from our online or mobile services. Likewise, any failure on our
part to comply with these and other regulations may subject us to additional liabilities.

Our revenue and Adjusted OIBDA fluctuate from quarter to quarter and may be unpredictable, which could
increase the volatility of our stock price

A weak advertising market or the shift in spending of a major client from one quarter to another, the poor
performance of films released in a given quarter, a disruption in the release schedule of films or changes in the
television scatter market could significantly affect quarter-to-quarter results or even affect results for the entire
fiscal year. Because our results may vary from quarter to quarter and may be unpredictable, our financial results
for one quarter cannot necessarily be compared to another quarter and may not be indicative of our financial
performance in subsequent quarters. These variations in our financial results could contribute to volatility in our
stock price.

The ESAs allow the founding members to engage in activities that might compete with certain elements of our
business, which could reduce our revenue and growth potential

The ESAs contain certain limited exceptions to our exclusive right to use the founding members’ theatres

for our advertising business. The founding members have the right to enter into a limited number of strategic
cross-marketing relationships with third-party, unaffiliated businesses for the purpose of generating increased
attendance or revenue (other than revenue from the sale of advertising). These strategic marketing relationships
can include the use of one minute on the LEN and certain types of lobby promotions and can be provided at no
cost, but only for the purpose of promoting the products or services of those businesses while at the same time
promoting the theatre circuit or the movie-going experience. The use of LEN or lobby promotions by NCM
LLC’s founding members for these advertisements and programs could result in the founding members creating
relationships with advertisers that could adversely affect our current LEN and lobby promotions advertising
revenue and profitability as well as the potential we have to grow that advertising revenue in the future. The LEN
and lobby promotions represented 4.7% of our total advertising revenue for the year ended December 26, 2013.
The founding members do not have the right to use their movie screens (including the FirstLook program or
otherwise) for promoting these cross-marketing relationships, and thus we will have the exclusive rights to
advertise on the movie screens, except for limited advertising related to theatre operations.

The founding members also have the right to install a second network of video monitors in the theatre
lobbies in excess of those required to be installed by the founding members for the LEN. This additional lobby
video network, which we refer to as the founders’ lobby network, may be used by the founding members to
promote products or services related to operating the theatres, such as concessions and loyalty programs. The
presence of the founders’ lobby network within the lobby areas could reduce the effectiveness of our LEN,
thereby reducing our current LEN advertising revenue and profitability and adversely affecting future revenue
potential associated with that marketing platform.

Risks Related to Our Corporate Structure

We are a holding company with no operations of our own, and we depend on distributions and payments
under the NCM LLC operating and management services agreements from NCM LLC to meet our ongoing
obligations and to pay cash dividends on our common stock

We are a holding company with no operations of our own and have no independent ability to generate cash
flow other than interest income on cash balances. Consequently, our ability to obtain operating funds primarily

depends upon distributions from NCM LLC. The distribution of cash flows and other transfers of funds by NCM
LLC to us are subject to statutory and contractual restrictions based upon NCM LLC’s financial performance,
including NCM LLC’s compliance with the covenants in its senior secured credit facility and indentures, and the
NCM LLC operating agreement. The NCM LLC senior secured credit facility and indentures limit NCM LLC’s
ability to distribute cash to its members, including us, based upon certain leverage tests, with exceptions for,
among other things, payment of our income taxes and a management fee to NCM, Inc. pursuant to the terms of
the management services agreement (incorporated in the ESA). Refer to the information provided under Note 10
to the audited Consolidated Financial Statements included elsewhere in this document for leverage discussion.
Once the NCM, Inc. cash balances and investments are extinguished, we will be unable to pay dividends to our
stockholders or pay other expenses outside the ordinary course of business if NCM LLC fails to comply with
these covenants and is unable to distribute cash to us quarterly.

Pursuant to the management services agreement between us and NCM LLC, NCM LLC makes payments to
us to fund our day-to-day operating expenses, such as payroll. However, if NCM LLC has insufficient cash flow
to make the payments pursuant to the management services agreement, we may be unable to cover these
expenses.

As a member of NCM LLC, we incur income taxes on our proportionate share of any net taxable income of
NCM LLC. We have structured the NCM LLC senior secured credit facility and indentures to allow NCM LLC
to distribute cash to its members (including us and NCM LLC’s founding members) in amounts sufficient to
cover their tax liabilities and management fees, if any. To the extent that NCM LLC has insufficient cash flow to
make such payments, it could have a material adverse effect on our business, financial condition, results of
operations or prospects.

NCM LLC’s substantial debt obligations could impair our financial condition or prevent us from achieving
our business goals

NCM LLC is party to substantial debt obligations. The senior secured credit facility and indentures contain

restrictive covenants that limit NCM LLC’s ability to take specified actions and prescribe minimum financial
maintenance requirements that NCM LLC must meet. Because NCM LLC is our only operating subsidiary,
complying with these restrictions may prevent NCM LLC from taking actions that we believe would help us to
grow our business. For example, NCM LLC may be unable to make acquisitions, investments or capital
expenditures as a result of such covenants. Moreover, if NCM LLC violates those restrictive covenants or fails to
meet the minimum financial requirements, it would be in default, which could, in turn, result in defaults under
other obligations of NCM LLC. Any such defaults could materially impair our financial condition and liquidity.
For further information, refer to Note 10 to the audited Consolidated Financial Statements included elsewhere in
this document.

If NCM LLC is unable to meet its debt service obligations, it could be forced to restructure or refinance the

obligations, seek additional equity financing or sell assets. We may be unable to restructure or refinance these
obligations, obtain additional equity financing or sell assets on satisfactory terms or at all. In addition, NCM
LLC’s indebtedness could have other negative consequences for us, including without limitation:

•

limiting NCM LLC’s ability to obtain financing in the future;

requiring much of NCM LLC’s cash flow to be dedicated to interest obligations and making it
unavailable for other purposes, including payments to its members (including NCM, Inc.);

limiting NCM LLC’s liquidity and operational flexibility in changing economic, business and
competitive conditions which could require NCM LLC to consider deferring planned capital
expenditures, reducing discretionary spending, selling assets, restructuring existing debt or deferring
acquisitions or other strategic opportunities; and

• making NCM LLC more vulnerable to an increase in interest rates, a downturn in our operating

performance or decline in general economic conditions.

Despite NCM LLC’s current levels of debt, it or NCM, Inc. may still incur substantially more debt, including
secured debt, which would increase the risks associated with NCM LLC’s level of debt

The agreements relating to NCM LLC’s debt, including the Senior Unsecured Notes, Senior Secured Notes

and the senior secured credit facility, limit but do not prohibit NCM LLC’s ability to incur additional debt, and
do not place any restrictions on NCM, Inc.’s ability to incur debt. Accordingly, NCM, Inc. or NCM LLC could
incur additional debt in the future, including additional debt under the senior secured credit facility, additional
senior or senior subordinated notes and additional secured debt. If new debt is added to current debt levels, the
related risks that we now face, including those described above under “—NCM LLC’s substantial debt
obligations could impair our financial condition or prevent us from achieving our business goals,” could
intensify.

NCM LLC’s founding members or their affiliates may have interests that differ from those of our public
stockholders and they may be able to influence our affairs

So long as an NCM LLC founding member beneficially owns at least 5% of NCM LLC’s issued and
outstanding common membership units, approval of at least 90% of the directors then in office (provided that if
the board has less than ten directors, then the approval of at least 80% of the directors then in office) will be
required before we may take any of the following actions or we, in our capacity as manager of NCM LLC, may
authorize NCM LLC to take any of the following actions:

•

assign, transfer, sell or pledge all or a portion of the membership units of NCM LLC beneficially
owned by NCM, Inc.;

acquire, dispose, lease or license assets with an aggregate value exceeding 20% of the fair market value
of the business of NCM LLC operating as a going concern;

• merge, reorganize, recapitalize, reclassify, consolidate, dissolve, liquidate or enter into a similar

transaction;

•

incur any funded indebtedness or repay, before due, any funded indebtedness with a fixed term in an
aggregate amount in excess of $15.0 million per year;

issue, grant or sell shares of NCM, Inc. common stock, preferred stock or rights with respect to
common or preferred stock, or NCM LLC membership units or rights with respect to membership
units, except under specified circumstances;

amend, modify, restate or repeal any provision of NCM, Inc.’s certificate of incorporation or bylaws or
the NCM LLC operating agreement;

enter into, modify or terminate certain material contracts not in the ordinary course of business as
defined under applicable securities laws;

except as specifically set forth in the NCM LLC operating agreement, declare, set aside or pay any
redemption of, or dividends with respect to membership interests;

amend any material terms or provisions (as defined in the NASDAQ rules) of NCM, Inc.’s equity
incentive plan or enter into any new equity incentive compensation plan;

• make any change in the current business purpose of NCM, Inc. to serve solely as the manager of NCM
LLC or any change in the current business purpose of NCM LLC to provide the services as set forth in
the ESAs; and

•

approve any actions relating to NCM LLC that could reasonably be expected to have a material adverse
tax effect on NCM LLC’s founding members.

Pursuant to a director designation agreement, so long as an NCM LLC founding member owns at least 5%
of NCM LLC’s issued and outstanding common membership units, such NCM LLC founding member will have

the right to designate a total of two nominees to our ten-member board of directors who will be voted upon by
our stockholders. One such designee by each NCM LLC founding member must meet the independence
requirements of the stock exchange on which our common stock is listed. If, at any time, any NCM LLC
founding member owns less than 5% of NCM LLC’s then issued and outstanding common membership units,
then such NCM LLC founding member shall cease to have any rights of designation.

If any director designee to our board designated by NCM LLC’s founding members is not appointed to our

board, nominated by us or elected by our stockholders, as applicable, then each of NCM LLC’s founding
members (so long as such NCM LLC founding member continues to own 5% of NCM LLC’s issued and
outstanding common membership units) will be entitled to approve specified actions of NCM LLC.

For purposes of calculating the 5% ownership threshold for the supermajority director approval rights and

director designation agreement provisions discussed above, shares of our common stock held by a founding
member and received upon redemption of NCM LLC common membership units will be counted toward the
threshold. Common membership units issued to NCM, Inc. in connection with the redemption of common
membership units by an NMC LLC founding member will be excluded, so long as such NCM LLC founding
member continues to hold the common stock acquired through such redemption or such NCM LLC founding
member has disposed of such shares of common stock to another NCM LLC founding member. Shares of our
common stock otherwise acquired by NCM LLC’s founding members will also be excluded, unless such shares
of common stock were transferred by one NCM LLC founding member to another and were originally received
by the transferring NCM LLC founding member upon redemption of NCM LLC common membership units.

Under these circumstances, our corporate governance documents will allow NCM LLC’s founding members

and their affiliates to exercise a greater degree of influence in the operation of our business and that of NCM
LLC and the management of our affairs and those of NCM LLC than is typically available to stockholders of a
publicly-traded company. Even if NCM LLC’s founding members or their affiliates own a minority economic
interest (but not less than 5%) in NCM LLC, they may be able to continue exerting such degree of influence over
us and NCM LLC.

Different interests among NCM LLC’s founding members or between NCM LLC’s founding members and us
could prevent us from achieving our business goals

For the foreseeable future, we expect that our board of directors will include directors and executive officers

of NCM LLC’s founding members and other directors who may have commercial or other relationships with
NCM LLC’s founding members. The majority of NCM LLC’s outstanding membership interests also are owned
by NCM LLC’s founding members. NCM LLC’s founding members compete with each other in the operation of
their respective businesses and could have individual business interests that may conflict with those of the other
founding members. Their differing interests could make it difficult for us to pursue strategic initiatives that
require consensus among NCM LLC’s founding members.

In addition, the structural relationship we have with NCM LLC’s founding members could create conflicts

of interest among NCM LLC’s founding members, or between NCM LLC’s founding members and us, in a
number of areas relating to our past and ongoing relationships. There is not any formal dispute resolution
procedure in place to resolve conflicts between us and an NCM LLC founding member or between NCM LLC
founding members. We may not be able to resolve any potential conflicts between us and an NCM LLC founding
member and, even if we do, the resolution may be less favorable to us than if we were negotiating with an
unaffiliated party.

The corporate opportunity provisions in our certificate of incorporation could enable NCM LLC’s founding
members to benefit from corporate opportunities that might otherwise be available to us

Our certificate of incorporation contains provisions related to corporate opportunities that may be of interest
to both NCM LLC’s founding members and us. It provides that if a corporate opportunity is offered to us, NCM

LLC or one or more of the officers, directors or stockholders (both direct and indirect) of NCM, Inc. or a member
of NCM LLC that relates to the provision of services to motion picture theatres, use of theatres for any purpose,
sale of advertising and promotional services in and around theatres and any other business related to the motion
picture theatre business (except services as provided in the ESAs as from time to time amended and except as
may be offered to one of our officers in his capacity as an officer), no such person shall be liable to us or any of
our stockholders (or any affiliate thereof) for breach of any fiduciary or other duty by reason of the fact that such
person pursues or acquires such business opportunity, directs such business opportunity to another person or fails
to present such business opportunity, or information regarding such business opportunity, to us. This provision
applies even if the business opportunity is one that we might reasonably be deemed to have pursued or had the
ability or desire to pursue if granted the opportunity to do so.

In addition, our certificate of incorporation and the NCM LLC operating agreement expressly provide that
NCM LLC’s founding members may have other business interests and may engage in any other businesses not
specifically prohibited by the terms of the certificate of incorporation, including the exclusivity provisions of the
ESAs. The parent companies of NCM LLC’s founding members are not bound by the ESAs and therefore could
develop new media platforms that could compete for advertising dollars with our services. Further, we may also
compete with NCM LLC’s founding members or their affiliates in the area of employee recruiting and retention.
These potential conflicts of interest could have a material adverse effect on our business, financial condition,
results of operations or prospects if attractive corporate opportunities are allocated by NCM LLC’s founding
members to themselves or their other affiliates or we lose key personnel to them.

The agreements between us and NCM LLC’s founding members were made in the context of an affiliated
relationship and may contain different terms than comparable agreements with unaffiliated third parties

The ESAs and the other contractual agreements that we have with NCM LLC’s founding members were
originally negotiated in the context of an affiliated relationship in which representatives of NCM LLC’s founding
members and their affiliates comprised our entire board of directors. As a result, the financial provisions and the
other terms of these agreements, such as covenants, contractual obligations on our part and on the part of NCM
LLC’s founding members and termination and default provisions may be less favorable to us than terms that we
might have obtained in negotiations with unaffiliated third parties in similar circumstances.

Our certificate of incorporation and bylaws contain anti-takeover protections that may discourage or prevent
strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to
our stockholders

Provisions contained in our certificate of incorporation and bylaws, the NCM LLC operating agreement,

provisions of the Delaware General Corporation Law (“DGCL”), could delay or prevent a third party from
entering into a strategic transaction with us, even if such a transaction would benefit our stockholders. For
example, our certificate of incorporation and bylaws:

•

establish supermajority approval requirements by our directors before our board may take certain
actions;

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to
increase the number of outstanding shares, making a takeover more difficult and expensive;

establish a classified board of directors;

allow removal of directors only for cause;

prohibit stockholder action by written consent;

do not permit cumulative voting in the election of directors, which would otherwise allow less than a
majority of stockholders to elect director candidates; and

•

provide that NCM LLC’s founding members will be able to exercise a greater degree of influence over
the operations of NCM LLC, which may discourage other nominations to our board of directors, if any
director nominee designated by NCM LLC’s founding members is not elected by our stockholders.

These restrictions could keep us from pursuing relationships with strategic partners and from raising
additional capital, which could impede our ability to expand our business and strengthen our competitive
position. These restrictions could also limit stockholder value by impeding a sale of us or NCM LLC.

Any future issuance of membership units by NCM LLC and subsequent redemption of such units for common
stock could dilute the voting power of our existing common stockholders and adversely affect the market value
of our common stock

The common unit adjustment agreement and the ESAs provide that we will issue common membership units

of NCM LLC to account for changes in the number of theatre screens NCM LLC’s founding members operate
and which are made part of our advertising network. Historically, each of NCM LLC’s founding members has
increased the number of screens it operates. If this trend continues, NCM LLC may issue additional common
membership units to NCM LLC’s founding members to reflect their increase in net screen count. Each common
membership unit may be redeemed in exchange for, at our option, shares of our common stock on a one-for-one
basis or a cash payment equal to the market price of one share of our common stock. If a significant number of
common membership units were issued to NCM LLC’s founding members, NCM LLC’s founding members
elected to redeem such units, and we elected to issue common stock rather than cash upon redemption, the voting
power of our common stockholders could be diluted. Other than the maximum number of authorized shares of
common stock in our certificate of incorporation, there is no limit on the number of shares of our common stock
that we may issue upon redemption of an NCM LLC founding member’s common membership units in NCM
LLC. For further information, refer to Note 5 to the audited Consolidated Financial Statements included
elsewhere in this document.

Our future issuance of preferred stock could dilute the voting power of our common stockholders and
adversely affect the market value of our common stock

The future issuance of shares of preferred stock with voting rights may adversely affect the voting power of
the holders of our other classes of voting stock, either by diluting the voting power of our other classes of voting
stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block
an action on which they have a separate class vote even if the action were approved by the holders of our other
classes of voting stock.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences

or other economic terms favorable to the holders of preferred stock could adversely affect the market price for
our common stock by making an investment in the common stock less attractive. For example, investors in the
common stock may not wish to purchase common stock at a price above the conversion price of a series of
convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase
common stock at the lower conversion price causing economic dilution to the holders of common stock.

If we or NCM LLC’s founding members are determined to be an investment company, we would become
subject to burdensome regulatory requirements and our business activities could be restricted

We do not believe that we are an “investment company” under the Investment Company Act of 1940, as

amended. As sole manager of NCM LLC, we control NCM LLC, and our interest in NCM LLC is not an
“investment security” as that term is used in the Investment Company Act of 1940. If we were to stop
participating in the management of NCM LLC, our interest in NCM LLC could be deemed an “investment
security” for purposes of the Investment Company Act of 1940. Generally, a company is an “investment
company” if it owns investment securities having a value exceeding 40% of the value of its total assets

(excluding U.S. government securities and cash items). Our sole material asset is our equity interest in NCM
LLC. A determination that such asset was an investment security could result in our being considered an
investment company under the Investment Company Act of 1940. As a result, we would become subject to
registration and other burdensome requirements of the Investment Company Act. In addition, the requirements of
the Investment Company Act of 1940 could restrict our business activities, including our ability to issue
securities.

We and NCM LLC intend to conduct our operations so that we are not deemed an investment company

under the Investment Company Act. However, if anything were to occur that would cause us to be deemed an
investment company, we would become subject to restrictions imposed by the Investment Company Act of 1940.
These restrictions, including limitations on our capital structure and our ability to enter into transactions with our
affiliates, could make it impractical for us to continue our business as currently conducted and could have a
material adverse effect on our financial performance and operations.

We also rely on representations of NCM LLC’s founding members that they are not investment companies
under the Investment Company Act. If any NCM LLC founding member were deemed an investment company,
the restrictions placed upon that NCM LLC founding member might inhibit its ability to fulfill its obligations
under its ESA or restrict NCM LLC’s ability to borrow funds.

Our tax receivable agreement with NCM LLC’s founding members is expected to reduce the amount of overall
cash flow that would otherwise be available to us and will increase our potential exposure to the financial
condition of NCM LLC’s founding members

Our initial public offering and related transactions have the effect of reducing the amounts NCM, Inc. would

otherwise pay in the future to various tax authorities as a result of an increase in its proportionate share of tax
basis in NCM LLC’s tangible and intangible assets. We have agreed in our tax receivable agreement with NCM
LLC’s founding members to pay to NCM LLC’s founding members 90% of the amount by which NCM, Inc.’s
tax payments to various tax authorities are reduced as a result of the increase in tax basis. After paying these
reduced amounts to tax authorities, if it is determined as a result of an income tax audit or examination that any
amount of NCM, Inc.’s claimed tax benefits should not have been available, NCM, Inc. may be required to pay
additional taxes and possibly penalties and interest to one or more tax authorities. If this were to occur and if one
or more of NCM LLC’s founding members was insolvent or bankrupt or otherwise unable to make payment
under its indemnification obligation under the tax receivable agreement, then NCM, Inc.’s financial condition
could be negatively impacted.

The substantial number of shares that are eligible for sale could cause the market price for our common stock
to decline or make it difficult for us to sell equity securities in the future

We cannot predict the effect, if any, that market sales of shares of common stock by NCM LLC’s founding
members will have on the market price of our common stock from time to time. Sales of substantial amounts of
shares of our common stock in the public market, or the perception that those sales will occur, could cause the
market price of our common stock to decline or make future offerings of our equity securities more difficult. If
we are unable to sell equity securities at times and prices that we deem appropriate, we may be unable to fund
growth. The founding members may receive up to 68,455,668 shares of common stock upon redemption of their
outstanding common membership units of NCM LLC. The resale of these shares of common stock has been
registered as required by the terms of the registration rights agreement between NCM Inc. and the NCM LLC
founding members. Additionally, once options and restricted stock held by our employees become vested and/or
exercisable, as applicable, to the extent that they are not held by one of our affiliates, the shares acquired upon
vesting or exercise are freely tradable. Refer to Note 11 the audited Consolidated Financial Statements included
elsewhere in this document.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information with respect to our corporate headquarters and regional offices is presented below as of
December 26, 2013. We own no material real property. We believe that all of our present facilities are adequate
for our current needs and that additional space is available for future expansion on acceptable terms.

Location

Centennial, CO (1)
Chicago, IL (2)
New York, NY (3)
Woodland Hills, CA (4)
Minneapolis, MN (5)
Newport Beach, CA (6)

Facility

Headquarters (including the NOC)
Advertising Sales Office
Advertising Sales Office
Advertising Sales Office
Software Development Office
Regional Advertising Sales Office

(1) This facility is leased through June 30, 2021.
(2) This facility is leased through September 30, 2017.
(3) This facility is leased through April 30, 2017.
(4) This facility is leased through November 30, 2019.
(5) This facility is leased through February 29, 2015.
(6) This facility is leased through April 30, 2016.

Item 3. Legal Proceedings

Size

82,721 sq. ft.
3,971 sq. ft.
17,498 sq. ft.
6,062 sq. ft.
5,926 sq. ft.
1,417 sq. ft.

We are sometimes involved in legal proceedings arising in the ordinary course of business. We are not
aware of any litigation currently pending that would have a material effect on our operating results or financial
condition.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

Our common stock, $0.01 par value, has traded on The NASDAQ Global Market under the symbol “NCMI”

since February 8, 2007 (our IPO closed on February 13, 2007). There were 239 stockholders of record as of
February 14, 2014 (does not include beneficial holders of shares held in “street name”). The following table sets
forth the historical high and low sales prices per share for our common stock as reported on The NASDAQ
Global Market for the fiscal periods indicated.

First Quarter (December 28, 2012—March 28, 2013)
Second Quarter (March 29, 2013—June 27, 2013)
Third Quarter (June 28, 2013—September 26, 2013)
Fourth Quarter (September 27, 2013—December 26, 2013)

First Quarter (December 30, 2011—March 29, 2012)
Second Quarter (March 30, 2012—June 28, 2012)
Third Quarter (June 29, 2012—September 27, 2012)
Fourth Quarter (September 28, 2012—December 27, 2012)

Fiscal 2013

High

Low

$15.93
$19.00
$19.16
$20.22

$13.38
$14.01
$16.77
$16.97

Fiscal 2012

High

Low

$16.35
$15.59
$16.89
$16.76

$11.95
$12.94
$13.56
$13.06

Declared
Dividend

$0.22
$0.22
$0.22
$0.22

Declared
Dividend

$0.22
$0.22
$0.22
$0.22

Dividend Policy

We intend to distribute over time a substantial portion of our free cash flow (distributions from NCM LLC
less income taxes and payments under the tax receivable agreement with NCM LLC’s founding members) in the
form of dividends to our stockholders. The declaration, payment, timing and amount of any future dividends
payable will be at the sole discretion of our board of directors who will take into account general economic and
business conditions, our financial condition, our available cash, our current and anticipated cash needs, and any
other factors that the board considers relevant. Under Delaware law, dividends may be payable only out of
surplus, which is our total assets minus total liabilities less the par value of our common stock, or, if we have no
surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal
year.

Use of Proceeds from Sale of Registered Securities

None.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Share Repurchase Program

None.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan

Refer to “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters” for information regarding securities authorized for issuance under our equity compensation
plans which is incorporated in this Item by this reference.

Stock Performance Graph

The following graph compares the cumulative total stockholder return on the common stock of the

Company (including dividends paid) for the period January 1, 2009 through December 26, 2013 with the Russell
2000 Index, the Dow Jones US Media Agencies TSM and the Dow Jones US Media TSM. In 2013, the Company
changed its peer group index from the Dow Jones US Media Agencies index to the Dow Jones US Media
Index. As such, the Company has shown both indices in the following graph in the year of the change. The
Company believes the Dow Jones US Media Index provides a more comparable measure because it includes
broadcasters and cable networks that we compete with in the advertising industry which provides a better
representation of our peers.

The comparisons in the graph below are based upon historical data and are not indicative of, or intended to

forecast, future performance of our common stock.

$450

$400

$350

$300

$250

$200

$150

$100

$50

$0
1/1/09

12/31/09

12/30/10

12/29/11

12/27/12

12/26/13

National CineMedia Inc

Russell 2000

Dow Jones US Media Agencies TSM

Dow Jones US Media TSM

National CineMedia Inc
Russell 2000
Dow Jones US Media Agencies TSM
Dow Jones US Media TSM

Item 6. Selected Financial Data

Selected Historical Financial and Operating Data

Jan. 1,
2009

Dec. 31,
2009

Dec. 30,
2010

Dec. 29,
2011

Dec. 27,
2012

Dec. 26,
2013

100.00
100.00
100.00
100.00

171.25
125.22
166.51
146.62

214.85
158.12
223.01
184.82

136.75
149.16
199.05
197.62

170.82
167.66
225.80
265.48

254.55
232.79
347.22
397.36

The following table sets forth our historical selected financial and operating data for the periods indicated.
The selected financial and operating data should be read in conjunction with the other information contained in
this document, including “Business,” “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” the audited historical Consolidated Financial Statements and the notes thereto included
elsewhere in this document, and historical audited Consolidated Financial Statements, which have not been
included in this document.

The results of operations data for the years ended December 26, 2013, December 27, 2012 and

December 29, 2011 and the balance sheet data as of December 26, 2013 and December 27, 2012 are derived from
the audited Consolidated Financial Statements of NCM, Inc. included elsewhere in this document. The results of
operations data for the years ended December 30, 2010 and December 31, 2009 and the balance sheet data as of
December 29, 2011, December 30, 2010 and December 31, 2009 are derived from the audited financial
statements of NCM, Inc. (not presented herein).

Results of Operations Data
($ in millions, except per share data)

REVENUE:

Years Ended

Dec. 26,
2013

Dec. 27,
2012

Dec. 29,
2011

Dec. 30,
2010

Dec. 31,
2009

Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$426.3
36.5

$409.5
39.3

$386.2
49.2

$379.5
48.0

$335.1
45.6

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

462.8

448.8

435.4

427.5

380.7

OPERATING EXPENSES:

Advertising operating costs . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Events operating costs . . . . . . . . . . . . . . . . . . . . . . .
Network costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Theatre access fees—founding members . . . . . . . . . . . . . . .
Selling and marketing costs . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative and other costs . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NON-OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . .

INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Equity loss from investments, net

CONSOLIDATED NET INCOME . . . . . . . . . . . . . . . . . . . . . . .

Less: Net income attributable to noncontrolling

29.0
25.5
19.4
69.4
61.5
29.4
26.6

260.8

202.0
52.0

150.0
20.2
—

129.8

31.3
29.0
19.8
64.5
60.5
31.5
20.4

257.0

191.8
99.8

92.0
26.7
—

65.3

24.6
34.1
18.6
55.4
59.8
30.4
18.8

241.7

193.7
73.7

120.0
19.4
—

100.6

21.7
32.4
20.0
52.6
57.9
34.5
17.8

236.9

190.6
64.0

126.6
16.8
0.7

109.1

20.0
29.1
18.6
52.7
50.2
26.3
15.6

212.5

168.2
49.5

118.7
16.6
0.8

101.3

interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

88.6

51.9

69.1

79.9

75.2

NET INCOME ATTRIBUTABLE TO NCM, Inc.

. . . . . . . . . . .

$ 41.2

$ 13.4

$ 31.5

$ 29.2

$ 26.1

EARNINGS PER NCM, INC. COMMON SHARE:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 0.74
$ 0.73

$ 0.25
$ 0.24

$ 0.58
$ 0.58

$ 0.63
$ 0.62

$ 0.62
$ 0.62

Years Ended

Dec. 26,
2013

Dec. 27,
2012

Dec. 29,
2011

Dec. 30,
2010

Dec. 31,
2009

$ 228.6
$ 234.5

$ 212.2
$ 221.2

$ 212.5
$ 224.3

$ 208.4
$ 222.4

$ 183.8
$ 189.3

50.7% 49.3% 51.5% 52.0% 49.7%

$ 13.7
$ 0.84
15,265
18,670
17,698
636.8

As of

Dec. 29,
2011

$ 98.1
98.6
24.6
820.2
794.0
(346.8)
820.2

$ 10.4
$ 0.72
14,997
17,302
16,003
637.4

$
8.6
$ 0.64
14,401
16,803
15,413
667.2

Dec. 30,
2010

Dec. 31,
2009

$ 82.9
100.7
19.8
854.5
775.0
(318.4)
854.5

$ 91.1
89.3
23.7
628.2
799.0
(493.1)
628.2

Other Financial and Operating Data
(in millions, except cash dividend declared per common share and
screen data)

OIBDA (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA margin (1) . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividend declared per common share . . . . . . . . . . . . .
Founding member screens at period end (2) (6)
. . . . . . . . .
Total screens at period end (3) (6) . . . . . . . . . . . . . . . . . . . .
Digital screens at period end (4) (6)
. . . . . . . . . . . . . . . . . .
Total attendance for period (5) (6)
. . . . . . . . . . . . . . . . . . .

Balance Sheet Data (in millions)

$ 10.6
$ 0.88
16,562
19,878
19,854
699.2

$ 10.4
$ 0.88
15,528
19,359
18,491
690.4

Dec. 26,
2013

Dec. 27,
2012

Cash, cash equivalents and marketable securities (7) . . . . . $ 126.0
120.4
Receivables, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25.6
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . .
1,067.3
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
890.0
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(146.1)
Equity/(deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,067.3
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 106.6
98.5
25.7
810.5
879.0
(356.4)
810.5

Notes to the Selected Historical Financial and Operating Data

(1) Operating Income Before Depreciation and Amortization (“OIBDA”), Adjusted OIBDA and Adjusted
OIBDA margin are not financial measures calculated in accordance with GAAP in the U.S. OIBDA represents
consolidated net income plus income tax expense, interest and other costs and depreciation and amortization
expense. Adjusted OIBDA excludes from OIBDA non-cash share based payment costs. Adjusted OIBDA margin
is calculated by dividing Adjusted OIBDA by total revenue. These non-GAAP financial measures are used by
management to evaluate operating performance, to forecast future results and as a basis for compensation. The
Company believes these are important supplemental measures of operating performance because they eliminate
items that have less bearing on its operating performance and so highlight trends in its core business that may not
otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation
of these measures is relevant and useful for investors because it enables them to view performance in a manner
similar to the method used by the Company’s management, helps improve their ability to understand the
Company’s operating performance and makes it easier to compare the Company’s results with other companies
that may have different depreciation and amortization policies, non-cash share based compensation programs,
interest rates or debt levels or income tax rates. A limitation of these measures, however, is that they exclude
depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and
intangible assets used in generating revenues in the Company’s business. In addition, Adjusted OIBDA has the
limitation of not reflecting the effect of the Company’s share based payment costs. OIBDA or Adjusted OIBDA
should not be regarded as an alternative to operating income, net income or as indicators of operating
performance, nor should they be considered in isolation of, or as substitutes for financial measures prepared in
accordance with GAAP. The Company believes that consolidated net income is the most directly comparable
GAAP financial measure to OIBDA. Because not all companies use identical calculations, these non-GAAP
presentations may not be comparable to other similarly titled measures of other companies, or calculations in the
Company’s debt agreement.

OIBDA and Adjusted OIBDA do not reflect integration payments as integration payments are recorded as a

reduction to intangible assets. Integration payments received are added to Adjusted OIBDA to determine our
compliance with financial covenants under our senior secured credit facility and included in available cash
distributions to NCM LLC’s founding members. During the years ended December 26, 2013, December 27,
2012, December 29, 2011, December 30, 2010 and December 31, 2009, the Company recorded integration
payments of $2.8 million, $0 million, $1.9 million, $3.9 million and $3.6 million, respectively, from NCM LLC’s
founding members.

(2) Represents the total number of screens within NCM LLC’s advertising network operated by NCM
LLC’s founding members. Excludes screens associated with certain Cinemark Rave and AMC Rave theatres for
all periods presented.

(3) Represents the total screens within NCM LLC’s advertising network.

(4) Represents the total number of screens that are connected to our DCN.

(5) Represents the total attendance within NCM LLC’s advertising network.

(6) Excludes Star Theatres for periods prior to April 2009, Consolidated Theatres for all periods prior to

June 2011 and certain Cinemark Rave and AMC Rave theatres for all periods presented.

(7) Includes short-term and long-term marketable securities.

The following table reconciles consolidated net income to OIBDA and Adjusted OIBDA for the periods

presented (dollars in millions):

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Equity loss from investments, net
Interest and other non-operating costs . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .

Share-based compensation costs (1)

Years Ended

Dec. 26,
2013

Dec. 27,
2012

Dec. 29,
2011

Dec. 30,
2010

Dec. 31,
2009

$129.8
20.2
—
52.0
26.6

$228.6
5.9

$ 65.3
26.7
—
99.8
20.4

$212.2
9.0

$100.6
19.4
—
73.7
18.8

$212.5
11.8

$109.1
16.8
0.7
64.0
17.8

$208.4
14.0

$101.3
16.6
0.8
49.5
15.6

$183.8
5.5

Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$234.5

$221.2

$224.3

$222.4

$189.3

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$462.8

$448.8

$435.4

$427.5

$380.7

50.7% 49.3% 51.5% 52.0% 49.7%

(1) Share-based payments costs are included in network operations, selling and marketing and administrative

expense in the accompanying financial statements.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As discussed in Part 1, some of the information in this Annual Report on Form 10-K includes “forward-

looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. All statements other than
statements of historical facts included in this Form 10-K, including, without limitation, certain statements under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may constitute
forward-looking statements. In some cases, you can identify these “forward-looking statements” by the specific
words, including but not limited to “may,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words.
These forward-looking statements involve risks and uncertainties. The following discussion and analysis should
be read in conjunction with our historical financial statements and the related notes thereto included elsewhere
in this document. In the following discussion and analysis, the term net income refers to net income attributable
to NCM, Inc.

Overview

NCM LLC operates the largest digital in-theatre network in North America, for the distribution of

advertising and, until its sale at the end of 2013, Fathom Events. Our revenue has been principally derived from
the sale of advertising and, to a lesser extent, from our Fathom Events business. We have long-term ESAs with
NCM LLC’s founding members and multi-year agreements with our network affiliates. The ESAs with NCM
LLC’s founding members and network affiliate agreements grant us exclusive rights, subject to limited
exceptions, to sell advertising and distribute entertainment programming in those theatres. Our advertising
FirstLook pre-show and LEN programming are distributed across our proprietary DCN and live Fathom Event
programming was distributed across our DBN until its sale. Approximately 97% of the aggregate NCM LLC
founding members and network affiliate theatre attendance is generated by theatres connected to our DCN.

Management focuses on several measurements that we believe provide us with the necessary ratios and key
performance indicators to manage our business, determine how we are performing versus our internal goals and
targets, and against the performance of our competitors and other benchmarks in the marketplace in which we
operate. Senior executives hold meetings twice per quarter with officers, managers and staff to discuss and
analyze operating results and address significant variances to budget and prior year in an effort to identify trends
and changes in our business. We focus on many operating metrics including changes in OIBDA, Adjusted
OIBDA and Adjusted OIBDA margin, as defined and discussed in “Item 6. Selected Financial Data—Notes to
the Selected Historical Financial and Operating Data”, as some of our primary measurement metrics. In addition,
we monitor our monthly advertising performance measurements, including advertising inventory utilization,
advertising pricing (CPM), local and total advertising revenue per attendee and the number of Fathom Events
locations, revenue per event and location, as well as our operating cash flow and related financial leverage and
cash balances and revolving credit facility availability to ensure that there is adequate cash availability to fund
our working capital needs and debt obligations and current and future dividends declared by our Board of
Directors.

Our operating results may be affected by a variety of internal and external factors and trends described more

fully in the section entitled “Risk Factors.”

Summary Historical and Operating Data

You should read this information in conjunction with the other information contained in this document, and

our audited historical financial statements and the notes thereto included elsewhere in this document.

The following table presents operating data and Adjusted OIBDA. Refer to “Item 6. Selected Financial
Data—Notes to the Selected Historical Financial and Operating Data” for a discussion of the calculation of
Adjusted OIBDA and reconciliation to consolidated net income.

Years Ended

% Change

2012 to 2013 2011 to 2012

(In millions, except per share data)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dec. 26,
2013

Dec. 27,
2012

Dec. 29,
2011

$462.8
260.8

$448.8
257.0

$435.4
241.7

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . .

202.0
52.0
20.2
88.6

191.8
99.8
26.7
51.9

193.7
73.7
19.4
69.1

3.1%
1.5%

5.3%
(47.9%)
(24.3%)
70.7%

Net income attributable to NCM, Inc.

. . . . . . . . . . . . . . . . . .

$ 41.2

$ 13.4

$ 31.5

207.5%

Net income per NCM, Inc. basic share . . . . . . . . . . . . . . . . .
Net income per NCM, Inc. diluted share . . . . . . . . . . . . . . . .

$ 0.74
$ 0.73

$ 0.25
$ 0.24

$ 0.58
$ 0.58

194.2%
203.1%

Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA margin . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total theatre attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Basis of Presentation

$234.5

$221.2

$224.3

50.7% 49.3% 51.5%
699.2

636.8

690.4

6.0%
1.4%
1.3%

3.1%
6.3%

(1.0%)
35.4%
37.6%
(24.9%)

(57.5%)

(56.9%)
(58.6%)

(1.4%)
(2.2%)
8.4%

Prior to the completion of the IPO, NCM LLC was wholly-owned by its founding members. In connection
with the offering, NCM, Inc. purchased newly issued common membership units from NCM LLC and common
membership units from NCM LLC’s founding members, and became a member of and the sole manager of NCM
LLC. We entered into several agreements to effect the reorganization and the financing transaction and certain
amendments were made to the existing ESAs to govern the relationships among NCM LLC and NCM LLC’s
founding members after the completion of these transactions.

The results of operations data discussed herein were derived from the audited Consolidated Financial
Statements and accounting records of NCM, Inc. and should be read in conjunction with the notes thereto.

We have a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal years

2013, 2012 and 2011 contained 52 weeks. Our 2014 fiscal year will contain 53 weeks. Throughout this
document, we refer to our fiscal years as set forth below:

Fiscal Year Ended

December 26, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 27, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reference
in this
Document

2013
2012
2011

Results of Operations

Years Ended December 26, 2013 and December 27, 2012

Revenue. Total revenue for the year ended December 26, 2013 increased $14.0 million, or 3.1%, to $462.8
million, compared to $448.8 million for the 2012 period. The following is a summary of revenue by category (in
millions).

Years Ended

December 26,
2013

December 27,
2012

$ Change
2012 to 2013

% Change
2012 to 2013

National advertising revenue . . . . . . . . . . . . . . . . . . . . . . . .
Local advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Founding member advertising revenue from beverage

concessionaire agreements . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Consumer revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Business revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .

$295.0
89.9

$288.7
81.1

$ 6.3
8.8

41.4
34.4
2.1

39.7
34.2
5.1

1.7
0.2
(3.0)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$462.8

$448.8

$14.0

2.2%
10.9%

4.3%
0.6%
(58.8%)

3.1%

The following table shows data on revenue per attendee for the years ended December 26, 2013 and

December 27, 2012 (in millions):

Per Attendee Data

December 26,
2013

December 27,
2012

% Change
2012 to 2013

National advertising revenue per attendee . . . . . . . . . . . . . . . . . . . . . . . .
Local advertising revenue per attendee . . . . . . . . . . . . . . . . . . . . . . . . . .
Total advertising revenue (excluding founding member beverage

revenue) per attendee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total advertising revenue per attendee . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.422
0.129

0.551
$0.610

$0.418
0.117

0.536
$0.593

0.9%
9.5%

2.8%
2.8%

National advertising revenue. The $6.3 million, or 2.2%, increase in national advertising revenue (excluding
beverage revenue from NCM LLC’s founding members) was due primarily to an increase in national
inventory utilization which rose from 98.8% in 2012 to 109.3% in 2013 on network attendance growth of
1.3%. Inventory utilization is calculated based on eleven 30-second salable national advertising units in our

pre-show, which can be expanded, should market demand dictate. Revenue and utilization increased
primarily due to content partner revenue increasing 17.3% to $84.0 million in 2013, compared to $71.6
million in 2012 primarily due to several content partners spending over their annual contractual commitment
in 2013. In addition, online and mobile advertising revenue increased $0.8 million, or 16.4%, from $5.0
million in 2012 to $5.8 million in 2013. The increases to national advertising revenue were partially offset
by a 7.6% decrease in national advertising CPMs (excluding beverage revenue) due primarily to the
expansion of our client mix to new client categories, more aggressive pricing strategies and increased
competition.

Local advertising revenue. The $8.8 million, or 10.9%, increase in local advertising revenue was driven by
an increase in local advertising contract volume of 9.7% and an increase in the average contract value of
1.1% in 2013, compared to 2012. The increase in contract volume was driven by an increase in sales to
smaller local clients. The average dollar value of our local advertising contracts under $100,000 increased
6.2% and the number of contracts under $100,000 increased 9.8%, with contracts between $50,000 and
$100,000 driving the increase with growth of 41.7% in the number of contracts in 2013. The increase in
smaller contracts was driven in part by a 2.4% increase in the number of average network screens in 2013,
compared to 2012 and an improving economic outlook in many of the local markets that we serve. Sales to
larger (>$100,000) regional contracts remained consistent period over period.

Founding member beverage revenue. The $1.7 million, or 4.3%, increase in national advertising revenue
from NCM LLC’s founding members’ beverage concessionaire agreements was due primarily to a 3.7%
increase in founding member attendance in 2013, compared to 2012. The increase in founding member
attendance related primarily to the acquisition of 109 theatres (with 1,437 screens) by NCM LLC’s founding
members late in 2012 and in 2013. These acquisitions expanded our network by 12 theatres (192 screens) as
97 theatres (with 1,245 screens) were operated by existing network affiliate theatre circuits.

Fathom Events revenue. Fathom Events revenue, which is comprised of Fathom Consumer revenue and
Fathom Business revenue, decreased $2.8 million, or 7.1%, from $39.3 million in 2012 to $36.5 million in
2013. The decrease was primarily due to a decrease in Fathom Business revenue of $3.0 million as this
business was wound-down in the early part of 2012 and thus we only executed business meeting events on a
periodic basis as requested by long-term Fathom clients or NCM LLC’s founding members. Fathom
Consumer revenue remained consistent increasing $0.2 million, or 0.6%, year-over-year despite the number
of events decreasing by 17, or 18.9%, from 90 in 2012 to 73 in 2013. The events held in 2013 generated
23.6% higher average revenue than those in 2012 due to our focus on higher quality events.

Operating expenses. Total operating expenses for the year ended December 26, 2013 were $260.8 million,

an increase of 1.5%, from $257.0 million for the 2012 period. The following table shows operating expense
breakout for the years ended December 26, 2013 and December 27, 2012 (in millions):

Years Ended

December 26,
2013

December 27,
2012

$ Change
2012 to 2013

% Change
2012 to 2013

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . .

$ 29.0
25.5
19.4
69.4
61.5
29.4
26.6

$260.8

$ 31.3
29.0
19.8
64.5
60.5
31.5
20.4

$257.0

$(2.3)
(3.5)
(0.4)
4.9
1.0
(2.1)
6.2

$ 3.8

(7.3%)
(12.1%)
(2.0%)
7.6%
1.7%
(6.7%)
30.4%

1.5%

Advertising operating costs. Advertising operating costs decreased $2.3 million, or 7.3%, from $31.3
million for the year ended December 27, 2012 to $29.0 million for the year ended December 26, 2013. This

decrease was primarily the result of a $2.9 million decrease in affiliate advertising payments. The decrease
in affiliate advertising payments was driven by an 8.0% decrease in the number of average affiliate screens
in 2013, compared to 2012. The decrease in affiliate screens is due to the acquisition of certain affiliate
screens by NCM LLC’s founding members, partially offset by the addition of new affiliate screens to our
network by existing affiliates and the addition of six new affiliate circuits during 2013.

Fathom Events operating costs. Fathom Events operating costs decreased $3.5 million, or 12.1%, from
$29.0 million for the year ended December 27, 2012 to $25.5 million for the year ended December 26, 2013.
The decrease was primarily due to a decrease in costs associated with the Fathom Consumer Events division
of $1.9 million due to lower programming costs as a percentage of event revenue and fewer events in 2013,
compared to 2012. In addition, costs associated with the Fathom Business Events division declined $1.6
million in 2013 compared to 2012 as this division was wound-down in the first quarter of 2012.

Network costs. Network costs decreased $0.4 million, or 2.0%, from $19.8 million for the year ended
December 27, 2012 to $19.4 million for the year ended December 26, 2013. The decrease was primarily due
to a decrease of $0.4 million in share-based compensation expense.

Theatre access fees. Theatre access fees increased $4.9 million, or 7.6%, from $64.5 million for the year
ended December 27, 2012 to $69.4 million for the year ended December 26, 2013. Approximately $3.3
million of the increase was from an increase in fees for digital screens and equipment and the remaining
$1.6 million of the increase was due to the 3.7% increase in founding member attendance in 2013, compared
to 2012. The fees for digital screens and equipment increased due to an annual 5% rate increase specified in
the ESAs and a higher number of NCM LLC’s founding member theatres equipped with the higher quality
digital cinema equipment year-over-year. As of December 26, 2013, the number of founding member
theatres equipped with digital cinema projectors as a percentage of the total founding member network was
86%, compared to 84% as of December 27, 2012 and as of December 26, 2013, 96% of our network screens
were showing advertising on digital projectors.

Selling and marketing costs. Selling and marketing costs increased $1.0 million, or 1.7%, from $60.5
million for the year ended December 27, 2012 to $61.5 million for the year ended December 26, 2013. This
increase was primarily due to an increase of $1.7 million in non-cash barter expense partially offset by a
decrease of $0.8 million in personnel costs due primarily to lower salaries and lower share-based
compensation expense.

Administrative and other costs. Administrative and other costs decreased $2.1 million, or 6.7%, from $31.5
million for the year ended December 27, 2012 to $29.4 million for the year ended December 26, 2013. The
decrease was primarily due to $1.5 million decrease in personnel costs due primarily to lower share-based
compensation expense and a decrease of $0.5 million in legal and professional expenses due to a one-time
fee paid in 2012 to consultants that assisted us with the restructuring of the Fathom Events business.

Depreciation and amortization. Depreciation and amortization expense increased $6.2 million, or 30.4%,
from 20.4 million for the year ended December 27, 2012 to $26.6 million for the year ended December 26,
2013. The increase was due to higher amortization of intangible assets related to new affiliate agreements
and NCM LLC founding member common unit adjustments, as well as, an increase in depreciation expense
resulting from greater average property, plant and equipment balances year-over-year related primarily to
equipment installed into new network affiliate theatres.

Non-operating expenses. Total non-operating expenses for the year ended December 26, 2013 were $52.0
million, a decrease of 47.9%, from $99.8 million for the 2012 period due primarily to the $25.4 million gain on
the sale of the Fathom Events business and loss on terminations of interest rate swap agreements in 2012. The

following table shows the non-operating expense breakout for the years ended December 26, 2013 and
December 27, 2012 (in millions):

Interest on borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion of interest on the discounted payable to founding
members under tax receivable agreement . . . . . . . . . . . . .
Change in derivative fair value . . . . . . . . . . . . . . . . . . . . . . .
Amortization of terminated derivatives . . . . . . . . . . . . . . . . .
Impairment on investment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on swap terminations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Fathom Events—founding members . . . . . .
Other non-operating expense . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended

December 26,
2013

December 27,
2012

$ Change
2012 to 2013

% Change
2012 to 2013

$ 51.6
(0.4)

$56.7
(0.4)

$ (5.1)
—

(9.0%)
0.0%

13.9
—
10.3
0.8
—
(25.4)
1.2

10.0
(3.0)
4.0
—
26.7
—
5.8

3.9
3.0
6.3
0.8
(26.7)
(25.4)
(4.6)

39.0%
(100.0%)
157.5%
100.0%
(100.0%)
100.0%
(79.3%)

Total non-operating expenses . . . . . . . . . . . . . . . . . . . .

$ 52.0

$99.8

$(47.8)

(47.9%)

Interest on borrowings decreased $5.1 million due primarily to lower average interest rates in 2013,

compared to 2012, as a result of the Company’s debt refinancings in 2012 and 2013. Interest due to NCM LLC’s
founding members under the tax receivable agreement increased $3.9 million due to changes in tax rates and
NCM LLC ownership rates period over period. In connection with the termination of interest rate swaps during
2012, the Company recorded a loss in 2012 of $26.7 million, recorded higher amortization on terminated
derivatives of $6.3 million in 2013 and no longer recorded changes in derivative fair value, all of which
decreased non-operating expenses by $17.4 million in 2013, compared to 2012. In 2013, we recorded a gain of
$25.4 million, net of direct expenses, for the sale of our Fathom Events business on December 26, 2013. During
2013, we also recorded an impairment charge on a cost method investment of $0.8 million and had lower other
non-operating expense primarily due to a decrease in write-offs of debt issuance costs during 2013.

Net income. Net income increased $27.8 million, or 207.5 %, from $13.4 million for the year ended
December 27, 2012 to $41.2 million for the year ended December 26, 2013. The increase in net income was
driven by a decrease in non-operating expenses of $47.8 million, an increase in operating income of $10.2
million, as described further above, and a decrease in tax expense of $6.5 million due primarily to the reversal of
a valuation allowance on a capital loss carryforward that the Company now expects to utilize because of capital
gains associated with the sale of the Fathom Events business. These increases to net income were partially offset
by a $36.7 million increase in income attributable to noncontrolling interests due to higher NCM LLC net
income.

Years Ended December 27, 2012 and December 29, 2011

Revenue. Total revenue for the year ended December 27, 2012 increased $13.4 million, or 3.1% to $448.8

million, compared to $435.4 million for the 2011 period. The increase was driven by an increase in total
advertising revenue of $23.3 million, or 6.0%, from $386.2 million for the year ended December 29, 2011 to
$409.5 million for the year ended December 27, 2012. The increase is primarily due to a 7.9% increase in
national advertising revenue (excluding beverage), a 0.6% increase in local advertising revenue and a 4.5%

increase in beverage revenue. Total advertising revenue (including beverage revenue) per attendee for the year
ended December 27, 2012 decreased 2.1% from the year ended December 29, 2011.

National advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Local advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Founding member advertising revenue from beverage

concessionaire agreements . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Consumer revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Business revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended

December 27,
2012

December 29,
2011

$288.7
81.1

$267.6
80.6

39.7
34.2
5.1

38.0
35.0
14.2

$ Change
2011
to 2012

$21.1
0.5

1.7
(0.8)
(9.1)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$448.8

$435.4

$13.4

% Change
2011 to 2012

7.9%
0.6%

4.5%
(2.3%)
(64.1%)

3.1%

National advertising revenue. National advertising revenue (including beverage revenue from NCM LLC’s
founding members) of $328.4 million for the year ended December 27, 2012 increased $22.8 million, or
7.5%, from $305.6 million for the 2011 period. Excluding beverage revenue from NCM LLC’s founding
members, national advertising revenue increased $21.1 million, or 7.9% to $288.7 million compared to
$267.6 million for the 2011 period. The growth in national advertising revenue was driven by total
attendance increasing 8.4% for the year ended December 27, 2012, with NCM LLC’s founding members
increasing 4.4% and network affiliates increasing 35.2%, which includes 15 new network affiliates added to
our network in 2011 and 2012. In addition, online and mobile revenue increased $1.7 million, or 52.4%
during 2012 compared to 2011 as the Company continues to place more focus on the online and mobile
market, including selling advertising that combines on-screen, lobby and online and mobile marketing
components. Branded content revenue increased 44.7% during 2012 compared to 2011, due to more branded
content contracts sold. National inventory utilization decreased to 98.8% for the year ended December 27,
2012 compared to 100.3% for the 2011 period as a result of a larger impression base in 2012 relating to an
8.4% attendance increase. Inventory utilization is calculated based on eleven 30-second salable national
advertising units in our pre-show, which can be expanded, should market demand dictate. National
advertising CPMs (excluding beverage revenue) decreased 2.5% during 2012 due to pricing pressure in the
broader advertising marketplace and a higher number of long-form (longer than 30 seconds) advertisements.

Local advertising revenue. Local advertising revenue increased $0.5 million, or 0.6% to $81.1 million for
the year ended December 27, 2012 compared to $80.6 million for the 2011 period. The Company’s number
of local advertising contracts increased 4.6% as our smaller clients began to spend again with the improving
economic climate. The number of our network screens increased 3.7%, and the average contract value
increased 1.0% due to an increase in the number of higher value regional contracts.

Founding member beverage revenue. NCM LLC’s founding members’ advertising revenue from beverage
concessionaire agreements increased 4.5% due to a 4.4% increase in NCM LLC’s founding members’
attendance.

Fathom Events revenue. Fathom Events revenue decreased $9.9 million, or 20.1% to $39.3 million for the
year ended December 27, 2012 compared to $49.2 million for the 2011 period. The decrease was primarily
due to a decrease in Fathom Business Events revenue to $9.1 million as this division was wound-down and
shifted back to NCM LLC’s founding member circuits during the first quarter of 2012 per the terms of the
ESA, and a decrease in Fathom Consumer Events revenue of $0.8 million, or 2.3%, from $34.2 million for
the year ended December 27, 2012 to $35.0 million for the year ended December 29, 2011. The decrease in
Fathom Consumer revenue was due to a 13.5% decrease in events and 6.8% decrease in average event ticket
price, offset by a 5.0% increase in paid event attendance, related to a focus on higher quality events.

Operating expenses. Total operating expenses for the year ended December 27, 2012 were $257.0 million,
an increase of 6.3%, from $241.7 million for the 2011 period. The following table shows the operating expense
breakout for the years ended December 27, 2012 and December 29, 2011 (in millions):

Years Ended

December 27,
2012

December 29,
2011

$ Change
2011 to 2012

% Change
2011 to 2012

Advertising operating costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Events operating costs . . . . . . . . . . . . . . . . . . . . . . .
Network costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Theatre access fees—founding members . . . . . . . . . . . . . . .
Selling and marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative and other costs . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 31.3
29.0
19.8
64.5
60.5
31.5
20.4

$257.0

$ 24.6
34.1
18.6
55.4
59.8
30.4
18.8

$241.7

$ 6.7
(5.1)
1.2
9.1
0.7
1.1
1.6

$15.3

27.2%
(15.0%)
6.5%
16.4%
1.2%
3.6%
8.5%

6.3%

Advertising operating costs. Advertising operating costs increased $6.7 million, or 27.2%, from $24.6
million for the year ended December 29, 2011 to $31.3 million for the year ended December 27, 2012. This
increase was primarily the result of a $6.5 million increase in payments made to our network affiliates
primarily due to a 3.7% increase in network affiliate screens, as well as the increase in national advertising
revenue (excluding beverage revenue). As a percentage of total network screens, affiliate screens increased
from 18.2% as of December 29, 2011 to 19.7% as of December 27, 2012.

Fathom Events operating costs. Fathom Events operating costs decreased $5.1 million, or 15.0%, from
$34.1 million for the year ended December 29, 2011 to $29.0 million for the year ended December 27, 2012.
The decrease was primarily due to a decrease in costs associated with the Fathom Business Events division
which declined $5.0 million as this division was wound-down in the first quarter of 2012. The Fathom
Consumer Events division operating costs were approximately the same as 2011, consistent with the
relatively flat year to year revenue.

Network costs. Network costs increased $1.2 million, or 6.5%, from $18.6 million for the year ended
December 29, 2011 to $19.8 million for the year ended December 27, 2012. The increase was primarily due
to an increase in year-end performance bonuses due to a better performance against internal goals than 2011,
and an increase in the average number of total network screens during 2012 compared to 2011.

Theatre access fees. Theatre access fees increased $9.1 million, or 16.4%, from $55.4 million for the year
ended December 29, 2011 to $64.5 million for the year ended December 27, 2012. The increase was due in
part to contractual rate increases specified in the ESA, including an annual 5% rate increase per digital
screen and an 8% increase in the payment per patron fee which occurs every five years with the first such
increase taking effect in 2012. Theatre access fees also increased due to NCM LLC’s founding member
attendance increasing by 8.4% for 2012, compared to 2011. In addition, payments to NCM LLC’s founding
members to obtain access to higher quality digital cinema equipment increased due to a higher number of
NCM LLC’s founding member theatres equipped with this technology.

Selling and marketing costs. Selling and marketing costs increased $0.7 million, or 1.2%, from $59.8
million for the year ended December 29, 2011 to $60.5 million for the year ended December 27, 2012. This
increase was primarily due to an increase in advertising related selling and marketing costs of $5.1 million,
offset by a decrease in selling and marketing costs associated with the Fathom Events of $3.6 million, and a
decrease in stock-based compensation expense of $0.6 million. Advertising related selling and marketing
costs increased due to an increase in online publisher expense (related to the increase in online and mobile
revenue), increase in commission expense related to higher online and mobile revenue, and an increase in
promotional and merchandising expense. The $3.6 million decrease in Fathom Events selling and marketing
costs was due primarily to the wind-down of the Fathom Business Events division during the first quarter of
2012.

Administrative and other costs. Administrative and other costs increased $1.1 million, or 3.6%, from $30.4
million for the year ended December 29, 2011 to $31.5 million for the year ended December 27, 2012. The
increase was primarily due to $1.6 million increase in performance bonus expense associated with the
performance against internal goals, $1.0 million increase in professional service fees primarily related to a
one-time fee paid to consultants assisting us with the restructuring of the Fathom business, a $1.1 million
increase in salary and related employee expenses primarily related to software developers working on our
new advertising proposal and inventory management systems, partially offset by a decline of $2.2 million in
stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization expense increased $1.6 million to $20.4
million for the year ended December 27, 2012, compared to $18.8 million for the year ended December 29,
2011 primarily from increased amortization expense recognized on intangible assets for new network
affiliate agreements added during late 2011 and 2012.

Non-operating expenses. Total non-operating expenses for the year ended December 27, 2012 were $99.8

million, an increase of 35.4%, from $73.7 million for the 2011 period. The following table shows the non-
operating expense breakout for the years ended December 27, 2012 and December 29, 2011 (in millions):

Interest on borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion of interest on the discounted payable to founding
members under tax receivable agreement . . . . . . . . . . . . .
Change in derivative fair value . . . . . . . . . . . . . . . . . . . . . . .
Amortization of terminated derivatives . . . . . . . . . . . . . . . . .
Impairment on investment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on swap terminations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-operating expense . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended

December 27,
2012

December 29,
2011

$ Change
2011 to 2012

% Change
2011 to 2012

$56.7
(0.4)

$49.2
(0.3)

$ 7.5
(0.1)

15.2%
33.3%

10.0
(3.0)
4.0
—
26.7
5.8

15.1
—
1.3
6.7
—
1.7

(5.1)
(3.0)
2.7
(6.7)
26.7
4.1

(33.8%)
100.0%
207.7%
(100.0%)
100.0%
241.2%

35.4%

Total non-operating expenses . . . . . . . . . . . . . . . . . . . .

$99.8

$73.7

$26.1

The increase in non-operating expenses was due primarily to a $26.7 million loss on the termination of our
interest rate swap agreement associated with the portion of our term loan that was paid down during the second
quarter of 2012 with the proceeds from the issuance of our Senior Secured Notes. Additionally, the increase in
non-operating expenses was due to a $7.5 million increase in interest on borrowings due primarily to the issuance
of Senior Unsecured Notes in July 2011 and to a lesser extent the issuance of our Senior Secured Notes in April
2012. Additionally, during the year ended December 29, 2011, we incurred an impairment charge of $6.7 million
that we did not incur during the year ended December 27, 2012.

Net income. Net income decreased $18.1 million, or 57.5%, from $31.5 million for the year ended

December 29, 2011 to $13.4 million for the year ended December 27, 2012. Our income tax expense increased
$7.3 million primarily due an adjustment to the measurement of our deferred tax asset and the long-term payable
to our founding member liability’s expected net realized tax benefit which included approximately $9.6 million
attributable to prior periods. Refer to Note 7 to the audited Consolidated Financial Statements. These decreases in
net income were partially offset by a $17.2 million decrease in net income attributable to noncontrolling interest
due to lower NCM LLC net income during the periods.

Known Trends and Uncertainties

Trends and Uncertainties Related to our Business, Industry and Corporate Structure

The current macro-economic environment and its impact on the national television and local and regional
advertising markets in general, presents uncertainties that could impact our results of operations, including the
timing and amount of spending from our national advertising clients. The impact to our business associated with
these issues will be mitigated somewhat over time due to factors including the expansion of our advertising
network, the related increase in salable advertising impressions, growth in our advertising client base, the
effectiveness of cinema advertising relative to other advertising mediums, and the technical quality of our
network and inventory management systems. During 2013 and thus far in 2014, we have added seven new
affiliate theatre circuits (with 303 screens) to our national network. In total, these contracted new affiliate theatres
are expected to add approximately 8 million new attendees on a full-year pro-forma basis, which we expect will
result in approximately 118 million new salable national advertising impressions (assuming 14 national
advertising units of 30 seconds each). Our sales force integrates these additional impressions into the advertising
sales process as they are added to our network and thus these attendees will provide the opportunity for
expansion of our revenue, operating income and cash flow. We believe that the continued growth of our network
will expand our national reach and geographic coverage will strengthen our selling proposition and competitive
positioning versus other national and local television, video and other advertising platforms. In addition, during
2012 and 2013, NCM LLC’s founding members acquired several of NCM LLC’s affiliates making the majority
of them a part of the founding members’ network immediately with the remaining in the future as existing
agreements with another cinema advertising provider expire (14 theatres with 223 screens in November 2018).
NCM LLC pays a theatre access fee to its founding members, rather than affiliate payments. Theatre access fees
are generally lower, as a percentage of revenue, than affiliate payments, which results in improved operating
margins for the Company.

In 2013, we experienced a decline of 7.6% in national advertising CPMs (excluding beverage revenue) due
primarily to the expansion of our client mix to new categories, more aggressive pricing strategies and increased
competition. We expect this trend of decreasing CPMs to continue in 2014 as we further expand our client mix
into client categories that have lower pricing expectations and the marketplace becomes more competitive due to
the expansion of online and mobile video advertising platforms.

Under the ESAs, up to 90 seconds of the FirstLook program can be sold to NCM LLC’s founding members

to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. During 2013,
we sold 60 seconds to NCM LLC’s founding members. We expect to continue to sell 60 seconds of time to NCM
LLC’s founding members in 2014. During 2014, NCM LLC’s founding members will be renegotiating their
agreements with their beverage supplier, which could change the amount of advertising time that the circuits are
required to buy from us to satisfy those agreements. Should the amount of time acquired as part of these beverage
concessionaire arrangements decline, that time will be available for sale to other clients. Through 2011, this time
was priced on a CPM basis, which increased each year as specified in the ESAs. Per the ESAs, beginning in
2012, this time is priced equal to the annual percentage change in the advertising CPM for the previous year
charged by NCM LLC to unaffiliated third parties during segment one (closest to showtime) of the FirstLook
pre-show, limited to the highest advertising CPM being then-charged by NCM LLC. Due to the lower CPMs that
we realized in 2013, this will reduce the CPM on our beverage concessionaire revenue during 2014.

In consideration for NCM LLC’s access to NCM LLC’s founding members’ theatre attendees for on-screen
advertising and use of lobbies and other space within NCM LLC’s founding members’ theatres for the LEN and
lobby promotions, NCM LLC’s founding members receive a monthly theatre access fee under the ESAs. The
theatre access fee is composed of a fixed payment per patron and a fixed payment per digital screen. The
payment per theatre patron increases by 8% every five years, with the first such increase taking effect for fiscal
year 2012, and the payment per digital screen increases annually by 5%. The theatre access fee paid in the
aggregate to all founding members cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as
defined in the ESA), or it will be adjusted upward to reach this minimum payment. Pursuant to ESAs, beginning
on October 1, 2010 the theatre access fee paid to the members of NCM LLC included an additional fee for access
to the higher quality digital cinema systems. This additional fee will continue to increase as additional screens are
equipped with the new digital cinema equipment and the fee increases annually by 5%. As of December 26,
2013, 86% of our founding member network screens were showing advertising on digital cinema projectors.

Trends and Uncertainties Related to Liquidity and Financial Performance

During 2013 and 2012, we amended our senior secured credit facility and in 2012 and 2011, we issued new

Senior Unsecured Notes and Senior Secured Notes. As a result of these transactions, we extended the average
maturities of our debt by over six years to an average remaining maturity of 7.4 years as of December 26, 2013.
Interest expense related to cash borrowings decreased approximately $5.1 million for 2013 compared to 2012
related to these transactions. As of December 26, 2013, approximately 67% of our total borrowings bear interest
at fixed rates. The remaining 33% of our borrowings bear interest at variable rates and as such, our net income
and earnings per share could fluctuate with interest rate fluctuations related to our borrowings. Refer to Note 10
to the audited Consolidated Financial Statements included elsewhere in this document.

Our short-term marketable securities balance increased from $34.2 million as of December 27, 2012 to

$71.2 as of December 26, 2013. The increase was due primarily to the Company purchasing more marketable
securities with original maturities greater than three months, such that they are now classified as short-term
marketable securities rather than cash equivalents. The Company purchased investments with longer maturities in
order to increase its rate of return. As investments mature in 2014, the Company expects to continue to purchase
securities with longer maturities in order to achieve higher rates of return.

As discussed in Note 7 to the audited Consolidated Financial Statements included elsewhere in this

document, NCM LLC’s fiscal year 2007 and 2008 tax returns were under examination by the IRS. On
September 10, 2013, NCM LLC and NCM, Inc., in its capacity as tax matters partner for NCM LLC, received a
“No Adjustments Letter” from the IRS which stated that the IRS completed its review of the NCM LLC tax
returns for the fiscal years ended 2007 and 2008 and did not propose any adjustments to those tax returns. NCM,
Inc. had previously contested adjustments proposed by the IRS through the administrative appeals process. The
Company had not recorded any adjustment to its financial statements for this matter and as such there was no

effect on the Company’s financial statements for the years ended December 26, 2013, December 27, 2012 or
December 29, 2011 related to the closure of these audits.

Our effective tax rate for the years ended December 26, 2013, December 27, 2012 and December 29, 2011

was 33.0%, 67.2% and 38.2%, respectively. Our tax rate is affected by recurring items and the relative amount of
income that NCM, Inc. earns in various state and local jurisdictions. Our tax rate is also impacted by discrete
items that may occur in any year. The decrease in tax rate for the year ended December 26, 2013 is primarily due
to the reversal of a valuation allowance on a capital loss carryforward. The increase in tax rate for the year ended
December 27, 2012 was primarily due an adjustment to the measurement of our long-term payable to our
founding member liability’s expected net realized tax benefit which included approximately $9.6 million
attributable to prior periods. Refer to Note 7 to the audited Consolidated Financial Statements included elsewhere
in this document.

Trends Related to Ownership in NCM LLC

In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an
annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the
founding members based on theatre additions or dispositions during the previous year. During the first quarter of
2013, NCM LLC issued 4,536,014 common membership units to its founding members for the rights to exclusive
access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during
2012. Of these units, 3,599,198 related to theatre acquisitions and 936,816 related to new theatres constructed,
net of closures.

NCM LLC’s Common Unit Adjustment Agreement also requires that a Common Unit Adjustment occur for

a specific founding member if its acquisition or disposition of theatres, in a single transaction or cumulatively
since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two
percent of the annual total attendance at the prior adjustment date. During the second quarter of 2013, NCM LLC
issued 5,315,837 common membership units to Cinemark for attendees added in connection with Cinemark’s
acquisition of Rave Cinemas and one other newly built theatre. During the fourth quarter of 2013, NCM LLC
issued 3,372,241 common membership units to Regal for attendees added in connection with Regal’s acquisition
of Hollywood Theatres and three other newly built theatres.

During the third quarter of 2013, Regal exercised a redemption right of an aggregate 2,300,000 common

membership units for a like number of shares of NCM, Inc.’s common stock. Such redemptions took place
immediately prior to the closing of an underwritten public offering and the closing of an overallotment option.
The Company did not receive any proceeds from the sale of its common stock by Regal. Refer to Note 9 to the
audited Consolidated Financial Statements included elsewhere in this document. As a result, the Company
recorded a net step-up in tax basis related to the investment in NCM LLC of $10.5 million, which increased our
deferred income tax expense by approximately $0.1 million in 2013 based on an estimated tax rate of 38.8%. In
addition, the accretion of interest on the discounted payable to founding members increased approximately $0.1
million in 2013. In 2014, we expect deferred income tax expense and accretion of interest on the discounted
payable to the tax receivable agreement to increase by $0.3 million and $0.2 million, respectively, due to the
step-up in basis.

Overall, NCM Inc.’s ownership in NCM LLC decreased to 46.1% as of December 26, 2013 compared to
48.6% at December 27, 2012 due primarily to the above transactions which we expect to proportionally increase
net income attributable to noncontrolling interests and decrease net income attributable to NCM, Inc.

Financial Condition and Liquidity

Liquidity

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of
accounts receivable balances and operating expenditure payments, as well as available cash payments (as defined

in the NCM LLC Operating Agreement) to NCM LLC’s founding members, interest or principal payments on
our term loan and the Senior Secured Notes and Senior Unsecured Notes, income tax payments, tax receivable
agreement payments to NCM LLC’s founding members and quarterly dividends to NCM, Inc.’s common
stockholders.

A summary of our financial liquidity is as follows (in millions):

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

$ Change
2012 to 2013

$ Change
2011 to 2012

Cash, cash equivalents and marketable

securities (1)

. . . . . . . . . . . . . . . . . . . . . .
Revolver availability (2) . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$126.0
104.0

$230.0

$106.6
110.0

$216.6

$ 98.1
75.0

$173.1

$19.4
(6.0)

$13.4

$ 8.5
35.0

$43.5

(1)

Included in cash and cash equivalents as of December 26, 2013, there was $13.3 million of cash held by
NCM LLC which is not available to satisfy NCM, Inc.’s obligations.

(2) The revolving credit facility portion of NCM LLC’s total borrowings is available, subject to certain

conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other
transactions permitted under the senior secured credit facility, and a portion is available for letters of credit.
NCM LLC’s total availability under the revolving credit facility is $124.0 million. Of the total available,
$14.0 million outstanding principal of the revolving credit facility, formerly held by Lehman Brothers
Holdings, Inc. (“Lehman”), will not be repaid in connection with any future prepayments of the revolving
credit facility amounts, but rather Lehman’s share of the revolving credit facility will be paid in full by
NCM LLC to the successor lenders, along with any accrued and unpaid fees and interest, by the maturity
date of December 31, 2014. As of December 26, 2013, there was an additional $6.0 million drawn on the
revolving credit facility.

We have generated and used cash as follows (in millions):

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

Operating cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 153.1
$ (55.9)
$(114.9)

$ 81.6
$(19.4)
$(55.7)

$ 161.8
$ (53.1)
$(117.2)

Cash Flows—Years Ended December 26, 2013 and December 27, 2012

Operating Activities. The $71.5 million increase in cash provided by operating activities for the year ended
December 26, 2013 versus the year ended December 27, 2012 was primarily due to the absence of $63.4 million
of payments for interest rate swap terminations that were incurred in 2012, a $11.9 million increase in other
operating activities, an $8.1 million lower payment to our founding members under the tax receivable agreement
in 2013 due to a larger tax loss in 2012 and a $5.8 million increase in income after non-cash items, partially
offset by a $21.5 million decrease in accounts receivable collections period over period primarily from the timing
of collections in the period.

Investing Activities. The $36.5 million increase in cash used in investing activities for the year ended
December 26, 2013 compared to the year ended December 27, 2012 was due primarily to higher purchases of
marketable securities, net of sales and maturities, of $34.9 million and an increase of $1.7 million in affiliate
payments for the up-front fees paid upon commencement of certain network affiliate agreements.

Financing Activities. The $59.2 million increase in cash used in financing activities during the year ended

December 26, 2013 compared to the year ended December 27, 2012 was due primarily to a decrease in cash
proceeds from borrowings, net of payments, of $74.0 million and an increase in distributions to NCM LLC’s
founding members of $15.8 million, partially offset by greater proceeds from stock option exercises of $18.1
million and $10.6 million lower debt issuance costs.

Cash Flows—Years Ended December 27, 2012 and December 29, 2011

Operating Activities. The decrease in cash provided by operating activities for the year ended December 27,

2012 versus the 2011 period was primarily due to the $63.4 million paid for the swap terminations and an
increase in interest on borrowings.

Investing Activities. The cash used in investing activities for the year ended December 27, 2012 decreased
compared to the year ended December 29, 2011. The decrease was attributable to lower capital expenditures of
$3.3 million and an increase in proceeds from the sale of marketable securities of $30.5 million. Additionally, the
purchases of intangible assets decreased by $8.7 million. The decrease was partially offset by an $8.8 million
increase in purchases of marketable securities.

Financing Activities. The decrease in cash used for financing activities for the year ended December 27,
2012 versus the 2011 period was primarily due to an increase in cash proceeds from borrowings, net of payments
of $67.2 million related to the issuance of the Senior Secured Notes during the period and an increase in our term
loan in the fourth quarter. Additionally, the distribution to NCM LLC’s founding members decreased $8.6
million from the period ended December 29, 2011 to the period ended December 27, 2012. The overall increase
is partially offset by an increase of $4.9 million in payments of our debt issuance costs.

Sources of Capital and Capital Requirements

NCM, Inc.’s primary source of liquidity and capital resources is the quarterly available cash distributions

from NCM LLC as well as its existing cash balances and marketable securities, which as of December 26, 2013
were $112.8 million (excluding NCM LLC). NCM LLC’s primary sources of liquidity and capital resources are
its cash provided by operating activities, availability under its revolving credit facility and cash on hand. Refer to
Note 10 to the audited Consolidated Financial Statements included elsewhere in this document and “Financings”
below for a detailed discussion of the debt transactions in 2012 and 2013.

Management believes that future funds generated from NCM LLC’s operations and cash on hand should be
sufficient to fund working capital requirements, NCM LLC’s debt service requirements, and capital expenditure
and other investing requirements, through the next twelve months. Cash flows generated by NCM LLC’s
distributions to NCM, Inc. and the founding members can be impacted by the seasonality of advertising sales,
stock option exercises, interest on borrowings under our revolving credit agreement and to a lesser extent theatre
attendance. NCM LLC is required pursuant to the terms of the NCM LLC Operating Agreement to distribute its
available cash, as defined in the operating agreement, quarterly to its members (NCM LLC’s founding members
and NCM, Inc.). The available cash distribution to the members of NCM LLC for the year ended December 26,
2013 was $193.4 million ($89.6 million to NCM, Inc). NCM, Inc. expects to use cash received from the available
cash distributions and its cash balances to fund income taxes, payments associated with the tax receivable
agreement with NCM LLC’s founding members and current and future dividends as declared by the Board of
Directors, including a dividend declared on January 15, 2014 of $0.22 per share (approximately $12.9 million) on
each share of the Company’s common stock (not including outstanding restricted stock) to stockholders of record
on March 6, 2014 to be paid on March 20, 2014. The Board of Directors also declared a special cash dividend on
February 7, 2014 of $0.50 per share (approximately $29.3 million) on each share of the Company’s common
stock (not including outstanding restricted stock) to stockholders of record on March 6, 2014 to be paid on
March 20, 2014. Distributions from NCM LLC and NCM, Inc. cash balances should be sufficient to fund the

above listed items for the foreseeable future at the discretion of the Board of Directors dependent on anticipated
cash needs, overall financial condition, future prospects for earnings, available cash and cash flows as well as
other relevant factors.

Capital Expenditures

Capital expenditures of NCM LLC have typically been capitalized software upgrades for our DCS and

advertising proposal and inventory management system being developed primarily by our programmers,
equipment required for our NOC and content production and post-production facilities, office leasehold
improvements, desktop equipment for use by our employees, and in certain cases, the costs necessary to digitize
all or a portion of a network affiliate’s theatres when they are added to our network. Capital expenditures for the
year ended December 26, 2013 were $10.6 million (including $2.2 million associated with network affiliate
additions) compared to $10.4 million (including $3.2 million associated with network affiliate additions) for the
2012 period. The capital expenditures have typically been satisfied through cash flow from operations. All
capital expenditures related to the DCN within NCM LLC’s founding members’ theatres have been made by
NCM LLC’s founding members under the ESAs. We expect they will continue to be made by NCM LLC’s
founding members in accordance with the ESAs.

We expect to make approximately $10.0 million to $11.0 million of capital expenditures in fiscal 2014,
primarily for upgrades to our DCS distribution software and our internal management systems, including our
advertising inventory optimization, management and reporting systems, our internet site, mobile apps and
network equipment related to currently contracted network affiliate theatres. We expect these upgrades and
improvements to our management reporting systems, which are intended to provide additional advertising
scheduling and placement flexibility for our clients, should enhance our operating efficiencies, including
allowing us to better manage our advertising inventory, and prepare us for continued growth. Our capital
expenditures may increase should we decide to add additional network affiliates to our network. We expect that
additional expenditures, if any, would be funded in part by additional cash flows associated with those new
network affiliates. The commitments associated with our operating lease requirements are included in
“Contractual and Other Obligations” below.

Financings

NCM LLC’s senior secured credit facility consists of a $124.0 million revolving credit facility and a $270.0

million term loan. On May 2, 2013, NCM LLC entered into an amendment of its senior secured credit facility
whereby the facility was increased from $265.0 million to $270.0 million. In connection with the amendment, the
interest rates on the revolving credit facility and term loans were reduced as described further in Note 10 to the
audited Consolidated Financial Statements. In addition, NCM LLC recorded a non-cash charge of approximately
$0.5 million for the write-off of net deferred issuance costs associated with the prior agreement and recorded
approximately $0.7 million for certain new fees. The obligations under the facility are secured by a lien on
substantially all of the assets of NCM LLC. On July 5, 2011, NCM LLC completed a private placement of
$200.0 million in aggregate principal amount of 7.875% Senior Unsecured Notes for which the registered
exchange offering was completed on September 22, 2011. On April 27, 2012, NCM LLC completed a private
placement of $400.0 million in aggregate principal amount of 6.00% Senior Secured Notes for which the
registered exchange offering was completed on November 26, 2012. For further information refer to Note 10 to
the audited Consolidated Financial Statements located elsewhere in this document.

The senior secured credit facility contains a number of covenants and financial ratio requirements, with
which NCM LLC was in compliance at December 26, 2013, including a consolidated net senior secured leverage
ratio as of December 26, 2013 of 2.9 versus a covenant of 6.5 times for each quarterly period. NCM LLC is
permitted to make quarterly dividend payments and other payments based on leverage ratios for NCM LLC and
its subsidiaries so long as no default or event of default has occurred and continues to occur. The quarterly

dividend payments and other distributions are made in the following percentages based on the consolidated net
senior secured leverage ratios for NCM LLC and its subsidiaries:

•

100% of “Available Cash” as defined in the credit agreement if such consolidated net senior secured
leverage ratio is less than or equal to 6.5 times.

75% of Available Cash if such consolidated net senior secured leverage ratio is less than or equal to 7.0
times but greater than 6.5 times.

50% of Available Cash if such consolidated net senior secured leverage ratio is less than or equal to 7.5
times but greater than 7.0 times.

There are no borrower distribution restrictions as long as NCM LLC’s consolidated net senior secured
leverage ratio is below 6.5 times and NCM LLC is in compliance with its debt covenants. If there are limitations
on the restricted payments, NCM LLC may not declare or pay any dividends, or make any payments on account
of NCM LLC, or set aside assets for the retirement or other acquisition of capital stock of the borrower or any
subsidiary, or make any other distribution for obligations of NCM LLC. When these restrictions are effective,
NCM LLC may still pay the services fee and reimbursable costs pursuant to terms of the management agreement.
NCM LLC can also make payments pursuant to the tax receivable agreement in the amount, and at the time
necessary to satisfy the contractual obligations with respect to the actual cash tax benefits payable to NCM
LLC’s founding members.

Critical Accounting Policies

The significant accounting policies of the Company are described in Note 1 to the audited Consolidated

Financial Statements included elsewhere in this document. Certain accounting policies involve significant
judgments, assumptions and estimates by management that have a material impact on the carrying value of
certain assets and liabilities, which management considers critical accounting policies. The judgments,
assumptions and estimates used by management are based on historical experience, knowledge of the accounts
and other factors, which are believed to be reasonable under the circumstances and are evaluated on an ongoing
basis. Because of the nature of the judgments and assumptions made by management, actual results could differ
from these judgments and estimates, which could have a material impact on the carrying values of assets and
liabilities and the results of operations of the Company.

Allowance for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of

probable credit losses inherent in its trade receivables, which represent a significant asset on the balance sheet.
Estimating the amount of the allowance for doubtful accounts requires significant judgment and the use of
estimates related to the amount and timing of estimated losses based on historical loss experience, consideration
of current economic trends and conditions and debtor-specific factors, all of which may be susceptible to
significant change. Account receivable balances are charged against the allowance, while recoveries of amounts
previously charged are credited to the allowance. A provision for bad debt is charged to operations based on
management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To the
extent actual outcomes differ from management estimates, additional provision for bad debt could be required
that could adversely affect earnings or financial position in future periods.

Share-based compensation. The Company’s Equity Incentive Plan is treated as an equity plan under the

provisions of Accounting Standards Codification ASC 718—Compensation—Stock Compensation, and the
determination of fair value of options, restricted stock and restricted stock units for accounting purposes requires
that management make complex estimates and judgments.

We estimate forfeitures when calculating share-based compensation expense which is based on
management’s expectations of potential separation of employees. We also utilize the Black-Scholes option
pricing model to estimate the fair value of our options. This model requires that the Company make estimates of

various factors used, including expected life of the options, the risk-free interest rate, the expected volatility and
our dividend yield. During 2013, we did not grant any stock options and instead granted restricted stock which
we expect to continue in the future.

Certain of the restricted stock awards include performance vesting conditions, which permit vesting to the

extent that the Company achieves specified non-GAAP targets at the end of the measurement period.
Compensation expense is based on management’s projections and the probability of achievement of those
expectations, which requires considerable judgment. We record a cumulative adjustment to share-based
compensation expense in periods that we change our estimate of the number of shares expected to vest.
Additionally, we ultimately adjust the expense recognized to reflect the actual vested shares following the
resolution of the performance conditions.

Income Taxes. We account for income taxes in accordance with ASC 740—Income Taxes, which requires

an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax
assets and liabilities arise from the differences between the tax basis of an asset or liability and its reported
amount in the audited Consolidated Financial Statements. Deferred tax amounts are determined using the tax
rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under
currently enacted tax law. Valuation allowances are to be established when necessary to reduce deferred tax
assets to the amount expected to be realized. We currently have no valuation allowance against certain of our
deferred tax assets. In addition, due to the basis differences resulting from our IPO-related transactions (including
the tax receivable agreement with NCM LLC’s founding members) and subsequent adjustments pursuant to the
common unit adjustment agreement, we are required to make cash payments under the tax receivable agreement
to NCM LLC’s founding members in amounts equal to 90% of our actual tax benefit realized from the tax
amortization of the basis difference for certain deferred assets noted above. The requirements of the tax
receivable agreement, as amended, are highly technical and complex and involve management’s judgment,
including judgments to determine hypothetical tax outcomes exclusive of the IPO date transaction and
agreements. If we were to fail to meet certain of the requirements of the tax receivable agreement, we could be
subject to additional payments to taxing authorities or to NCM LLC’s founding members. Refer to Note 7 to the
audited Consolidated Financial Statements included elsewhere in this document.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements relevant to our business operations, refer to the
information provided under Note 1 to the audited Consolidated Financial Statements included elsewhere in this
document.

Related-Party Transactions

For a discussion of the related-party transactions, refer to the information provided under Note 9 to the

audited Consolidated Financial Statements included elsewhere in this document.

Off-Balance Sheet Arrangements

Our operating lease obligations, which primarily include office leases, are not reflected on our balance
sheet. Refer to “—Contractual and Other Obligations” for further detail. We do not believe these arrangements
are material to our current or future financial condition, results of operations, liquidity, capital resources or
capital expenditures.

Contractual and Other Obligations

Our contractual obligations as of December 26, 2013 were as follows:

Payments Due by Period (in millions)

Within
1 fiscal year

1-3
fiscal years

3-5

fiscal years Thereafter

Total

Borrowings (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Future cash interest on borrowings (2)
. . . . . . . . . . . .
Office leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Network affiliate agreements (3)
. . . . . . . . . . . . . . . .
Payable to founding members under tax receivable

agreement (4)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Future interest on payable to founding members

under tax receivable agreement (5) . . . . . . . . . . . . .

$ 14.0
49.2
2.6
9.9

28.6

13.9

$ —
101.9
5.2
19.9

47.2

28.2

$
6.0
111.4
3.7
9.9

47.2

28.8

$ 870.0
138.5
4.1
2.7

$ 890.0
401.0
15.6
42.4

49.6

172.6

66.7

137.6

Total contractual cash obligations . . . . . . . . . . . .

$118.2

$202.4

$207.0

$1,131.6

$1,659.2

(1) We have a $124.0 million variable rate revolving credit facility of which $20.0 million was outstanding as
of December 26, 2013. Debt service requirements under this agreement depend on the amounts borrowed
and the level of the base interest rate, in addition to a commitment fee on the unused portion of the
revolving credit facility. Refer to further discussion of the secured credit facility under “—Financial
Condition and Liquidity-Financings” above.

(2) The amounts of future cash interest payments in the table above are based on the amount outstanding on the
Senior Secured Notes, Senior Unsecured Notes, term loans and revolving credit facility, as well as estimated
rates of interest over the term of the variable rate revolving credit facility and term loan. The Senior
Unsecured Notes due in 2021 are at a fixed rate of 7.875%. The Senior Secured Notes due in 2022 are at a
fixed rate of 6.00%. In addition, we have variable rate term loans and a revolving credit facility. Debt
service requirements under this agreement depend on the amounts borrowed and the level of the base
interest rate, in addition to a commitment fee on the unused portion of the revolving credit facility. Refer to
further discussion of the secured credit facility under “—Financial Condition and Liquidity-Financings”
above. In addition to the cash interest, we expect to amortize $10.0 million and $1.6 million in 2014 and
2015 respectively, related to our terminated interest rate swap agreements as discussed in Note 15 to the
audited Consolidated Financial Statements included elsewhere in this document.

(3) The value in this table represents the maximum potential payout under the revenue guarantees made by
NCM LLC to its network affiliates. No revenue guarantee amounts have ever been paid under these
agreements as such guarantees have been less than the revenue share calculations specified in the affiliate
agreements, and no liabilities were recorded as of December 26, 2013. For additional details refer to the
information provided under Note 13 to the audited Consolidated Financial Statements included elsewhere in
this document.

(4) The tax receivable agreement entered into at the completion of our IPO provides for the payment by us to

NCM LLC’s founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and
local income tax or franchise tax that we actually realize as a result of certain increases in our proportionate
share of tax basis in NCM LLC’s tangible and intangible assets. The payments to NCM LLC’s founding
members are based, in part, on actual annual income and as such, will vary based on our operating results.
The value in the table represents the estimated amounts payable under the tax receivable agreement as of
December 26, 2013.

(5) The tax receivable agreement described in Note 4 above was discounted and recorded at present value. The

value in the table represents the estimated accretion of interest on the discounted payable as of
December 26, 2013.

The ESAs require payments based on a combination of NCM LLC founding member attendance, the
number of digital screens of each NCM LLC founding member and the number of higher quality digital cinema

systems of each NCM LLC founding member. The amount relating to the attendance factor will vary from
quarter to quarter and year to year as theatre attendance varies, while the amount relating to the digital screens
and digital cinema systems will also vary quarter to quarter and year to year as screens are converted to digital
screens, other screens are added or removed through acquisition, divestiture or closure activities of NCM LLC’s
founding members and NCM LLC founding members convert to the higher quality digital cinema systems. The
payments made to NCM LLC’s founding members also will vary due to the escalation of the rates paid for each
factor pursuant to the amended and restated ESAs. The rate per attendee increases 8% every five years, with the
first such increase taking effect for fiscal year 2012, while the rate per digital screen and digital cinema system
screen increase 5% annually. The table above does not include amounts payable under the ESAs as they are
based on variable factors, which are not capable of precise estimation.

Seasonality

Our revenue and operating results are seasonal in nature, coinciding with the timing of marketing

expenditures by our advertising clients and to a lesser extent the attendance patterns within the film exhibition
industry. Both advertising expenditures and theatre attendance tend to be higher during the second, third, and
fourth fiscal quarters. Advertising revenue is primarily correlated with new product releases, advertising client
marketing priorities and economic cycles and to a lesser extent theatre attendance levels. The actual quarterly
results for each quarter could differ materially depending on these factors or other risks and uncertainties. Based
on our historical experience, our first quarter typically has less revenue than the other quarters of a given year
due primarily to lower advertising client demand and lower theatre industry attendance levels. Accordingly, there
can be no assurances that seasonal variations will not materially affect our results of operations in the future.

The following table reflects the quarterly percentage of total revenue for the fiscal years ended 2010, 2011,

2012 and 2013.

FY 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19.8%
16.3%
17.6%
17.8%

23.2%
26.2%
24.5%
26.5%

29.4%
31.2%
32.1%
29.2%

27.6%
26.3%
25.8%
26.5%

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

The following table reflects the quarterly percentage of total advertising revenue for the fiscal years ended

2010, 2011, 2012 and 2013.

17.9%
15.3%
16.2%
17.3%

23.7%
25.5%
24.7%
27.4%

31.0%
32.9%
33.7%
29.9%

27.4%
26.3%
25.4%
25.4%

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The primary market risk to which we are exposed is interest rate risk. The Senior Unsecured Notes and the

Senior Secured Notes bear interest at fixed rates, and therefore are not subject to market risk. As of December 26,
2013, the interest rate risk that we are exposed to is related to our $124.0 million revolving credit facility and our
$270.0 million term loan. A 100 basis point fluctuation in market interest rates underlying our term loan and
revolving credit facility would have the effect of increasing or decreasing our cash interest expense by
approximately $2.9 million for an annual period on the $20.0 million and $270.0 million outstanding as of
December 26, 2013 on our revolving credit facility and term loan, respectively.

Item 8. Financial Statements and Supplementary Data

Refer to Index to Financial Statements and Supplemental Information on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Effectiveness of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that
are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the
SEC under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time
periods specified by the Commission’s rules and forms, and that information is accumulated and communicated
to our management, including the Chief Executive Officer (principal executive officer) and Senior Vice
President, Finance and Interim Co-Chief Financial Officer (principal financial officer) as appropriate to allow
timely decisions regarding required disclosure. As of December 26, 2013, our management evaluated, with the
participation of the Chief Executive Officer and Senior Vice President, Finance and Interim Co-Chief Financial
Officer, the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and
15d-15(e) of the Exchange Act. Based on that evaluation, the Company’s management concluded that the
Company’s disclosure controls and procedures as of December 26, 2013 were effective.

Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for

establishing and maintaining, and has established and maintains, adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). As of December 26, 2013, our
management evaluated, with the participation of the Chief Executive Officer (principal executive officer) and
Senior Vice President, Finance and Interim Co-Chief Financial Officer (principal financial officer), the
effectiveness of the Company’s internal control over financial reporting based on the framework in Internal
Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation, the Company’s management concluded that the Company’s internal
control over financial reporting as of December 26, 2013 was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 26, 2013 has been attested

by the Company’s registered public accounting firm, Deloitte & Touche LLP, as stated in its report, which
appears herein.

Changes in Internal Control over Financial Reporting.

The Company implemented a new general ledger system during the quarter ended December 26, 2013. The
Company evaluated the design of the internal control over financial reporting prior to implementation and tested
these controls during the quarter ended December 26, 2013.

There were no other changes in the Company’s internal controls over financial reporting that occurred
during the quarter ended December 26, 2013, that have materially affected, or are reasonably likely to materially
affect, the Company’s internal controls over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
National CineMedia, Inc.
Centennial, Colorado

We have audited the internal control over financial reporting of National CineMedia, Inc. and subsidiary (the
“Company”) as of December 26, 2013, based on criteria established in Internal Control—Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 26, 2013, based on the criteria established in Internal Control—Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements as of and for the year ended December 26, 2013 of the
Company and our report dated February 21, 2014 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP
Denver, Colorado
February 21, 2014

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item with respect to our directors is incorporated herein by reference from

the Proxy Statement under the heading “Proposal 1- Election of Directors.”

The information required by this item regarding our executive officers is set forth in Part I of this Annual

Report on Form 10-K under the heading “Executive Officers of the Registrant and is incorporated herein by this
reference.”

Information regarding compliance with Section 16(a) of the Exchange Act by our directors and executive

officers and holders of ten percent of a registered class of our equity securities is incorporated in this item by
reference from the Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance.”

Our Board adopted a Code of Business Conduct and Ethics that applies to all of our employees, including

our board of directors, chief executive officer and principal financial officer. The Code of Business Conduct and
Ethics sets forth the Company’s conflict of interest policy, records retention policy, insider trading policy and
policies for protection of the Company’s property, business opportunities and proprietary information. Our Code
of Business Conduct and Ethics is available free of charge on our website at ncm.com under the tab “Investor
Relations—Corporate Governance.” We intend to post on our website any amendments to, or waivers from our
Code of Business Conduct and Ethics applicable to senior financial executives.

Item 11. Executive Compensation

The information required by this item regarding compensation of executive officers and directors is

incorporated herein by reference from the Proxy Statement under the heading “Compensation of Executive
Officers.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

For information with respect to the security ownership of directors, executive officers and holders of more

than 5% of a class of our voting securities, refer to the Proxy Statement under the heading “Beneficial
Ownership,” which information is incorporated herein by reference.

For equity incentive plan information, refer to the Proxy Statement under the heading “Equity Incentive

Plan Information,” which information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

For information with respect to certain relationships and related transactions, refer to the Proxy Statement

under the heading “Certain Relationships and Related Party Transactions,” which information is incorporated
herein by reference.

For information with respect to director independence, refer to the Proxy Statement under the heading

“Proposal 1—Election of Directors,” which information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information required by this item with respect to principal accounting fees and services is incorporated

herein by reference from the Proxy Statement under the heading “Fees Paid to Independent Auditors.”

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) (1) and (a) (2) Financial statements and financial statement schedules

Refer to Index to Financial Statements on page F-1.

(b) Exhibits

Refer to Exhibit Index, beginning on page 48.

Financial Statement Schedules not included herein have been omitted because they are either not
required, not applicable, or the information is otherwise included herein.

Pursuant to the requirements of Section 13 or 15(d) 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.

SIGNATURES

Dated: February 21, 2014

NATIONAL CINEMEDIA, INC.
(Registrant)

/s/ Kurt C. Hall

Kurt C. Hall
President and Chief Executive Officer
(Principal Executive Officer)

/s/ David J. Oddo

David J. Oddo
Senior Vice President, Finance and Interim Co-
Chief Financial Officer (Principal Financial
Officer)

/s/

Jeffrey T. Cabot

Jeffrey T. Cabot
Senior Vice President, Controller and Interim Co-
Chief Financial Officer (Principal Accounting
Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Kurt C. Hall

Kurt C. Hall

/s/ David J. Oddo

David J. Oddo

/s/

Jeffrey T. Cabot

/s/ Lawrence A. Goodman
Lawrence A. Goodman

/s/ David R. Haas
David R. Haas

/s/

James R. Holland, Jr.

/s/ Stephen L. Lanning
Stephen L. Lanning

/s/ Edward H. Meyer

Edward H. Meyer

President, Chief Executive Officer
(Principal Executive Officer)

Senior Vice President, Finance and Interim
Co-Chief Financial Officer (Principal
Financial Officer)

Senior Vice President, Controller and
Interim Co-Chief Financial Officer
(Principal Accounting Officer)

Director

February 21, 2014

Signature

Title

Date

/s/ Amy E. Miles

Amy E. Miles

/s/ Lee Roy Mitchell

Lee Roy Mitchell

/s/ Craig R. Ramsey

Craig R. Ramsey

/s/ Scott N. Schneider

Scott N. Schneider

Director

February 21, 2014

Exhibit

Reference Description

INDEX TO EXHIBITS

3.1

3.2

4.1

4.2

4.4

4.5

4.6

(1)

(2)

(27)

(34)

(35)

10.1

(3)

10.1.1

(19)

10.1.2

(21)

10.1.3

(47)

10.2

(3)

10.2.1

(15)

10.2.2

(22)

Amended and Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Indenture, dated as of July 5, 2011, by and between National CineMedia, LLC and
Wells Fargo Bank, National Association, as trustee.

Form of 7.875% Senior Notes due 2021 (included in Exhibit 10.13.2).

Indenture, dated as of April 27, 2012, by and between National CineMedia, LLC and
Wells Fargo Bank, National Association, as trustee.

Form of 6.00% Senior Secured Notes due 2022 (included in Exhibit 4.4).

Registration Rights Agreement, dated as of April 27, 2012, by and between National
CineMedia, LLC and Barclays Capital Inc., as representative of the Initial Purchasers named
therein.

National CineMedia, LLC Third Amended and Restated Limited Liability Company
Operating Agreement dated as of February 13, 2007, by and among American Multi-
Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National
CineMedia, Inc.

First Amendment to Third Amended and Restated Limited Liability Company Operating
Agreement of National CineMedia, LLC dated as of March 16, 2009, by and among
American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and
National CineMedia, Inc.

Second Amendment to Third Amended and Restated Limited Liability Company Operating
Agreement of National CineMedia, LLC dated as of August 6, 2010, by and among
American Multi-Cinema, Inc., AMC Showplace Theatres, Inc., Cinemark Media, Inc.,
Regal CineMedia Holdings, LLC and National CineMedia, Inc.

Third Amendment to the Third Amended and Restated Limited Liability Company
Operating Agreement of National CineMedia, LLC dated September 3, 2013, by and among
American Multi-Cinema, Inc., AMC ShowPlace Theatres, Inc., Cinemark Media, Inc.,
Regal CineMedia Holdings, LLC, Regal Cinemas, Inc. and National CineMedia, Inc.

Exhibitor Services Agreement dated as of February 13, 2007, by and between National
CineMedia, Inc. and American Multi-Cinema, Inc. (Confidential treatment granted as to
certain portions, which portions were omitted and filed separately with the Commission.)

Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and
between National CineMedia LLC and American Multi-Cinema, Inc. (Confidential
treatment granted as to certain portions, which portions were omitted and filed separately
with the Commission.)

Second Amendment to Exhibitor Services Agreement dated as of October 1, 2010, by and
between National CineMedia, LLC and American Multi-Cinema, Inc. (Confidential
treatment granted as to certain portions, which portions were omitted and filed separately
with the Commission.)

10.2.3

(31)

Third Amendment to Exhibitor Services Agreement dated as of April 17, 2012, by and
between National CineMedia, LLC and American Multi-Cinema, Inc.

Exhibit

Reference Description

10.2.4

10.3

(3)

10.3.1

(16)

10.3.2

(23)

Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by
and between National CineMedia, LLC and American Multi-Cinema, Inc. (Portions omitted
pursuant to request for confidential treatment and filed separately with the Commission.)

Exhibitor Services Agreement dated as of February 13, 2007, by and between National
CineMedia, Inc. and Cinemark USA, Inc. (Confidential treatment granted as to certain
portions, which portions were omitted and filed separately with the Commission.)

Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and
between National CineMedia LLC and Cinemark USA, Inc. (Confidential treatment granted
as to certain portions, which portions were omitted and filed separately with the
Commission.)

Second Amendment to Exhibitor Services Agreement dated as of October 1, 2010, by and
between National CineMedia, LLC and Cinemark USA, Inc. (Confidential treatment
granted as to certain portions, which portions were omitted and filed separately with the
Commission.)

10.3.3

(32)

Third Amendment to Exhibitor Services Agreement dated as of April 17, 2012, by and
between National CineMedia, LLC and Cinemark USA, Inc.

10.3.4

10.4

(3)

10.4.1

(17)

10.4.2

(24)

Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by
and between National CineMedia, LLC and Cinemark USA, Inc. (Portions omitted pursuant
to request for confidential treatment and filed separately with the Commission.)

Exhibitor Services Agreement dated as of February 13, 2007, by and between National
CineMedia, Inc. and Regal Cinemas, Inc. (Confidential treatment granted as to certain
portions, which portions were omitted and filed separately with the Commission.)

Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and
between National CineMedia LLC and Regal Cinemas, Inc. (Confidential treatment granted
as to certain portions, which portions were omitted and filed separately with the
Commission.)

Second Amendment to Exhibitor Services Agreement dated as of October 1, 2010, by and
between National CineMedia, LLC and Regal Cinemas, Inc. (Confidential treatment granted
as to certain portions, which portions were omitted and filed separately with the
Commission.)

10.4.3

(33)

Third Amendment to Exhibitor Services Agreement dated as of April 17, 2012, by and
between National CineMedia, LLC and Regal Cinemas, Inc.

10.4.4

10.6

(3)

Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by
and between National CineMedia, LLC and Regal Cinemas, Inc. (Portions omitted pursuant
to request for confidential treatment and filed separately with the Commission.)

Common Unit Adjustment Agreement dated as of February 13, 2007, by and among
National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC,
American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark
USA, Inc. (Confidential treatment granted as to certain portions, which portions were
omitted and filed separately with the Commission.)

10.7

(3)

Tax Receivable Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, Cinemark
Media, Inc., Regal Cinemas, Inc., American Multi-Cinema, Inc. and Cinemark USA, Inc.

Exhibit

Reference Description

10.7.1

(14)

10.8

(3)

10.9

(3)

10.10

(3)

10.11

(3)

10.12

(3)

10.13

(41)

10.13.1

(42)

10.13.2

(46)

10.14

(3)

10.14.1

(18)

10.15

(3)

10.15.1

(18)

10.18

(3)

10.18.1

(18)

Second Amendment to Tax Receivable Agreement dated as of April 29, 2008, by and
among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings,
LLC, Cinemark Media, Inc., Regal Cinemas, Inc., American Multi-Cinema, Inc. and
Cinemark USA, Inc.

First Amended and Restated Loews Screen Integration Agreement by and between
National CineMedia, LLC and American Multi-Cinema, Inc. (Confidential treatment
granted as to certain portions, which portions were omitted and filed separately with the
Commission.)

Second Amended and Restated Software License Agreement dated as of February 13,
2007, by and among American Multi-Cinema, Inc., Regal CineMedia Corporation,
Cinemark USA, Inc., Digital Cinema Implementation Partners, LLC and National
CineMedia, LLC.

Director Designation Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., American Multi-Cinema, Inc., Cinemark Media, Inc. and Regal
CineMedia Holdings, LLC.

Registration Rights Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., American Multi-Cinema, Inc., Regal CineMedia Holdings, LLC and
Cinemark Media, Inc.

Management Services Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc. and National CineMedia, LLC.

Amended and Restated Credit Agreement among National CineMedia, LLC and Barclays
Bank PLC, as Lead Arranger dated as of November 26, 2012.

Amendment No. 4 to the Credit Agreement dated as of February 13, 2007, as amended,
restated, modified or otherwise supplemented, among National CineMedia LLC and
Barclays Bank PLC, as administrative agent dated as of November 26, 2012.

Amendment No. 5 to the Credit Agreement dated as of February 13, 2007, as amended,
restated, modified or otherwise supplemented, among National CineMedia LLC, certain
lenders party thereto and Barclays Bank PLC, as administrative agent dated as of May 2,
2013.

Employment Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., National CineMedia, LLC and Kurt C. Hall. +

First Amendment to Employment Agreement effective as of January 1, 2009, by and
among National CineMedia, Inc., National CineMedia, LLC and Kurt C. Hall. +

Employment Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., National CineMedia, LLC and Clifford E. Marks. +

First Amendment to Employment Agreement effective as of January 1, 2009, by and
among National CineMedia, Inc., National CineMedia, LLC and Clifford E. Marks. +

Employment Agreement dated as of February 13, 2007, by and among National
CineMedia, Inc., National CineMedia, LLC and Ralph E. Hardy. +

First Amendment to Employment Agreement effective as of January 1, 2009, by and
among National CineMedia, Inc., National CineMedia, LLC and Ralph E. Hardy. +

10.19

(45)

National CineMedia, Inc. 2007 Equity Incentive Plan, as amended. +

Exhibit

Reference Description

10.20

10.21

10.22

10.22.1

10.22.2

10.22.3

10.22.4

10.23

10.23.1

10.23.2

10.23.3

10.23.4

10.24

(4)

(5)

(6)

(18)

(25)

(30)

(43)

(7)

(30)

(43)

(48)

(49)

(8)

10.24.1

(37)

10.24.2

(50)

10.25

(9)

10.27

(10)

10.27.1

(38)

10.27.2

(50)

10.28

(11)

10.29

(12)

10.29.1

(39)

10.29.2

(50)

10.30

(13)

Form of Option Substitution Award. +

Form of Restricted Stock Substitution Award. +

Form of Stock Option Agreement. +

Form of 2009 Stock Option Agreement. +

Form of 2010 Stock Option Agreement. +

Form of 2011 Stock Option Agreement. +

Form of 2012 Stock Option Agreement. +

Form of Restricted Stock Agreement. +

Form of 2011 Restricted Stock Agreement. +

Form of 2012 Restricted Stock Agreement. +

Form of 2013 Restricted Stock Agreement (Time Based). +

Form of 2013 Restricted Stock Agreement (Performance Based). +

Confirmation of Swap, dated as of June 12, 2007, between National CineMedia, LLC
and Morgan Stanley Capital Services Inc.

Confirmation of Partial Termination of Swap, dated May 21, 2012, between National
CineMedia, LLC and Morgan Stanley Capital Services LLC.

Cancellation of Swap, dated November 26, 2012, between National CineMedia, LLC and
Morgan Stanley Capital Services LLC.

ISDA Master Agreement dated as of March 2, 2007, between National CineMedia, LLC
and Morgan Stanley Capital Services and Schedule.

Confirmation of Swap, dated as of July 25, 2007, between National CineMedia, LLC and
Credit Suisse International.

Confirmation of Partial Termination of Swap, dated May 22, 2012, between National
CineMedia, LLC and Credit Suisse International.

Cancellation of Swap, dated December 13, 2012, between National CineMedia, LLC and
Credit Suisse International.

ISDA Master Agreement dated as of March 2, 2007, between National CineMedia, LLC
and Credit Suisse International and Schedule.

Confirmation of Swap, dated as of August 6, 2007, between National CineMedia, LLC
and JPMorgan Chase Bank, N.A.

Confirmation of Partial Termination of Swap, dated May 31, 2012, between National
CineMedia, LLC and JPMorgan Chase Bank, N.A.

Cancellation of Swap, dated January 9, 2012, between National CineMedia, LLC and
JPMorgan Chase Bank, N.A.

ISDA Master Agreement dated as of August 6, 2007, between National CineMedia, LLC
and JPMorgan Chase Bank, N.A.

10.34

(18)

Form of Restricted Stock Unit Agreement. +

Exhibit

Reference Description

10.36

(25)

10.37

(25)

10.37.1

(40)

10.37.2

(50)

10.38

(20)

ISDA Novation Agreement dated as of February 4, 2010, between National CineMedia,
LLC, Lehman Brothers Special Financing Inc. and Barclays Bank PLC.

Confirmation of Swap, dated as of February 16, 2010, between National CineMedia,
LLC and Barclays Bank PLC.

Confirmation of Partial Termination of Swap, dated May 31, 2012, between National
CineMedia, LLC and Barclays Bank PLC.

Cancellation of Swap, dated December 13, 2012, between National CineMedia, LLC and
Barclays Bank PLC.

ISDA Master Agreement dated as of February 4, 2010 between National CineMedia,
LLC and Barclays Bank PLC.

10.40

10.41

10.42

10.43

10.44

21.1

23.1

31.1

31.2

32.1

32.2

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

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National CineMedia, Inc. 2011 Performance Bonus Plan. +

Employment Agreement dated as of August 24, 2011, by and among National
CineMedia, Inc., National CineMedia, LLC and Earl B. Weihe. +

National CineMedia, Inc. 2013 Performance Bonus Plan. +

National CineMedia, Inc. Executive Performance Bonus Plan.

Employment Agreement dated as of January 15, 2014, by and among National
CineMedia, Inc., National CineMedia, LLC and Alfonso P. Rosabal, Jr.

List of Subsidiaries.

Consent of Deloitte & Touche LLP.

Rule 13a-14(a) Certification of Chief Executive Officer

Rule 13a-14(a) Certification of Principal Financial Officer

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

*
**
+
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Filed herewith.
Furnished herewith.
Management contract.
Incorporated by reference to Exhibit 3.1 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on May 6, 2011.
Incorporated by reference to Exhibit 4.2 from the Registrant’s Registration Statement on Form S-8
(File No. 333-140652) filed on February 13, 2007.
Incorporated by reference to Exhibits of the same number from the Registrant’s Current Report on
Form 8-K (File No. 001-33296) filed on February 16, 2007.
Incorporated by reference to Exhibit 4.4 from the Registrant’s Registration Statement on Form S-8
(File No. 333-140652) filed on February 13, 2007.

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Incorporated by reference to Exhibit 4.5 from the Registrant’s Registration Statement on Form S-8
(File No. 333-140652) filed on February 13, 2007.
Incorporated by reference to Exhibit 4.6 from the Registrant’s Registration Statement on Form S-8
(File No. 333-140652) filed on February 13, 2007.
Incorporated by reference to Exhibit 4.7 from the Registrant’s Registration Statement on Form S-8
(File No. 333-140652) filed on February 13, 2007.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on August 10, 2007.
Incorporated by reference to Exhibit 10.2 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on August 10, 2007.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on November 9, 2007.
Incorporated by reference to Exhibit 10.2 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on November 9, 2007.
Incorporated by reference to Exhibit 10.3 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on November 9, 2007.
Incorporated by reference to Exhibit 10.4 from the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-33296) filed on November 9, 2007.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K
(File No. 001-33296) filed on May 5, 2008.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on November 6, 2008.
Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on November 6, 2008.
Incorporated by reference to Exhibit 10.3 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on November 6, 2008.
Incorporated by reference to Exhibits of the same number from the Registrant’s Annual Report on
Form 10-K (File No. 001-33296) filed on March 6, 2009.
Incorporated by reference to Exhibit 10.1.1 from the Registrant’s Quarterly Report on Form 10-Q (File
No. 001-33296) filed on August 7, 2009.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 14, 2010.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on August 10, 2010.
Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on October 6, 2010.
Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on October 6, 2010.
Incorporated by reference to Exhibit 10.3 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on October 6, 2010.
Incorporated by reference to Exhibits of the same number from the Registrant’s Annual Report on
Form 10-K (File No. 001-33296) filed on March 9, 2010.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on May 2, 2011.
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on July 7, 2011.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on August 26, 2011.
Incorporated by reference to Exhibits of the same number from the Registrant’s Annual Report on
Form 10-K (File No. 001-33296) filed on February 25, 2011.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 18, 2012.

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Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 18, 2012.
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 18, 2012.
Incorporated by reference to Exhibit 4.1 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 30, 2012.
Incorporated by reference to Exhibit 4.3 from the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on April 30, 2012.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on May 4, 2012.
Incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 8-K (File
No. 001-33296) filed on August 3, 2012.
Incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 8-K (File
No. 001-33296) filed on August 3, 2012.
Incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 8-K (File
No. 001-33296) filed on August 3, 2012.
Incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 8-K (File
No. 001-33296) filed on August 3, 2012.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on November 28, 2012.
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on November 28, 2012.
Incorporated by reference to Exhibits of the same number from the Registrant’s Annual Report on
Form 10-K (File No. 001-33296) filed on February 24, 2012.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on May 2, 2013.
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on May 2, 2013.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on May 7, 2013.
Incorporated by reference to Exhibit 10.1.3 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on September 9, 2013.
Incorporated by reference to Exhibit 10.23.5 to the Registrant’s Annual Report on Form 10-K (File
No. 001-33296) filed on February 22, 2013.
Incorporated by reference to Exhibit 10.23.6 to the Registrant’s Annual Report on Form 10-K (File
No. 001-33296) filed on February 22, 2013.
Incorporated by reference to Exhibits of the same number from the Registrant’s Annual Report on
Form 10-K (File No. 001-33296) filed on February 22, 2013.
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File
No. 001-33296) filed on January 22, 2014.

INDEX TO FINANCIAL STATEMENTS

National CineMedia, Inc. and Subsidiary

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 26, 2013 and December 27, 2012 . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the years ended December 26, 2013, December 27, 2012 and

Page

F-2
F-3

December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-4

Consolidated Statements of Comprehensive Income for the years ended December 26,

2013, December 27, 2012 and December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

Consolidated Statements of Equity/(Deficit) for the years ended December 26, 2013, December 27,

2012 and December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Cash Flows for the years ended December 26, 2013, December 27, 2012

and December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-7
F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
National CineMedia, Inc.
Centennial, Colorado

We have audited the accompanying consolidated balance sheets of National CineMedia, Inc. and subsidiary as of
December 26, 2013 and December 27, 2012, and the related consolidated statements of income, comprehensive
income, stockholders’ equity/(deficit), and cash flows for the years ended December 26, 2013, December 27,
2012 and December 29, 2011. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial
position of National CineMedia, Inc. and subsidiary as of December 26, 2013 and December 27, 2012, and the
results of their operations and their cash flows for the years ended December 26, 2013, December 27, 2012 and
December 29, 2011, in conformity with accounting principles generally accepted in the United States of
America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of December 26, 2013, based on the
criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 21, 2014 expressed an unqualified
opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP
Denver, Colorado
February 21, 2014

F-2

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)

December 26,
2013

December 27,
2012

ASSETS
CURRENT ASSETS:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance of $5.7 and $4.5, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of notes receivable—founding members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

NON-CURRENT ASSETS:

Property and equipment, net of accumulated depreciation of $69.5 and $63.1, respectively . . . . .
Intangible assets, net of accumulated amortization of $48.7 and $32.5, respectively . . . . . . . . . . .
Deferred tax assets, net of valuation allowance of $0.0 and $3.3, respectively . . . . . . . . . . . . . . .
Debt issuance costs, net of accumulated amortization of $15.0 and $12.2, respectively . . . . . . . .
Long-term notes receivable, net of current portion—founding members . . . . . . . . . . . . . . . . . . . .
Other investments (including $1.1 and $0.0 with related parties, respectively) . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54.7
71.3
120.4
3.1
4.2
7.6
4.2

265.5

25.6
492.0
244.2
17.7
20.8
1.1
0.4

801.8

72.4
34.2
98.5
2.4
4.9
8.3
—

220.7

25.7
280.3
264.3
18.3
—
0.8
0.4

589.8

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,067.3

$ 810.5

LIABILITIES AND EQUITY/(DEFICIT)
CURRENT LIABILITIES:

Amounts due to founding members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable to founding members under tax receivable agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable (including $0.8 and $0.9 to related party affiliates, respectively) . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt

30.1
28.6
19.7
13.9
20.5
4.7
—
14.0

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131.5

NON-CURRENT LIABILITIES:

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable to founding members under tax receivable agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

876.0
61.9
144.0

1,081.9

1,213.4

COMMITMENTS AND CONTINGENCIES (NOTE 13)
EQUITY/(DEFICIT):
NCM, Inc. Stockholders’ Equity/(Deficit):

Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding,

respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Common stock, $0.01 par value; 175,000,000 shares authorized, 58,519,137 and 54,486,259

issued and outstanding, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid in capital (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (distributions in excess of earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total NCM, Inc. stockholders’ equity/(deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total equity/(deficit)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.6
(271.7)
(80.0)
(3.2)

(354.3)
208.2

(146.1)

19.8
19.6
18.5
11.6
15.7
5.7
0.2
—

91.1

879.0
59.3
137.5

1,075.8

1,166.9

—

0.5
(362.4)
(70.5)
(6.7)

(439.1)
82.7

(356.4)

TOTAL LIABILITIES AND EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,067.3

$ 810.5

Refer to accompanying notes to Consolidated Financial Statements.

F-3

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share and per share data)

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

REVENUE:

Advertising (including revenue from founding members of

$41.6, $39.9 and $38.2, respectively) . . . . . . . . . . . . . . . . . . .
Fathom Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

426.3
36.5

462.8

409.5
39.3

448.8

OPERATING EXPENSES:

Advertising operating costs (including $3.6, $4.2 and $3.4 to

related parties, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . .

Fathom Events operating costs (including $5.3, $5.9 and $9.3

to founding members, respectively) . . . . . . . . . . . . . . . . . . . .
Network costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Theatre access fees—founding members . . . . . . . . . . . . . . . . . .
Selling and marketing costs (including $1.4, $1.1 and $1.1 to

founding members, respectively) . . . . . . . . . . . . . . . . . . . . . .
Administrative and other costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

OPERATING INCOME . . . . . . . . . . . . . . . . . . .

NON-OPERATING EXPENSES:

Interest on borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion of interest on the discounted payable to founding

members under tax receivable agreement . . . . . . . . . . . . . . . .
Change in derivative fair value . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of terminated derivatives . . . . . . . . . . . . . . . . . . .
Impairment of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on swap terminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Fathom Events to founding members . . . . . . . .
Other non-operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .

CONSOLIDATED NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: Net income attributable to noncontrolling

interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NET INCOME ATTRIBUTABLE TO NCM, INC. . . . . . . . . . . . . . .

NET INCOME PER NCM, INC. COMMON SHARE:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

WEIGHTED AVERAGE SHARES OUTSTANDING:

29.0

25.5
19.4
69.4

61.5
29.4
26.6
260.8

202.0

51.6
(0.4)

13.9
—
10.3
0.8
—
(25.4)
1.2

52.0

150.0
20.2

129.8

88.6
41.2

0.74
0.73

$
$

31.3

29.0
19.8
64.5

60.5
31.5
20.4
257.0

191.8

56.7
(0.4)

10.0
(3.0)
4.0
—
26.7
—
5.8

99.8

92.0
26.7

65.3

51.9
13.4

0.25
0.24

$
$

386.2
49.2

435.4

24.6

34.1
18.6
55.4

59.8
30.4
18.8
241.7

193.7

49.2
(0.3)

15.1
—
1.3
6.7
—
—
1.7

73.7

120.0
19.4

100.6

69.1
31.5

0.58
0.58

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,014,404
56,628,457

54,377,135
55,026,771

53,864,243
54,634,697

Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . .

0.88

0.84

Refer to accompanying notes to Consolidated Financial Statements.

F-4

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

$129.8

$65.3

$100.6

3.3

25.4

94.0

70.0

$24.0

1.1

—

101.7

69.8

$ 31.9

CONSOLIDATED NET INCOME, NET OF TAX . . . . . . . . . . . . . . . .
OTHER COMPREHENSIVE INCOME, NET OF TAX:

Amortization of terminated derivatives, net of tax of $1.8, $0.7

and $0.2, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net unrealized gain on cash flow hedges, net of tax of $0.0, $5.7

and $0.1, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8.5

—

CONSOLIDATED COMPREHENSIVE INCOME . . . . . . . . . . . . . . . .

138.3

Less: Comprehensive income attributable to noncontrolling

interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94.2

COMPREHENSIVE INCOME ATTRIBUTABLE TO NCM, INC. . . .

$ 44.1

Refer to accompanying notes to Consolidated Financial Statements.

F-5

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EQUITY/ (DEFICIT)
(In millions, except share data)

Common Stock

Shares
issued

Amount

Consolidated

NCM, Inc.

Additional
Paid in
Capital
(Deficit)

Retained
Earnings
(Distribution
in Excess of
Earnings)

Accumulated
Other
Comprehensive
Loss

$(318.4)
(83.0)

53,549,477
—

$ 0.5
—

$(373.3)
—

$(20.5)
—

$(17.5)
—

Balance—December 30, 2010 . . . .
Distributions to members . . . . . . .
NCM LLC equity returned for

purchase of intangible asset . . . .

Income tax and other impacts of

NCM LLC ownership
changes . . . . . . . . . . . . . . . . . . .

Comprehensive income, net of

(5.5)

(11.7)

tax . . . . . . . . . . . . . . . . . . . . . . .

101.7

Share-based compensation

issued . . . . . . . . . . . . . . . . . . . . .

Share-based compensation

expense/capitalized . . . . . . . . . .

Excess tax benefit from share-

based compensation . . . . . . . . . .
Cash dividends declared $0.84 per
share . . . . . . . . . . . . . . . . . . . . . .

3.9

11.9

0.2

(45.9)

—

385,128

—

(2.7)

(13.7)

—

3.9

9.4

0.2

—

31.5

—

(45.9)

—

(0.2)

0.4

—

Noncontrolling
Interest

$ 92.4
(83.0)

(2.8)

2.2

69.8

—

2.5

—

Balance—December 29, 2011 . . . .

$(346.8)

53,934,605

$ 0.5

$(376.2)

$(34.9)

$(17.3)

$ 81.1

Distributions to members . . . . . . .
NCM LLC equity issued for

purchase of intangible asset . . . .

Income tax and other impacts of

NCM LLC ownership
changes . . . . . . . . . . . . . . . . . . .

Comprehensive income, net of

tax . . . . . . . . . . . . . . . . . . . . . . .

Share-based compensation

issued . . . . . . . . . . . . . . . . . . . . .

Share-based compensation

expense/capitalized . . . . . . . . . .

Cash dividends declared $0.88

(76.8)

10.1

2.9

94.0

—

9.2

per share . . . . . . . . . . . . . . . . . . .

(49.0)

—

551,654

—

4.9

1.9

—

7.0

—

13.4

—

(49.0)

—

10.6

—

(76.8)

5.2

1.0

70.0

—

2.2

—

Balance—December 27, 2012 . . . .

$(356.4)

54,486,259

$ 0.5

$(362.4)

$(70.5)

$ (6.7)

$ 82.7

Distributions to founding

members . . . . . . . . . . . . . . . . . .

(103.8)

NCM LLC equity issued for

purchase of intangible asset . . . .

Income tax and other impacts of

NCM LLC ownership
changes . . . . . . . . . . . . . . . . . . .
Issuance of shares . . . . . . . . . . . . .
NCM, Inc. investment in

NCM LLC . . . . . . . . . . . . . . . . .

Comprehensive income, net of

221.6

(19.5)
41.1

(41.3)

tax . . . . . . . . . . . . . . . . . . . . . . .

138.3

Share-based compensation

—

—
2,300,000

—

—
—

—

issued . . . . . . . . . . . . . . . . . . . . .

18.6

1,732,878

0.1

Share-based compensation

expense/capitalized . . . . . . . . . .

6.0

Cash dividends declared $0.88

per share . . . . . . . . . . . . . . . . . . .

(50.7)

—

101.4

(33.2)
41.1

(41.3)

—

18.5

4.2

—

—
—

—

41.2

—

(50.7)

—

0.6
—

—

2.9

—

(103.8)

120.2

13.1
—

—

94.2

—

1.8

—

Balance—December 26, 2013 . . . .

$(146.1)

58,519,137

$ 0.6

$(271.7)

$(80.0)

$ (3.2)

$ 208.2

Refer to accompanying notes to Consolidated Financial Statements.

F-6

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile consolidated net income to net cash provided by operating

$ 129.8

$ 65.3

$ 100.6

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

activities:

Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from share-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Accretion of interest on the discounted payable to founding members under tax
receivable agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized gain on hedging transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment on investment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of terminated derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of debt issuance costs and other non-operating items . . . . . . . . . . . . . .
Loss on swap terminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Fathom Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment for swap terminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts due to founding members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment to founding members under tax receivable agreement
. . . . . . . . . . . . .
Income taxes and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale and maturities of marketable securities . . . . . . . . . . . . . . . . . . . . .
Payment from founding members for intangible assets . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of intangible assets from affiliate circuits . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Founding member integration payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to founding members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of offering costs and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from stock option exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of stock for restricted stock tax withholding . . . . . . . . . . . . . . . . . . . . . . .

14.6
26.6
5.9
—

13.9
—
0.8
10.3
2.8
1.2
—
(26.0)
—

(22.0)
6.6
0.9
(10.1)
(2.2)

153.1

(10.1)
(135.0)
98.1
—
(8.9)

(55.9)

(49.2)
59.0
(48.0)
(3.4)
2.1
(93.8)
(0.2)
—
20.3
(1.7)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(114.9)

CHANGE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . .

(17.7)
72.4

33.5
20.4
9.0
(0.1)

10.0
(3.0)
—
4.0
2.4
5.9
26.7
—
(63.4)

(0.5)
4.0
(0.3)
(18.2)
(14.1)

81.6

(10.4)
(60.0)
58.0
0.2
(7.2)

(19.4)

(48.7)
546.0
(461.0)
(14.0)
—
(78.0)
—
0.1
2.2
(2.3)

(55.7)

6.5
65.9

12.5
18.8
11.8
(0.2)

15.1
—
6.7
1.3
2.3
1.5
—
—
—

1.9
6.8
(0.8)
(18.0)
1.5

161.8

(13.5)
(51.2)
27.5
—
(15.9)

(53.1)

(45.3)
335.0
(317.2)
(9.1)
1.9
(86.6)
—
0.2
4.2
(0.3)

(117.2)

(8.5)
74.4

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54.7

$ 72.4

$ 65.9

Supplemental disclosure of non-cash financing and investing activity:

Purchase of an intangible asset with subsidiary equity . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued distributions to founding members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating segment sold under notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of subsidiary equity with NCM, Inc. equity . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in cost and equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in dividends not requiring cash in the period . . . . . . . . . . . . . . . . . . . . . . . . .

Supplemental disclosure of cash flow information:

Cash paid for interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 221.6
$ 31.0
$ 25.0
$ 41.1
0.3
$
1.5

$ 49.3
4.3
$

$ 10.1
$ 20.9
$ —
$ —
$

0.6
0.3

$ 50.7
5.2
$

$
(5.5)
$ 22.1
$ —
$ —
$

0.2
0.6

$ 39.2
4.0
$

Refer to accompanying notes to Consolidated Financial Statements.

F-7

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

National CineMedia, Inc. (“NCM, Inc.”) was incorporated in Delaware as a holding company with the sole

purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a limited liability
company owned by NCM, Inc., American Multi-Cinema, Inc. and AMC Showplace Theatres, Inc. (“AMC”),
wholly owned subsidiaries of AMC Entertainment, Inc. (“AMCE”), Regal Cinemas, Inc. and Regal CineMedia
Holdings, LLC, wholly owned subsidiaries of Regal Entertainment Group (“Regal”) and Cinemark Media, Inc.
(“Cinemark USA”), a wholly owned subsidiary of Cinemark Holdings, Inc. (“Cinemark”). The terms “NCM”,
“the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated
entity. The Company operates the largest digital in-theatre network in North America, allowing NCM to sell
advertising (the “Services”) under long-term exhibitor services agreements (“ESAs”) with AMC, Regal and
Cinemark. AMC, Regal and Cinemark and their affiliates are referred to in this document as “founding
members.” NCM LLC also provides the Services to certain third-party theatre circuits under network affiliate
agreements, referred to in this document as “network affiliates”, which expire at various dates.

As of December 26, 2013, NCM LLC had 126,974,805 common membership units outstanding, of which

58,519,137 (46.1%) were owned by NCM, Inc., 25,404,393 (20.0%) were owned by Regal, 23,998,505
(18.9%) were owned by Cinemark and 19,052,770 (15.0%) were owned by AMC. The membership units held by
the founding members are exchangeable into NCM, Inc. common stock on a one-for-one basis.

On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability
company owned 32% by each of the founding members and 4% by NCM LLC, as described further in Note
2—Divestiture.

Basis of Presentation

The Company has prepared its Consolidated Financial Statements and related notes of NCM, Inc. in
accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the
rules and regulations of the Securities and Exchange Commission (“SEC”). Certain reclassifications have been
made to the prior years’ financial statements to conform to the current presentation. These reclassifications had
no effect on previously reported results of operations or retained earnings.

As a result of the various related-party agreements discussed in Note 9—Related Party Transactions, the

operating results as presented are not necessarily indicative of the results that might have occurred if all
agreements were with non-related third parties.

Estimates—The preparation of financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible
accounts receivable, share-based compensation, interest rate swaps and income taxes. Actual results could differ
from those estimates.

Significant Accounting Policies

Accounting Period—We have a 52-week or 53-week fiscal year ending on the first Thursday after

December 25. Fiscal years 2013, 2012 and 2011 contained 52 weeks. Throughout this document, we refer to our
fiscal years as set forth below:

Fiscal Year Ended

Reference in
this Document

December 26, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 27, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 29, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2013
2012
2011

F-8

Segment Reporting—Advertising is the principal business activity of the Company and is the Company’s
reportable segment under the requirements of ASC 280—Segment Reporting. Fathom Events (prior to its sale)
was an operating segment under ASC 280. The Company does not evaluate its segments on a fully allocated cost
basis, nor does the Company track segment assets separately. As such, the results are not indicative of what
segment results of operations would have been had it been operated on a fully allocated cost basis. The Company
cautions that it would be inappropriate to assume that unallocated operating costs are incurred proportional to
segment revenue or any directly identifiable segment expenses. Refer to Note 16—Segment Reporting.

Revenue Recognition—The Company derives revenue principally from the advertising business, which
includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on entertainment
websites and mobile applications owned by us and other companies. Revenue is recognized when persuasive
evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed and
determinable and collectability is reasonably assured. The Company considers the terms of each arrangement to
determine the appropriate accounting treatment.

On-screen advertising consists of national and local advertising. National advertising is sold on a cost per

thousand (“CPM”) basis, while local and regional advertising is sold on a per-screen, per-week basis. The
Company recognizes national advertising as impressions (or theatre attendees) are delivered and recognizes local
on-screen advertising revenue during the period in which the advertising airs. The Company recognizes revenue
derived from lobby network and promotions when the advertising is displayed in theatre lobbies and recognizes
revenue from branded entertainment websites and mobile applications when the online or mobile impressions are
served. The Company may make contractual guarantees to deliver a specified number of impressions to view the
customers’ advertising. If those contracted number of impressions are not delivered, the Company will either run
additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue
associated with the undelivered impressions is referred to as a make-good provision. In rare cases, the Company
will make a cash refund of the portion of the contract related to the undelivered impressions. The Company
defers the revenue associated with the make-good until the advertising airs to the theatre attendance specified in
the advertising contract. The make-good provision is recorded within accrued expenses in the Consolidated
Balance Sheets. We record deferred revenue when cash payments are received in advance of being earned and is
classified as a current liability as it is expected to be earned within the next twelve months. Fathom Events
revenue was recognized in the period in which the event is held.

Barter Transactions—The Company enters into barter transactions that exchange advertising program time

for products and services used principally for selling and marketing activities. The Company records barter
transactions at the estimated fair value of the advertising exchanged based on fair value received for similar
advertising from cash paying customers. Revenues for advertising barter transactions are recognized when
advertising is provided, and products and services received are charged to expense when used. The Company
limits the use of such barter transactions to items and services for which it would otherwise have paid cash. Any
timing differences between the delivery of the bartered revenue and the use of the bartered expense products and
services are recorded through accounts receivable. Revenue from barter transactions for the years ended
December 26, 2013, December 27, 2012 and December 29, 2011 was $1.9 million, $3.0 million and $1.6 million,
respectively. Expense recorded from barter transactions for the years ended December 26, 2013, December 27,
2012 and December 29, 2011 was $2.9 million, $1.3 million and $1.1 million, respectively.

Operating Costs—Advertising related operating costs primarily include personnel and other costs related to
advertising fulfillment, payments due to unaffiliated theatre circuits under the network affiliate agreements, and
to a lesser extent, production costs of non-digital advertising.

Fathom Events operating costs include revenue share under the ESAs to the founding members and revenue
share to affiliate theatres under separate agreements, payments to event content producers and other direct costs
of the meeting or event, including equipment rental, catering and movie tickets acquired primarily from the
founding members.

F-9

Payment to the founding members of a theatre access fee is comprised of a payment per theatre attendee, a

payment per digital screen and a payment per digital cinema projector equipped in the theatres, all of which
escalate over time. Refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results
of Operations included elsewhere in this document.

Network costs include personnel, satellite bandwidth, repairs, and other costs of maintaining and operating

the digital network and preparing advertising and other content for transmission across the digital network. These
costs are not specifically allocated between the advertising business and the Fathom Events business.

Cash and Cash Equivalents—All highly liquid debt instruments and investments purchased with an
original maturity of three months or less are classified as cash equivalents and are considered available-for-sale
securities. There are cash balances in a bank in excess of the federally insured limits or in the form of a money
market demand account with a major financial institution.

Restricted Cash—As of December 26, 2013 and December 27, 2012, other non-current assets included

restricted cash of $0.3 million, which secures a letter of credit used as a lease deposit on our New York office.

Marketable Securities—Marketable securities are reported at fair value, with unrealized gains and losses

recognized in earnings. The fair value of substantially all securities is determined by quoted market information
and pricing models using inputs based upon market information, including contractual terms, market prices and
yield curves. The estimated fair value of securities for which there are no quoted market prices is based on
similar types of securities that are traded in the market.

Concentration of Credit Risk and Significant Customers—Bad debts are provided for based on historical

experience and management’s evaluation of outstanding receivables at the end of the period. Receivables are
written off when management determines amounts are uncollectible. Trade accounts receivable are uncollateralized
and represent a large number of geographically dispersed debtors. The collectability risk is reduced by dealing with
large, national advertising agencies who have strong reputations in the advertising industry and clients with stable
financial positions. As of December 26, 2013 and December 27, 2012, there were no advertising agency groups or
individual customers through which the Company sources national advertising revenue representing more than 10%
of the Company’s outstanding gross receivable balance. During the years ended December 26, 2013, December 27,
2012 and December 29, 2011, there were no customers that accounted for more than 10% of revenue.

Receivables consisted of the following (in millions):

As of

December 26,
2013

December 27,
2012

Trade accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Allowance for doubtful accounts . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$124.5
1.6
(5.7)

$120.4

$101.8
1.2
(4.5)

$ 98.5

Long-lived Assets—Property and equipment is stated at cost, net of accumulated depreciation or

amortization. Generally, the equipment associated with the digital network of the founding member theatres is
owned by the founding members, while the equipment associated with network affiliate theatres is owned by the
Company. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that
do not improve or extend the lives of the respective assets are expensed as incurred. The Company records
depreciation and amortization using the straight-line method over the following estimated useful lives:

. . . . . . . . . . . . . . . . . . . .
Equipment
Computer hardware and software . .
Leasehold improvements . . . . . . . . .

4-10 years
3-5 years
Lesser of lease term or asset life

F-10

Software and website development costs developed or obtained for internal use are accounted for in
accordance with ASC 350—Internal Use Software and ASC 350—Website Development Costs. The subtopics
require the capitalization of certain costs incurred in developing or obtaining software for internal use. The majority
of software costs related primarily to our inventory management systems and digital network distribution system
(DCS) and website development costs, which are included in equipment, are depreciated over three to five years. As
of December 26, 2013 and December 27, 2012, the Company had a net book value of $10.9 million and $10.4
million, respectively, of capitalized software and website development costs. Approximately $6.1 million, $4.1
million and $4.8 million was recorded for the years ended December 26, 2013, December 27, 2012 and
December 29, 2011, respectively, in depreciation expense related to software and website development. For the
years ended December 26, 2013, December 27, 2012 and December 29, 2011, the Company recorded $1.8 million,
$0.8 million and $0.9 million in research and development expense, respectively.

The Company assesses impairment of long-lived assets pursuant with ASC 360—Property, Plant and
Equipment. This includes determining if certain triggering events have occurred that could affect the value of an
asset. The Company has not recorded impairment charges related to long-lived assets.

Intangible assets—Intangible assets consist of contractual rights to provide its services within the theatres

of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The
Company records amortization using the straight-line method over the contractual life of the intangibles,
corresponding to the term of the ESAs or the term of the contract with the network affiliate. Intangible assets are
tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances
indicate the carrying value may not be fully recoverable. In its impairment testing, the Company estimates the
fair value of its ESAs or network affiliate agreements by determining the estimated future cash flows associated
with the ESAs or network affiliate agreements. If the estimated fair value is less than the carrying value, the
intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating long-
term cash flow forecasts. The Company has not recorded impairment charges related to intangible assets.

Other Investments—Other investments consisted of the following (in millions):

As of

December 26,
2013

December 27,
2012

Investment in AC JV, LLC (1)
Other investment (2)

. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.1
—

$ 1.1

$—

0.8

$ 0.8

(1) On December 26, 2013, NCM LLC sold its Fathom Events business into a newly formed limited liability

company (AC JV, LLC) owned 32% by each of NCM LLC’s founding members and 4% by NCM LLC, as
described further in Note 2—Divestiture. The Company accounted for its investment in AC JV, LLC under the
equity method of accounting in accordance with ASC 970-323 Investments—Equity Method and Joint
Ventures (“ASC 970-323”) because AC JV, LLC is a limited liability company with the characteristics of a
limited partnership and ASC 970-323 requires the use of equity method accounting unless the Company’s
interest is so minor that it would have virtually no influence over partnership operating and financial policies.
The Company concluded that its interest was more than minor under the accounting guidance despite the fact
that NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or
blocking rights with respect to the governance or operations of AC JV, LLC. The Company’s proportional
share of equity in the investment will be recorded in the Consolidated Statements of Income.

(2) During 2011, the Company received equity securities in a privately held company as consideration for an
advertising contract. The equity securities are accounted for under the cost method and represent an
ownership interest of less than 20%. The Company does not exert significant influence over the company’s
operating or financial activities. The Company recorded an impairment charge of $0.8 million during the
year ended December 26, 2013 to bring the fair value to $0.0 million, as described below.

F-11

The Company reviews investments accounted for under the cost and equity methods for impairment
whenever events or changes in circumstances indicate that the carrying amount of the investment may not be
fully recoverable. In order to determine whether the carrying value of investments may have experienced an
“other-than-temporary” decline in value necessitating the write-down of the recorded investment, the Company
considers various factors including the investees financial condition and quality of assets, the length of time the
investee has been operating, the severity and nature of losses sustained in current and prior years, qualifications
in accountant’s reports due to liquidity or going concern issues, investee announcements of adverse changes,
downgrading of investee debt, regulatory actions, loss of principal customer, negative operating cash flows or
working capital deficiencies and the record of an impairment charge by the investee for goodwill, intangible or
long-lived assets. Once a determination is made that an other-than-temporary impairment exists, the Company
writes down its investment to fair value. During the years ended December 26, 2013, December 27, 2012 and
December 29, 2011, the Company recorded other-than-temporary impairment charges of $0.8 million, $0.0
million and $6.7 million. The Company wrote-down these investments to a remaining fair value of $0.0 million.

Amounts Due to/from Founding Members—Amounts due to/from founding members include amounts due

for the theatre access fee, offset by a receivable for advertising time purchased by the founding members on
behalf of their beverage concessionaire, revenue share earned for Fathom Events plus any amounts outstanding
under other contractually obligated payments. Payments to or received from the founding members against
outstanding balances are made monthly. Available cash distributions are made quarterly.

Income Taxes—Income taxes are accounted for under the asset and liability method, which requires

recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been
included in the financial statements. Under this method, deferred tax assets and liabilities are determined based
on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates
in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of
ASC 740—Income Taxes. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in
income in the period that includes the enactment date.

The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its

deferred income tax assets will not be realized, which will be assessed on an on-going basis. In addition, income
tax rules and regulations are subject to interpretation and the application of those rules and regulations require
judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-
10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or
expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax
positions that meet the more likely than not recognition threshold are recognized. The Company’s unrecognized
tax benefits or related interest and penalties are immaterial. Refer to Note 7—Income Taxes.

Debt Issuance Costs—In relation to the issuance of outstanding debt discussed in Note 10—Borrowings, there is

a balance of $17.7 million and $18.3 million in deferred financing costs as of December 26, 2013 and December 27,
2012, respectively. The debt issuance costs are being amortized on a straight-line basis over the terms of the underlying
obligations and are included in interest on borrowings, which approximates the effective interest method.

The changes in debt issuance costs are as follows (in millions):

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

Beginning balance . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance payments . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . .
Write-off of debt issuance costs . . . . . . . .

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . .

$18.3
3.4
(2.8)
(1.2)

$17.7

$12.6
14.0
(2.4)
(5.9)

$18.3

$ 7.3
9.1
(2.3)
(1.5)

$12.6

F-12

Share-Based Compensation—In 2011 and 2012, the Company issued two types of share-based

compensation awards: stock options and restricted stock. In 2013, the Company only issued restricted stock.
Restricted stock vests upon the achievement of Company performance measures and service conditions or only
service conditions. Compensation expense of restricted stock that vests upon the achievement of Company
performance measures is based on management’s financial projections and the probability of achieving the
projections, which require considerable judgment. A cumulative adjustment is recorded to share-based
compensation expense in periods that management changes its estimate of the number of shares expected to vest.
Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the
resolution of the performance conditions. Dividends (excluding extraordinary) are accrued quarterly on all
unvested restricted stock and are only paid on shares that vest.

Compensation cost of stock options was based on the estimated grant date fair value using the Black-
Scholes option pricing model, which requires that the Company make estimates of various factors. Under the fair
value recognition provisions of ASC 718 Compensation—Stock Compensation, the Company recognizes share-
based compensation net of an estimated forfeiture rate, and therefore only recognizes compensation cost for those
shares expected to vest over the requisite service period of the award. Refer to Note 11—Share-Based
Compensation for more information.

Fair Value Measurements—Fair value is the price that would be received from selling an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is
estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three
levels and bases the categorization within the hierarchy upon the lowest level of input that is available and
significant to the fair value measurement:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities,
quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or
liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions
that market participants would use in pricing the asset or liability.

Derivative Instruments—NCM LLC is exposed to various financial and market risks including changes in

interest rates that exist as part of its ongoing operations. In 2012 and 2011, NCM LLC utilized certain interest
rate swaps to manage these risks. In accordance with ASC 815—Derivatives and Hedging, the effective portion
of changes in the fair value of a derivative that was designated as a cash flow hedge was recorded in
Accumulated Other Comprehensive Income (“AOCI”) and reclassified into earnings in the same period or
periods during which the hedged transaction affects earnings. Any ineffectiveness associated with designated
cash flow hedges, as well as any change in the fair value of a derivative that is not designated as a hedge, was
recorded immediately in the Consolidated Statements of Operations. Refer to Note 15—Derivative Instruments
and Hedging Activities.

Consolidation—NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810—
Consolidation (“ASC 810”). Under ASC 810, a managing member of an LLC is presumed to control the LLC,
unless the non-managing members have the right to dissolve the entity or remove the managing member, or if the
non-managing members have substantive participating rights. The non-managing members of NCM LLC do not
have either dissolution rights or removal rights. NCM, Inc. has evaluated the provisions of the NCM LLC
membership agreement and has concluded that the various rights of the non-managing members are not
substantive participation rights under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the
ordinary course of business.

F-13

The table below presents the changes in NCM, Inc.’s equity resulting from net income attributable to NCM,

Inc. and transfers to or from noncontrolling interests (in millions):

Net income attributable to NCM, Inc. . . . . . . . .
NCM LLC equity issued for purchase of

intangible asset

. . . . . . . . . . . . . . . . . . . . . . .

Income tax and other impacts of subsidiary

ownership changes . . . . . . . . . . . . . . . . . . . .
NCM, Inc. investment in NCM LLC . . . . . . . .
Issuance of shares . . . . . . . . . . . . . . . . . . . . . . .

Change from net income attributable to NCM,

Inc. and transfers from noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

$ 41.2

$13.4

$ 31.5

101.4

(33.2)
(41.3)
41.1

4.9

1.9
—
—

(2.7)

(13.7)
—
—

$109.2

$20.2

$ 15.1

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update 2013-02, “Other Comprehensive Income (Topic 220)” (“ASU 2013-02”). The objective of ASU 2013-02
is to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02
seeks to attain that objective by requiring an entity to report the effect of significant reclassifications out of
accumulated other comprehensive income on the respective line items in net income if the amount being
reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its
entirety to net income in the same reporting period. For other amounts that are not required under U.S. GAAP to
be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference
other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02
was effective prospectively for the Company in its first quarter of 2013. The adoption ASU 2013-02 did not
impact the Consolidated Financial Statements and the Company provided these disclosures in
Note 15—Derivative Instruments and Hedging Activities.

In July 2013, the FASB issued Accounting Standards Update 2013-11, “Income Taxes (Topic 740)—
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a
Tax Credit Carryforward Exists” (“ASU 2013-11”). The objective of ASU 2013-11 is to eliminate diversity in
practice of presenting unrecognized tax benefits as a liability or presenting unrecognized tax benefits as a
reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances by
requiring that an unrecognized tax benefit be presented in the financial statements as a reduction to deferred tax
assets excluding certain exceptions. ASU 2013-11 will be effective prospectively for the Company in its first
quarter of 2014. The Company does not expect ASU 2013-11 to have a material effect on its financial statements
because the guidance is consistent with the Company’s current practice.

The Company has considered all other recently issued accounting pronouncements and does not believe the
adoption of such pronouncements will have a material impact on its audited Consolidated Financial Statements.

2. DIVESTITURE

F-14

installments commencing on the first anniversary of the closing. Due to the related party nature of the
transaction, NCM LLC formed a committee of independent directors that hired a separate legal counsel and an
investment banking firm who advised the committee and rendered an opinion as to the fairness of the transaction.
NCM LLC deconsolidated Fathom Events and recognized a gain on the sale of approximately $26.0 million
during the year ended December 26, 2013. The gain was measured as the difference between (a) the net fair value
of the retained noncontrolling investment and the consideration received for the sale and (b) the carrying value of
Fathom Events net assets (approximately $0.1 million). NCM LLC recorded approximately $0.6 million of
expenses related to the sale, which were recorded as a reduction to the gain. Approximately $1.1 million of the
gain recognized related to the re-measurement of the Company’s retained 4% interest in AC JV, LLC. The fair
value of NCM LLC’s retained noncontrolling investment of $1.1 million was determined by applying NCM
LLC’s ownership percentage to the fair value of AC JV, LLC, which was valued using comparative market
multiples. Under the terms of the agreement, the assets and liabilities related to Fathom events held prior to the
sale were not assumed by the buyer and those pertaining to Fathom events held post-closing were transferred to
the buyer.

Future minimum principal payments under the notes receivable as of December 26, 2013 are approximately

as follows (in millions):

Year

Minimum Principal
Payments

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.2
4.2
4.2
4.2
4.1
4.1

$25.0

NCM LLC amended and restated its existing ESAs with each of the founding members to remove those
provisions addressing the rights and obligations related to the digital programming services of the Fathom Events
business. These rights and obligations were conveyed to AC JV, LLC in connection with the sale. In connection
with the sale, NCM LLC entered into a transition services agreement to provide certain corporate overhead
services for a fee and reimbursement for the use of facilities and certain services including creative, technical
event management and event management for the newly formed limited liability company for a period of nine
months following the closing. In addition, NCM LLC entered into a services agreement with a term coinciding
with the ESAs, which grants the newly formed limited liability company advertising on-screen and on our LEN
and a pre-feature program prior to Fathom events reasonably consistent with what was previously dedicated to
Fathom. In addition, the services agreement provides that we will assist with event sponsorship sales in return for
a share of the sponsorship revenue. NCM LLC has also agreed to provide creative and media production services
for a fee.

Due to the Company’s continuing equity method investment in the newly formed limited liability company,

the operations of Fathom Events and the gain on the sale were recorded in continuing operations on the
Consolidated Statements of Income. Refer to Note 1—Basis of Presentation and Summary of Significant
Accounting Policies for further discussion of the investment.

3. EARNINGS PER SHARE

Basic earnings per share is computed on the basis of the weighted average number of common shares
outstanding. Diluted earnings per share is computed on the basis of the weighted average number of common

F-15

shares outstanding plus the effect of potentially dilutive common stock options, and restricted stock using the
treasury stock method. The components of basic and diluted earnings per NCM, Inc. share are as follows:

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

Net income attributable to NCM, Inc. (in

millions)

. . . . . . . . . . . . . . . . . . . . . . . . . .

41.2

13.4

31.5

Weighted average shares outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Dilutive effect of stock options

56,014,404

54,377,135

53,864,243

and restricted stock . . . . . . . . . . . . . .

614,053

649,636

770,454

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

56,628,457

55,026,771

54,634,697

Earnings per NCM, Inc. share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.74
0.73

$
$

0.25
0.24

$
$

0.58
0.58

The effect of the 63,718,411, 57,393,735 and 56,948,238, exchangeable NCM LLC common units held by

the founding members for the years ended December 26, 2013, December 27, 2012, and December 29, 2011,
respectively, have been excluded from the calculation of diluted weighted average shares and earnings per NCM,
Inc. share as they were antidilutive. NCM LLC common units do not participate in dividends paid on NCM Inc.’s
common shares. In addition, there were 30,358, 76,956 and 68,087 stock options and non-vested (restricted)
shares for the years ended December 26, 2013, December 27, 2012, and December 29, 2011, respectively,
excluded from the calculation as they were antidilutive, primarily because exercise prices associated with those
shares were above the average market value. The Company’s non-vested (restricted) shares do not meet the
definition of a participating security as the dividends will not be paid if the shares do not vest.

4. PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, at cost less accumulated depreciation (in millions):

As of
December 26,
2013

As of
December 27,
2012

Equipment, computer hardware and software . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation . . . . . . . . . . . . . . . .

Subtotal

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . .

$ 90.2
3.6
(69.5)

24.3
1.3

Total property and equipment

. . . . . . . . . . . . . .

$ 25.6

$ 84.3
3.4
(63.1)

24.6
1.1

$ 25.7

For the years ended December 26, 2013, December 27, 2012, and December 29, 2011, the Company

recorded depreciation expense of $10.4 million, $8.7 million, and $8.8 million, respectively.

5. INTANGIBLE ASSETS

The Company’s intangible assets consist of contractual rights to provide its services within the theatres of

the founding members and network affiliates. The Company records amortization using the straight-line method
over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with
the network affiliate. The Company’s intangible assets with NCM LLC’s founding members are recorded at the
fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units
were issued. The NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock.

F-16

The Company also records intangible assets for up-front fees paid to network affiliates upon commencement of a
network affiliate agreement. Pursuant to ASC 350-10—Intangibles—Goodwill and Other, the Company’s
intangible assets have a finite useful life and the Company amortizes the assets over the remaining useful life
corresponding with the ESAs or the term of the contract with the network affiliate. If common membership units
are issued to a founding member for newly acquired theatres that are subject to an existing on-screen advertising
agreement with an alternative provider, the amortization of the intangible asset commences after the existing
agreement expires and NCM LLC can utilize the theatres for all of its services. In addition, if common
membership units are issued to a founding member for theatres under an existing on-screen consulting agreement
with an alternative provider, NCM LLC may receive payments from the founding member pursuant to the ESAs
on a quarterly basis in arrears in accordance with certain run-out provisions (“integration payments”). Integration
payments approximate the advertising cash flow that the Company would have generated if it had exclusive
access to sell advertising in the theatres with pre-existing advertising agreements. The integration payments are
recorded as a reduction to net intangible assets, and not as part of operating income.

In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an
annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the
founding members based on theatre additions or dispositions during the previous year. In addition, NCM LLC’s
Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding
member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent
Common Unit Adjustment, results in an attendance increase or decrease of two percent or more in the total
annual attendance of all founding members as of the last adjustment date.

The following is a summary of the Company’s intangible assets (in millions):

As of
December 27,
2012

Additions (1) Amortization

Integration
Payments (2)

As of
December 26,
2013

Gross carrying amount . . . . . . . . . . . . . . . . .
Accumulated amortization . . . . . . . . . . . . . .

$312.8
(32.5)

Total intangible assets, net . . . . . . . . . .

$280.3

$230.7
—

$230.7

$ —

(16.2)

$(16.2)

$(2.8)
—

$(2.8)

$540.7
(48.7)

$492.0

As of
December 29,
2011

Additions (3) Amortization

Integration
Payments

As of
December 27,
2012

Gross carrying amount . . . . . . . . . . . . . . . . . .
Accumulated amortization . . . . . . . . . . . . . . .

$295.7
(20.8)

Total intangible assets, net . . . . . . . . . . .

$274.9

$17.1
—

$17.1

$ —

(11.7)

$(11.7)

$—
—

$—

$312.8
(32.5)

$280.3

(1) During the first quarter of 2013, NCM LLC issued 4,536,014 common membership units to its founding

members for the rights to exclusive access to net new theatre screens and attendees added by the founding
members to NCM LLC’s network during 2012. NCM LLC recorded a net intangible asset of $69.0 million
in the first quarter of 2013 as a result of the Common Unit Adjustment.
In June of 2013, NCM LLC issued 5,315,837 common membership units to Cinemark for attendees added
in connection with Cinemark’s acquisition of Rave Cinemas and one other newly built theatre. NCM LLC
recorded a net intangible asset of approximately $91.2 million for this Common Unit Adjustment.
In November 2013, NCM LLC issued 3,372,241 common membership units to Regal for attendees added in
connection with Regal’s acquisition of Hollywood Theatres and three other newly built theatres. NCM LLC
recorded a net intangible asset of approximately $61.6 million for this Common Unit Adjustment.
During 2013, the Company purchased intangible assets for $8.9 million associated with network affiliate
agreements.

(2) Rave had pre-existing advertising agreements for some of the theatres it owned prior to the acquisition by
Cinemark, as well as prior to the acquisition of certain Rave theatres by AMC in December 2012. As a

F-17

result, AMC and Cinemark will make integration payments over the remaining term of those agreements.
During the year ended December 26, 2013, NCM LLC recorded a reduction to net intangible assets of $2.8
million related to integration payments due from AMC and Cinemark. During the year ended December 26,
2013, the founding members paid $2.1 million in integration payments.

(3) During the first quarter of 2012, NCM LLC issued 651,612 common membership units to its founding

members for the rights to exclusive access to net new theatre screens and attendees added by the founding
members to NCM LLC’s network during 2011. NCM LLC recorded a net intangible asset of $9.9 million in
the first quarter of 2012 as a result of the common unit adjustment. In lieu of surrendering 16,727 units,
AMC paid NCM LLC $0.2 million in the first quarter of 2012.
During 2012, the Company purchased intangible assets for $7.2 million associated with network affiliate
agreements.

As of December 26, 2013 and December 27, 2012, the Company’s intangible assets related to the founding

members, net of accumulated amortization was $463.4 million and $258.7 million, respectively with weighted
average remaining lives of 23.0 years and 23.6 years as of December 26, 2013 and December 27, 2012,
respectively.

As of December 26, 2013 and December 27, 2012, the Company’s intangible assets related to the network

affiliates, net of accumulated amortization was $28.6 and $21.6 million, respectively with weighted average
remaining lives of 15.8 years and 16.8 years as of December 26, 2013 and December 27, 2012, respectively.

For the years ended December 26, 2013, December 27, 2012 and December 29, 2011 the Company recorded

amortization expense of $16.2 million, $11.7 million and $10.0 million, respectively. The estimated aggregate
amortization expense for each of the five succeeding years is as follows (in millions):

Year

Amortization

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$20.2
$20.3
$20.3
$20.6
$21.5

6. ACCRUED EXPENSES

The following is a summary of the Company’s accrued expenses (in millions):

As of
December 26,
2013

As of
December 27,
2012

Make-good reserve . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . .

Total accrued expenses . . . . . . . . . . . . . . . . . . .

$ 1.8
12.7
2.6
2.6

$19.7

$ 1.2
12.9
2.8
1.6

$18.5

7. INCOME TAXES

On the IPO date, NCM, Inc. and the founding members entered into a tax receivable agreement. Under the
terms of this agreement, NCM, Inc. will make cash payments to the founding members in amounts equal to 90%
of NCM, Inc.’s actual tax benefit realized from the tax amortization of the intangible assets described below. For
purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by
comparing NCM, Inc.’s actual income and franchise tax liability to the amount of such taxes that NCM, Inc.
would have been required to pay had there been no increase in NCM, Inc.’s proportionate share of tax basis in

F-18

NCM LLC’s tangible and intangible assets and had the tax receivable agreement not been entered into. The tax
receivable agreement applies to NCM, Inc.’s taxable years up to and including the 30th anniversary date of the
offering. The Company paid the founding members $18.0 million in 2011 ($0.9 million was for the 2010 taxable
year and $17.3 million was for the 2009 taxable year), $18.2 million in 2012 ($0.9 million was for the 2010 tax
year and $17.3 million for the 2011 tax year) and $10.1 million in 2013 ($0.9 million was for the 2011 tax year
and $9.2 million for the 2012 tax year).

The Company has provided total income taxes, as follows (in millions):

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current income tax expense/(benefit)

. .

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred income tax expense . . . . . . . .

$ 3.6
1.9

$ 5.5

$16.7
1.2

$17.9

$ (6.6)
(0.2)

$ (6.8)

$28.8
4.8

$33.6

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3.3)

(0.1)

$ 6.2
0.7

$ 6.9

$ 9.7
1.3

$11.0

1.5

Total income tax provision on consolidated statements
of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax expense/(benefit) on other comprehensive

$20.2

$26.7

$19.4

income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.8

$ (6.7)

$ 0.3

A reconciliation of the provision for income taxes as reported and the amount computed by multiplying
income before taxes, less noncontrolling interest, by the U.S. federal statutory rate of 35% was (in millions):

Provision calculated at federal statutory

income tax rate:

Income before income taxes . . . . . . . . . . .
Less: Noncontrolling interests . . . . . . . . . .

Income attributable to NCM, Inc. . . .
Out of period correction to enacted

state rate . . . . . . . . . . . . . . . . . . . . .

Current year change to enacted state

rate . . . . . . . . . . . . . . . . . . . . . . . . .

State and local income taxes, net of federal

benefit

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

$ 52.1
(30.9)

21.2

—

(1.2)

2.2
(3.3)
1.3

$ 32.2
(18.2)

14.0

9.6

1.4

1.1
(0.1)
0.7

$ 42.0
(24.2)

17.8

—

1.5
1.5
(1.4)

Total income tax provision . . . . . . . .

$ 20.2

$ 26.7

$ 19.4

F-19

Significant components of the Company’s deferred tax assets and deferred tax liability consisted of the

following (in millions):

Years Ended

December 26,
2013

December 27,
2012

Deferred tax assets:

Investment in consolidated subsidiary NCM LLC (1)(2)(4) . . . . . . . . . . . . . . . . .
Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$233.4
6.6
2.1
6.3

248.4
—

$252.0
9.2
4.1
7.2

272.5
(3.3)

Total deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . .

$248.4

$269.2

Deferred tax liabilities:

Discount on liability for income taxes payable to founding members under tax

sharing agreement (3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 53.3
3.4
2.2
2.7
0.3

$ 61.9

$ 51.3
3.8
4.2
—
0.2

$ 59.5

(1) NCM LLC made an election under Internal Revenue code (“IRC”) §754 of the Internal Revenue Code to
step-up the Company’s outside basis in its share of NCM LLC’s inside basis of assets under IRC §743(b)
resulting in a deferred tax asset for the Company’s acquired share of NCM LLC’s assets. The majority of
this deferred tax asset is attributable to intangible assets that are amortized over the remainder of the 15-year
period for federal income tax purposes and accounted for as distributions under U.S. generally accepted
accounting principles. The Company recorded additional step-up in tax basis as a result of subsequent
payments made by NCM, Inc. to the founding members under the tax receivable agreement resulting from
amortization of the IRC §743(b) adjustment.

(2) For federal income tax purposes, an amortizable intangible asset was created on the tax-basis balance sheet
of NCM LLC as a result of the founding members agreeing to modify NCM LLC’s payment obligations
under the ESAs and as a result of the common unit adjustments, which are further described in
Note 5—Intangible Assets. The tax effect of NCM, Inc.’s share of the intangible asset is amortized over the
remainder of the 30-year life for federal income tax purposes. Additionally, units issued under Common
Unit Adjustments and subsequent payments to the founding members under the tax receivable agreement,
create additional layers of tax basis amortized over the remaining period of the ESA. The ESA deferred tax
asset was adjusted to reflect the changes in ownership that occurred during the year due to the common unit
adjustments.

(3) NCM, Inc. recorded a long-term payable to founding members related to the tax receivable agreement,

which is recorded at its present value. The discount on this liability is a temporary difference that resulted in
a deferred tax liability. The Company recorded accretion of interest on the discounted payable of $13.1
million and $10.0 million for the year ended December 26, 2013 and December 27, 2012, respectively.
(4) During 2012, NCM, Inc. corrected errors in the blended state tax rate used to measure the net deferred tax
asset “Investment in consolidated subsidiary NCM LLC”. As a result of the correction to the deferred tax
asset, the long-term payable to founding members’ liability was also corrected. This is the discounted
amount which is payable back to the founding members under the tax receivable agreement and represents
90% of the cash savings to NCM, Inc. from federal, state and local jurisdictions upon realization of

F-20

amortization and other deductions specified under the tax receivable agreement. As a result of these out-of-
period adjustments, the Company recorded a decrease of $22.7 million to its deferred tax asset for its
ownership interest in NCM LLC to reflect the tax effected difference between the tax basis and the book
basis of these assets. In addition, the Company recorded a decrease of $17.9 million in its long-term payable
to founding members. The impact of these adjustments was a total out of period income statement impact of
$5.3 million which consisted of an adjustment to deferred tax expense of $9.6 million offset by a reduction
of tax receivable agreement interest expense of $4.3 million.

As of December 26, 2013, the Company had gross state net operating loss carryforwards of approximately

$10.5 million, which expire at various dates between 2024 and 2032. As of December 26, 2013, the Company
had gross capital loss carryforwards of approximately $1.1 million, which expire in 2014. The Company reversed
a valuation allowance it had against these capital loss carryforwards as some of the carryforwards were utilized
in 2013 and we expect to use the remainder prior to their expiration.

The Company is subject to taxation in the U.S. and various states. NCM LLC’s fiscal year 2007 and 2008
tax returns were under examination by the Internal Revenue Service (“IRS”). On September 10, 2013, NCM LLC
and NCM, Inc., in its capacity as tax matters partner for NCM LLC, received a “No Adjustments Letter” from the
IRS which stated that the IRS completed its review of the NCM LLC tax returns for the fiscal years ended 2007
and 2008 and did not propose any adjustments to those tax returns. NCM, Inc. had previously contested
adjustments proposed by the IRS through the administrative appeals process. The Company had not recorded any
adjustment to its financial statements for this matter and as such there was no effect on the Company’s financial
statements for the year ended December 26, 2013 related to the closure of these audits.

As of December 26, 2013 and December 27, 2012, there was no material liability or expense for the periods

then ended recorded for payment of interest and penalties associated with uncertain tax positions or material
unrecognized tax positions and the Company’s unrecognized tax benefits were not material.

8. CAPITAL STOCK

As of December 26, 2013, the Company has authorized capital stock of 175,000,000 shares of common
stock, par value of $0.01 per share, and 10,000,000 shares of preferred stock, par value of $0.01 per share. There
were no shares of preferred stock issued or outstanding as of December 26, 2013. There were 58,519,137 shares
of common stock issued and outstanding as of December 26, 2013.

The holders of NCM Inc. common stock are entitled to one vote per share on all matters submitted for
action by the NCM Inc. stockholders. Holders of common stock are entitled to share equally, share for share, in
declared dividends.

The authorized but unissued shares of common stock and preferred stock are available for future issuance

without stockholder approval. These additional shares may be used for a variety of corporate purposes, including
share based compensation, future public offerings to raise additional capital, corporate acquisitions and exchange
on a one-for-one basis under the founding members’ right to convert their NCM LLC membership units into
Company common stock.

F-21

9. RELATED PARTY TRANSACTIONS

Founding Member Transactions—Following is a summary of the transactions between the Company and

the founding members (in millions):

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

Included in the Consolidated Statements of Income:
Revenue:

Beverage concessionaire revenue (included in Advertising

revenue) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$41.4

$39.7

$38.0

Advertising inventory revenue (included in Advertising

revenue) (2)
Operating expenses:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Theatre access fee (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenue share from Fathom Events (included in Fathom

Events operating costs) (4) . . . . . . . . . . . . . . . . . . . . . . . . . .

Purchase of movie tickets and concession products (included

in Fathom Events operating costs) (5)

. . . . . . . . . . . . . . . . .

Purchase of movie tickets and concession products (included

in Selling and marketing costs) (5)

. . . . . . . . . . . . . . . . . . .

Purchase of movie tickets and concession products (included

in Advertising operating costs) (5) . . . . . . . . . . . . . . . . . . . .

Non-operating expenses:

0.2

69.4

5.1

0.2

1.4

0.2

Gain on sale of Fathom Events (6) . . . . . . . . . . . . . . . . . . . . . .

25.4

0.2

64.5

5.5

0.4

1.1

—

0.2

55.4

8.3

1.0

1.1

—

(1) For the years ended December 26, 2013, December 27, 2012 and December 29, 2011, the founding

members purchased 60 seconds of on-screen advertising time (with a right to purchase up to 90 seconds)
from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a specified 30
second equivalent CPM.

(2) The value of such purchases is calculated by reference to NCM LLC’s advertising rate card.
(3) Comprised of payments per theatre attendee, payments per digital screen with respect to the founding
member theatres included in the Company’s network and payments for access to higher quality digital
cinema equipment.

(4) These payments are at rates (percentage of event revenue) included in the ESAs based on the nature of the

event.

(5) Used primarily for marketing to NCM LLC’s advertising clients and marketing resale to Fathom Events

customers.

(6) Refer to discussion of Fathom sale in Note 2—Divestiture.

December 26,
2013

December 27,
2012

Included in the Consolidated Balance Sheets:
Current portion of note receivable—founding members (1) . . . . . . . . . . . . . . . . . . . . .
Long-term portion of note receivable—founding members (1)
. . . . . . . . . . . . . . . . . .
Investment in AC JV, LLC (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common unit adjustments and integration payments, net of amortization (included in
Intangible assets) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current payable to founding members under tax sharing agreement
. . . . . . . . . . . . . .
Long-term payable to founding members under tax sharing agreement . . . . . . . . . . . .

4.2
20.8
1.1

463.4
28.6
144.0

—
—
—

258.7
19.6
137.5

(1) Refer to discussion of Fathom sale in Note 2—Divestiture.
(2) Refer to Note 1—Basis of Presentation and Summary of Significant Accounting Policies.

F-22

Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the IPO,
NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash,
as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears. Mandatory distributions for the
years ended December 26, 2013, December 27, 2012 and December 29, 2011 are as follows (in millions):

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

AMC . . . . . . . . . . . . . . . . .
Cinemark . . . . . . . . . . . . . .
Regal . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
NCM, Inc.

Total

. . . . . . . . . . . . .

$ 29.8
36.9
37.1
89.6

$193.4

$ 23.1
24.2
29.5
72.8

$149.6

$ 25.3
25.5
32.2
78.7

$161.7

The mandatory distributions of available cash by NCM LLC to its founding members for the quarter ended

December 26, 2013 of $31.0 million, is included in amounts due to founding members in the Consolidated
Balance Sheets as of December 26, 2013 and will be made in the first quarter of 2014.

Amounts due to founding members as of December 26, 2013 were comprised of the following (in millions):

Theatre access fees, net of beverage revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost and other reimbursement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 0.6
(2.0)
8.7

0.7
(0.7)
10.9

1.1
(0.6)
11.4

$ 2.4
(3.3)
31.0

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7.3

$10.9

$11.9

$30.1

AMC Cinemark Regal

Total

Amounts due to founding members as of December 27, 2012 were comprised of the following (in millions):

Theatre access fees, net of beverage revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost and other reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions payable, net

$ 0.6
(1.1)
6.3

$ 0.6
(0.7)
6.6

$ 0.9
(1.4)
8.0

$ 2.1
(3.2)
20.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5.8

$ 6.5

$ 7.5

$19.8

AMC Cinemark Regal

Total

Common Unit Membership Redemption—The NCM LLC Operating Agreement provides a redemption

right of the founding members to exchange common membership units of NCM LLC for shares of the
Company’s common stock on a one-for-one basis, or at the Company’s option, a cash payment equal to the
market price of one share of NCM, Inc. common stock. During the third quarter of 2013, Regal exercised the
redemption right of an aggregate 2,300,000 common membership units for a like number of shares of common
stock. Such redemptions took place immediately prior to the closing of an underwritten public offering and the
closing of an overallotment option. The Company did not receive any proceeds from the sale of its common stock
by Regal. Pursuant to ASC 810-10-45, the Company accounted for the change in its ownership interest in NCM
LLC as an equity transaction and no gain or loss was recognized in the Consolidated Statements of Income.

F-23

The Company recorded a $4.1 million deferred tax asset for its additional ownership interest in NCM LLC

to reflect the tax effected difference between the tax basis and the book basis, the majority of which will be
amortized over a 15-year period for federal income tax purposes. In addition, the Company recorded an increase
of $4.5 million in its long-term payable to founding members for the estimated payment to the founding members
of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the
Company expects to realize as a result of the deferred tax asset, which is recorded at its present value. The
discount on this liability is a temporary difference that resulted in an additional $2.1 million deferred tax liability.

Digital Cinemas Integration Partners—NCM LLC had an agreement with Digital Cinema Integration
Partners (“DCIP”), a joint venture owned by the founding members which was assigned to AC JV, LLC in
connection with the sale of Fathom Events. This agreement provided for payment of a fee to DCIP whenever the
digital cinema equipment is used to exhibit a Fathom event. Such fee per event showing during non-prime times
(as defined in the agreements) and showing during prime times is a standard fee that is charged to all alternative
content owners (including major studios) who display their programming on the digital cinema projectors.
During the years ended December 26, 2013, December 27, 2012 and December 29, 2011, we paid DCIP
approximately $0.8 million, $1.5 million and $0.5 million, respectively, under this agreement. The DCIP
Agreement was transferred as a part of the sale of the Fathom Events business.

Related Party Affiliates—NCM LLC enters into network affiliate agreements and Fathom agreements with
network affiliates for NCM LLC to provide in-theatre advertising and Fathom Events at theatre locations that are
owned by companies that are affiliates of certain of the founding members or directors of NCM, Inc. Related
party affiliate agreements are entered into at terms that are similar to those of the Company’s other network
affiliates.

The following is a summary of advertising operating costs in the Consolidated Statements of Income

between the Company and its related party affiliates (in millions):

Related Party Affiliate

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

Starplex (1) . . . . . . . . . . . . . . . . . . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . .

$2.9
0.5

$3.4

$3.2
1.0

$4.2

$2.9
0.5

$3.4

The following is a summary of the accounts payable balance between the Company and its related party

affiliates included in the Consolidated Balance Sheets (in millions):

Related Party Affiliate

As of
December 26,
2013

As of
December 27,
2012

Starplex (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.7
0.1

$0.8

$0.7
0.2

$0.9

(1) Starplex Operating L.P. (“Starplex”) is an affiliate of one of NCM, Inc.’s directors.
(2) Other affiliates include LA Live Cinemas LLC (“LA Live”), an affiliate of Regal, and Texas Cinemas,

Corp., an affiliate of one of NCM, Inc.’s directors.

Other Transactions—NCM LLC has an agreement with an interactive media company, who is an affiliate
of one of NCM Inc.’s directors, to sell some of its online inventory. During the year ended December 26, 2013,
this company generated approximately $0.6 million in revenue for NCM LLC and there was approximately $0.6
million of accounts receivable due from this company as of December 26, 2013.

F-24

10. BORROWINGS

The following table summarizes NCM LLC’s total outstanding debt as of December 26, 2013 and

December 27, 2012 and the significant terms of its borrowing arrangements:

Borrowings ($ in millions)

Outstanding Balance as of

December 26,
2013

December 27,
2012

Revolving Credit Facility . . . . . . . . . . . . . . . .
Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes . . . . . . . . . . . . . . . . .
Senior Secured Notes . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current portion of long-term debt . . . . .

$ 20.0
270.0
200.0
400.0

$890.0
(14.0)

Long-term debt, less current portion . . . . . . .

$876.0

$ 14.0
265.0
200.0
400.0

$879.0
—

$879.0

Maturity Date

Interest Rate

November 26, 2017 (1)
November 26, 2019
July 15, 2021
April 15, 2022

(2)
(2)
7.875%
6.000%

(1) A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further

detail below.

(2) The interest rates on the revolving credit facility and term loan are described below.

Senior Secured Credit Facility—NCM LLC’s senior secured credit facility consists of a $124.0 million
revolving credit facility and a $270.0 million term loan. On May 2, 2013, NCM LLC entered into an amendment
of its senior secured credit facility whereby the facility was increased from $265.0 million to $270.0 million. In
connection with the amendment, the interest rates on the revolving credit facility and term loans were reduced as
described further below. In addition, NCM LLC recorded a non-cash charge of approximately $0.5 million for
the write-off of net deferred issuance costs associated with the prior agreement and recorded approximately $0.7
million for certain new fees. The obligations under the senior secured credit facility are secured by a lien on
substantially all of the assets of NCM LLC.

Revolving Credit Facility—The revolving credit facility portion of NCM LLC’s total borrowings is
available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of
business and for other transactions permitted under the senior secured credit facility, and a portion is available for
letters of credit.

NCM LLC’s total availability under the revolving credit facility is $124.0 million. The unused line fee is

0.50% per annum. Of the total available, $14.0 million outstanding principal of the revolving credit facility
formerly held by Lehman Brothers Holdings, Inc. (“Lehman”) will not be repaid in connection with any future
prepayments of the revolving credit facility amounts, but rather Lehman’s share of the revolving credit facility
will be paid in full by NCM LLC to the successor lenders, along with any accrued and unpaid fees and interest by
the maturity date of December 31, 2014. The maturity date applicable to the remaining outstanding principal is
November 26, 2017.

Borrowings under the revolving credit facility bear interest at NCM LLC’s option of either the LIBOR
index plus an applicable margin or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in
the senior secured credit facility) plus an applicable margin. The applicable margin for the revolving credit
facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured
leverage ratio for NCM LLC (the ratio of secured funded debt less unrestricted cash and cash equivalents, over a
non-GAAP measure defined in the senior secured credit facility). On May 2, 2013, NCM LLC entered into an
amendment of its senior secured credit facility whereby the applicable margins on the $110.0 million portion of
the revolving credit facility decreased by 25 basis points to the LIBOR index plus 2.00% or the base rate plus
1.00%. The margins on the $14.0 million portion held by Lehman of the revolving credit facility remained
unchanged at the LIBOR index plus 1.50% or the base rate plus 0.50%. The weighted-average interest rate on the
outstanding balance on the revolving credit facility as of December 26, 2013 was 2.44%.

F-25

Term Loans—In connection with the amendment of its senior secured credit facility on May 2, 2013, the

interest rate on the term loans decreased by 50 basis points to a rate at NCM LLC’s option of either the LIBOR
index plus 2.75% or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in the senior
secured credit facility) plus 1.75%. The weighted-average interest rate on the term loans as of December 26,
2013 was 2.92%. Interest on the term loans is currently paid monthly.

The senior secured credit facility contains a number of covenants and financial ratio requirements, with
which the NCM LLC was in compliance at December 26, 2013, including maintaining a consolidated net senior
secured leverage ratio of 6.5 times on a quarterly basis. There are no borrower distribution restrictions as long as
the NCM LLC’s consolidated net senior secured leverage ratio is below 6.5 times and NCM LLC is in
compliance with its debt covenants. As of December 26, 2013, the NCM LLC’s consolidated net senior secured
leverage ratio was 2.9 times (versus the covenant of 6.5 times).

Senior Unsecured Notes due 2021—On July 5, 2011, NCM LLC completed a private placement of $200.0

million in aggregate principal amount of 7.875% Senior Unsecured Notes (“Senior Unsecured Notes”) for which
the exchange offering was completed on September 22, 2011. The Senior Unsecured Notes have a maturity date
of July 15, 2021 and pay interest semi-annually in arrears on January 15 and July 15 of each year, commencing
January 15, 2012. The notes are subordinated to all existing and future secured debt, including indebtedness
under the Company’s existing senior secured credit facility and the Senior Secured Notes defined below. The
Senior Unsecured Notes contain certain covenants with which the Company was in compliance as of
December 26, 2013.

Senior Secured Notes due 2022—On April 27, 2012, NCM LLC completed a private placement of $400.0
million in aggregate principal amount of 6.00% Senior Secured Notes (the “Senior Secured Notes”). The Senior
Secured Notes have a maturity date of April 15, 2022 and pay interest semi-annually in arrears on April 15 and
October 15 of each year, which commenced October 15, 2012. The Senior Secured Notes are senior secured
obligations of NCM LLC, rank the same as NCM LLC’s senior secured credit facility, subject to certain
exceptions, and share in the same collateral that secures NCM LLC’s obligations under the senior secured credit
facility. The Senior Secured Notes contain certain covenants with which the Company was in compliance as of
December 26, 2013

Future Maturities of Borrowings—The scheduled annual maturities on the Senior Secured Credit Facility

and Senior Secured and Senior Unsecured Notes as of December 26, 2013 are as follows (in millions):

Year

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 14.0
—
—
6.0
—
870.0
$890.0

11. SHARE-BASED COMPENSATION

The NCM, Inc. 2007 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), reserves 12,876,000

shares of common stock available for issuance or delivery under the Equity Incentive Plan of which 4,371,729
remain available for future grants as of December 26, 2013. The types of awards that may be granted under the
Equity Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units or
other stock based awards. Stock options awarded under the Equity Incentive Plan are granted with an exercise
price equal to the closing market price of NCM, Inc. common stock on the date the Company’s board of directors

F-26

approves the grant. Upon vesting of the restricted stock awards or exercise of options, NCM LLC will issue
common membership units to the Company equal to the number of shares of the Company’s common stock
represented by such awards. Options and restricted stock vest annually over a three or five-year period and
options have either 10-year or 15-year contractual terms. A forfeiture rate of 5% was estimated to reflect the
potential separation of employees. Certain option and share awards provide for accelerated vesting if there is a
change in control, as defined in the Equity Incentive Plan. In addition, certain restricted stock awards include
performance vesting conditions, which permit vesting to the extent that the Company achieves specified non-
GAAP targets at the end of the measurement period. The length of the measurement period is two to three years.
Restricted stock units granted to non-employee directors vest after approximately one year.

Compensation Cost—The Company recognized $5.9 million, $9.0 million and $11.8 million for the years

ended December 26, 2013, December 27, 2012 and December 29, 2011, respectively, of share-based
compensation expense and $0.1 million, $0.2 million and $0.2 million was capitalized during the years ended
December 26, 2013, December 27, 2012 and December 29, 2011, respectively. No compensation expense was
recorded for the 2011 non-vested restricted stock grants subject to performance conditions as the grants are not
expected to vest due to the projected underperformance against the specified non-GAAP targets as of
December 26, 2013. The income tax benefit recognized in the income statement for share-based compensation
was approximately $1.0 million, $2.6 million, and $3.2 million for the years ended December 26,
2013, December 27, 2012 and December 29, 2011, respectively. As of December 26, 2013, unrecognized
compensation cost related to unvested options was approximately $1.0 million, which will be recognized over a
weighted average remaining period of 1.0 years. As of December 26, 2013, unrecognized compensation cost
related to restricted stock and restricted stock units was approximately $7.2 million, which will be recognized
over a weighted average remaining period of 2.1 years.

Stock Options—A summary of option award activity under the Equity Incentive Plan as of December 26,

2013, and changes during the year then ended are presented below:

Outstanding as of December 27, 2012 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding as of December 26, 2013 . . . . . . . . . .
Exercisable as of December 26, 2013 . . . . . . . . . .
Vested and expected to vest as of December 26,

Weighted
Average
Exercise
Price

$16.13
—
13.69
17.75
19.79

$17.02
$17.47

Options

4,984,952
—

(1,488,059)
(333,530)
(106,781)

3,056,582
2,325,589

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,044,836

$17.02

Weighted
Average
Remaining
Contractual
Life (in
years)

Aggregate
Intrinsic
Value (in
millions)

6.8
6.6

6.8

$9.6
$6.3

$9.5

The weighted average grant date fair value of granted options was $4.1 and $3.8 for the years ended
December 27, 2012 and December 29, 2011, respectively. The intrinsic value of options exercised during the
year was $6.1 million, $1.4 million and $1.5 million for the years ended December 26, 2013, December 27, 2012
and December 29, 2011, respectively. The total fair value of awards vested during the years ended December 26,
2013, December 27, 2012 and December 29, 2011 was $4.9 million, $7.8 million and $6.2 million, respectively.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing

valuation model that uses the assumptions noted in the table below. Expected volatilities are based on implied
volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other
factors. The Company uses historical data to estimate option exercise and employee termination within the

F-27

valuation model. The expected term of options granted is derived from the output of the option valuation model
and represents the period of time that options granted are expected to be outstanding. The risk-free rate for
periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of
grant. The following assumptions were used in the valuation of the options for the years ended December 26,
2013, December 27, 2012 and December 29, 2011:

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

Expected term (in years) . . . . . . . . . . . . . . .
Risk free interest rate . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . .

(1)
(1)
(1)
(1)

6.0
6.0
0.8%-1.1%
1.2%-2.4%
53.2%-54.6% 30.0%-53.6%

5.5%

3.8%-4.0%

(1) The Company did not grant stock options during the year ended December 26, 2013.

Restricted Stock and Restricted Stock Units—Under the non-vested stock program, common stock of the
Company may be granted at no cost to officers, independent directors and employees, subject to requisite service
and meeting financial performance targets, and as such restrictions lapse, the award vests in that proportion. The
participants are entitled to cash dividends (excluding extraordinary) and to vote their respective shares (in the
case of restricted stock), although the sale and transfer of such shares is prohibited and the shares are subject to
forfeiture during the restricted period. Additionally, the accrued cash dividends for 2011, 2012 and 2013 grants
are subject to forfeiture during the restricted period should the underlying shares not vest.

The weighted average grant date fair value of non-vested stock was $15.17, $13.23 and $17.66 for the years

ended December 26, 2013, December 27, 2012 and December 29, 2011, respectively. The total fair value of
awards vested was $7.5 million, $6.9 million and $1.8 million during the years ended December 26,
2013, December 27, 2012 and December 29, 2011, respectively.

As of December 26, 2013, the total number of restricted stock and restricted stock units that are ultimately

expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based
restricted stock is 833,004.

A summary of restricted stock award and restricted stock unit activity under the Equity Incentive Plan as of

December 26, 2013, and changes during the year then ended are presented below:

Number of
Restricted Shares and
Restricted Stock
Units

Weighted Average
Grant-Date Fair
Value

Non-vested balance as of December 27, 2012 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested balance as of December 26, 2013 . . . . .

1,707,128
918,548
(360,528)
(190,282)

2,074,866

$15.30
15.17
16.88
15.95

$14.91

12. EMPLOYEE BENEFIT PLANS

The Company sponsors the NCM 401(k) Profit Sharing Plan (the “Plan”) under Section 401(k) of the
Internal Revenue Code of 1986, as amended, for the benefit of substantially all full-time employees. The Plan
provides that participants may contribute up to 20% of their compensation, subject to Internal Revenue Service
limitations. Employee contributions are invested in various investment funds based upon election made by the
employee. The Company made discretionary contributions of $1.0 million, $1.0 million and $0.9 million during
the years ended December 26, 2013, December 27, 2012 and December 29, 2011, respectively.

F-28

13. COMMITMENTS AND CONTINGENCIES

Legal Actions—The Company is subject to claims and legal actions in the ordinary course of business. The

Company believes such claims will not have a material effect on its financial position or results of operations.

Operating Commitments—The Company leases office facilities for its headquarters in Centennial,
Colorado and also in various cities for its sales and marketing and software development personnel. Total lease
expense for the years ended December 26, 2013, December 27, 2012 and December 29, 2011, was $2.3 million,
$2.3 million and $2.3 million, respectively. Future minimum lease payments under noncancelable operating
leases as of December 26, 2013 are as follows (in millions):

Year

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Minimum
Lease
Payments

$ 2.6
2.6
2.6
2.0
1.7
4.1

$15.6

Minimum Revenue Guarantees—As part of the network affiliate agreements entered in the ordinary course
of business under which the Company sells advertising for display in various network affiliate theatre chains, the
Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate
achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue
for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its
guaranteed amount. The amount and term varies for each network affiliate, but terms range from three to
20 years, prior to any renewal periods of which some are at the option of the Company. The maximum potential
amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees
is $42.4 million over the remaining terms of the network affiliate agreements. As of December 26, 2013 and
December 27, 2012, the Company had no liabilities recorded for these obligations as such guarantees are less
than the expected share of revenue paid to the affiliate.

14. FAIR VALUE MEASUREMENTS

Non-Recurring Measurements—Certain assets are measured at fair value on a non-recurring basis. These

assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain
circumstances. These assets include long-lived assets, intangible assets, cost and equity method investments,
notes receivable and borrowings.

Long-Lived Assets, Intangible Assets, Other Investments and Notes Receivable—As described in Note 1—

Basis of Presentation and Summary of Significant Accounting Policies, the Company regularly reviews long-
lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost
or equity method and notes receivable for impairment whenever events or changes in circumstances indicate that
the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to
be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its
estimated fair value.

As of December 26, 2013 and December 27, 2012, the Company had other investments of $1.1 million and

$0.8 million, respectively. These investments are generally valued using comparative market multiples. As the
inputs to the determination of fair value are based upon non-identical assets and use significant unobservable
inputs, we have classified the assets as Level 3 in the fair value hierarchy.

F-29

As of December 26, 2013, the Company had notes receivable totaling $25.0 million from its founding

members related to the sale of Fathom Events, as described in Note 2—Divestiture. These notes were valued
using comparative market multiples and are classified as Level 3 in the fair value hierarchy as the inputs to the
determination of fair value are based upon non-identical assets and use significant unobservable inputs.

Borrowings—The carrying amount of the revolving credit facility is considered a reasonable estimate of fair

value due to its floating-rate terms. The estimated fair values of the Company’s financial instruments where
carrying values do not approximate fair value are as follows (in millions):

As of December 26, 2013

As of December 27, 2012

($ in millions)

Carrying Value

Fair Value (1)

Carrying Value

Fair Value (1)

Term Loans . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes . . . . . . . . . . .
Senior Secured Notes . . . . . . . . . . . . .

$270.0
200.0
400.0

$269.5
220.4
414.0

$265.0
200.0
400.0

$265.8
222.0
425.5

(1) The Company has estimated the fair value on an average of at least two non-binding broker quotes and the
Company’s analysis. If the Company were to measure the borrowings in the above table at fair value on the
balance sheet they would be classified as Level 2.

Recurring Measurements—The fair values of the Company’s assets and liabilities measured on a recurring

basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures are as follows (in millions):

Fair Value Measurements at Reporting Date Using

As of
December 26,
2013

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

ASSETS:

Cash equivalents (1)
Short-term marketable

. . . . . . . . . .

$28.3

securities (2)

. . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . .

71.3

$99.6

$—

4.5

$ 4.5

$28.3

66.8

$95.1

$—

—

$—

Fair Value Measurements at Reporting Date Using

As of
December 27,
2012

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

ASSETS:

Cash equivalents (1) . . . . . . . . . . . .
Short-term marketable

securities (2) . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . .

$50.2

34.2

$84.4

$6.2

3.0

$9.2

$44.0

31.2

$75.2

$—

—

$—

(1) Cash Equivalents—The Company’s cash equivalents are carried at estimated fair value. Cash equivalents

consist of money market accounts which the Company has classified as Level 1 given the active market for
these accounts and commercial paper with original maturities of three months or less, which are classified as
Level 2 and are valued as described below.

(2) Short-Term Marketable Securities—The carrying amount and fair value of the marketable securities are
equivalent since the Company accounts for these instruments at fair value. The Company’s government
agency bonds and commercial paper are valued using third party broker quotes. The value of the Company’s

F-30

government agency bonds is derived from quoted market information. The inputs in the valuation are
generally classified as Level 1 given the active market for these securities; however if an active market does
not exist, the inputs are recorded at a lower level in the fair value hierarchy. The value of commercial paper
is derived from pricing models using inputs based upon market information, including contractual terms,
market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and
as such are generally classified as Level 2 in the fair value hierarchy. For the years ended December 26,
2013 and December 27, 2012, there was an inconsequential amount of net realized gains (losses) recognized
in interest income and an inconsequential amount of net unrealized holding gains (losses) included in other
comprehensive income. Original cost of short term marketable securities is based on the specific
identification method. As of December 26, 2013 and December 27, 2012, there were no gross unrealized
losses related to individual securities that had been in a continuous loss position for 12 months or longer.

The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held

as of December 26, 2013 and December 27, 2012 are as follows:

As of December 26, 2013

Amortized
Cost Basis
(in millions)

Aggregate
Fair Value
(in millions)

Maturities (1)
(in years)

MARKETABLE SECURITIES:

Short-term municipal . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term commercial paper:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial
Industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4.5

50.3
8.8
7.7

Total marketable securities . . . . . . . . . . . . . .

$71.3

$ 4.5

50.3
8.8
7.7

$71.3

0.2

0.3
0.1
0.1

As of December 27, 2012

Amortized
Cost Basis
(in millions)

Aggregate
Fair Value
(in millions)

Maturities (1)
(in years)

MARKETABLE SECURITIES:

Short-term U.S. government agency bonds . . . . . . . . . .
Short-term commercial paper:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial
Industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3.0

25.1
5.1
1.0

Total marketable securities . . . . . . . . . . . . . .

$34.2

$ 3.0

25.1
5.1
1.0

$34.2

0.7

0.2
0.3
—

(1) Maturities—Securities available for sale include obligations with various contractual maturity dates some of

which are greater than one year. The Company considers the securities to be liquid and convertible to cash
within 30 days. The Company has the ability and intent to liquidate any security that the Company holds to
fund operations over the next twelve months if necessary and as such has classified these securities as short-
term.

15. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

During 2012, NCM LLC terminated interest rate swap agreements that were used to hedge its interest rate
risk associated with its term loans. Following the termination of the swap agreements, the variable interest rate
on NCM LLC’s $270.0 million term loans are unhedged and as of December 26, 2013 and December 27, 2012,
the Company did not have any outstanding derivative assets or liabilities.

F-31

During the year ended December 27, 2012, NCM LLC paid breakage fees of $63.4 million which
represented the settlement of NCM LLC’s loss position on its interest rate swap agreements. The swaps were
terminated with NCM LLC in a loss position and therefore, NCM LLC paid its counterparties the outstanding
amounts due based upon the fair market value on that date. The Company accounted for the $63.4 million in
payments by recording a loss on swap terminations of $26.7 million in the Consolidated Statements of Income,
which related to swaps that hedged the interest payments on debt that was paid off during NCM LLC’s
refinancing. Since those future interest payments were no longer probable of occurring, the Company
discontinued hedge accounting and immediately reclassified the balance in Accumulated Other Comprehensive
Income (“AOCI”) of $26.7 million into earnings in accordance with ASC 815 Derivatives and Hedging (“ASC
815”). The remainder of the breakage fees, or $36.7 million, was for swaps in which the underlying debt
remained outstanding. The balance in AOCI related to these swaps was fixed and is being amortized into
earnings over the remaining life of the original interest rate swap agreement, or February 13, 2015, as long as the
debt remains outstanding. The Company considered the guidance in ASC 815 which states that amounts in AOCI
shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction
affects earnings. As of December 26, 2013, there was approximately $11.6 million outstanding related to these
discontinued cash flow hedges which continues to be reported in AOCI. The Company estimates approximately
$10.0 million will be amortized to earnings in the next twelve months.

During the years ended December 27, 2012 and December 29, 2011, the Company also recorded changes in

the fair value and amortization of AOCI related to an interest rate swap on its term loan in which the Company
discontinued cash flow hedge accounting in 2008 due to the bankruptcy of its counterparty.

The effect of derivative instruments in cash flow hedge relationships on the audited Consolidated Financial
Statements for the years ended December 26, 2013, December 27, 2012 and December 29, 2011 were as follows
(in millions):

Unrealized Gain Recognized in
NCM, Inc.’s Other Comprehensive
Income (Pre-tax)

Realized Loss Recognized in Interest
on Borrowings (Pre-tax)

Years Ended

December 26,
2013

December 27,
2012

December 29,
2011

December 26,
2013

December 27,
2012

December 29,
2011

Interest Rate Swaps . . .

$10.3

$26.0

$(18.1)

$—

$(9.1)

$(19.5)

The effect of derivatives not designated as hedging instruments under ASC 815 on the audited Consolidated

Financial Statements for the years ended December 26, 2013, December 27, 2012 and December 29, 2011 were
as follows (in millions):

Gain (Loss) Recognized in Non-Operating
Expenses (Pre-tax)

Years Ended

Derivative Instruments not Designated as
Hedging Instruments

Income Statement Location

December 26,
2013

December 27,
2012

December 29,
2011

Realized loss on derivative

instruments . . . . . . . . . . . . . . . . . . .

Gain from change in fair value on

cash flow hedges . . . . . . . . . . . . . . .

Amortization of AOCI on

discontinued cash flow hedges . . . .

Total

. . . . . . . . . . . . . . . . . . . . . .

Interest on borrowings
Change in derivative fair
value
Amortization of terminated
derivatives

$ —

$(5.1)

$(6.5)

—

3.0

—

(10.3)

$(10.3)

(4.0)

$(6.1)

(1.3)

$(7.8)

F-32

The changes in AOCI by component for the year ended December 26, 2013 were as follows (in millions):

Balance at beginning of period . . . . . . . . . . . .
Amounts reclassified from AOCI:

Amortization on discontinued cash

Year Ended
December 26, 2013

$ (6.7)

Income Statement Location

flow hedges . . . . . . . . . . . . . . . . .

10.3

Amortization of terminated derivatives

Total amounts reclassified from

AOCI . . . . . . . . . . . . . . . . . . . . . . . . . .

10.3

Noncontrolling interest on

reclassifications . . . . . . . . . . . . . . . . . .
Tax effect on reclassifications . . . . . . . .

Net other comprehensive income . . . . . .

Impact of subsidiary ownership

(5.6)
(1.8)

2.9

changes . . . . . . . . . . . . . . . . . . . . . . . .

0.6

Balance at end of period . . . . . . . . . . . . . . . . .

$ (3.2)

16. SEGMENT REPORTING

Advertising revenue accounted for 92.1%, 91.2% and 88.7%, of consolidated revenue for the years ended

December 26, 2013, December 27, 2012 and December 29, 2011, respectively. The following table presents
revenue, less directly identifiable expenses to arrive at income before income taxes for the advertising reportable
segment, the combined Fathom Events operating segments, and network, administrative and unallocated costs.
Refer to Note 1—Basis of Presentation and Summary of Significant Accounting Policies.

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and marketing costs . . . . . . . . . . . . . . .
Administrative and other costs . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . .
Interest and other non-operating costs . . . . . . .

Income (loss) before income taxes . . . . . . . . . .

Year Ended December 26, 2013 (in millions)

Advertising

$426.3
98.4
56.1
2.9
—
—

$268.9

Fathom
Events

$36.5
25.5
3.6
0.9
—
—

$ 6.5

Network,
Administrative
and Unallocated
Costs

Consolidated

$ —
19.4
1.8
25.6
26.6
52.0

$(125.4)

$462.8
143.3
61.5
29.4
26.6
52.0

$150.0

Year Ended December 27, 2012 (in millions)

Network,
Administrative
and Unallocated
Costs

Consolidated

$ —
19.8
2.4
28.1
20.4
99.8

$(170.5)

$448.8
144.6
60.5
31.5
20.4
99.8

$ 92.0

Fathom
Events

$39.3
29.0
4.2
0.8
—
—

$ 5.3

Advertising

$409.5
95.8
53.9
2.6
—
—

$257.2

F-33

Income (loss) before income taxes . . . . . . . . . .

Year Ended December 29, 2011 (in millions)

Advertising

$386.2
80.0
49.2
2.6
—
—

$254.4

Fathom
Events

$49.2
34.1
7.9
0.8
—
—

$ 6.4

Network,
Administrative
and Unallocated
Costs

Consolidated

$ —
18.6
2.7
27.0
18.8
73.7

$(140.8)

$435.4
132.7
59.8
30.4
18.8
73.7

$120.0

The following is a summary of revenue by category (in millions):

December 26,
2013

Years Ended
December 27,
2012

December 29,
2011

National advertising revenue . . . . . . . . . . . . . . . . . . . . . . .
Local advertising revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Founding member advertising revenue from beverage

concessionaire agreements . . . . . . . . . . . . . . . . . . . . . .
Fathom Consumer revenue . . . . . . . . . . . . . . . . . . . . . . . .
Fathom Business revenue . . . . . . . . . . . . . . . . . . . . . . . . .

$295.0
89.9

41.4
34.4
2.1

$288.7
81.1

39.7
34.2
5.1

$267.6
80.6

38.0
35.0
14.2

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$462.8

$448.8

$435.4

17. VALUATION AND QUALIFYING ACCOUNTS

The Company’s valuation allowance for doubtful accounts and deferred tax assets for the years ended

December 26, 2013, December 27, 2012 and December 29, 2011 were as follows (in millions):

December 26,
2013

Years Ended

December 27,
2012

December 29,
2011

ALLOWANCE FOR DOUBTFUL ACCOUNTS:

Balance at beginning of period . . . . . . . . . . . . . . . . .
Provision for bad debt . . . . . . . . . . . . . . . . . . . .
Write-offs, net . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at end of period . . . . . . . . . . . . . . . . . . . . . .

VALUATION ALLOWANCE ON DEFERRED TAX

ASSETS:

Balance at beginning of period . . . . . . . . . . . . . . . . .
Valuation allowance (reversed) recorded . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment

Balance at end of period . . . . . . . . . . . . . . . . . . . . . .

$ 4.5
2.1
(0.9)

$ 5.7

$ 3.3
(3.3)
—

$—

$ 4.3
1.2
(1.0)

$ 4.5

$ 3.2
—
0.1

$ 3.3

$ 3.7
2.1
(1.5)

$ 4.3

$ 1.7
1.5
—

$ 3.2

F-34

18. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following represents selected information from the Company’s unaudited quarterly Consolidated
Statements of Income for the years ended December 26, 2013 and December 27, 2012 (in millions, except per
share data):

2013

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated net income (4) . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) Net income attributable to NCM, Inc. (4) . . . . . . . . . .
(Loss) Earnings per NCM, Inc. share, basic (1)(4)
. . . . . . . .
(Loss) Earnings per NCM, Inc. share, diluted (1)(4) . . . . . . .

2012

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated net income (loss) (2)(3) . . . . . . . . . . . . . . . . . .
(Loss) Net income attributable to NCM, Inc. (2)(3)
. . . . . . .
(Loss) Earnings per NCM, Inc. share, basic (1)(2)(3) . . . . . .
(Loss) Earnings per NCM, Inc. share, diluted (1)(2)(3) . . . . .

First
Quarter

$ 82.2
60.6
21.6
1.9
(1.0)
(0.02)
(0.02)

Second
Quarter

$122.8
64.8
58.0
32.0
9.5
0.17
0.17

First
Quarter

Second
Quarter

$ 79.1
62.1
17.0
0.7
(0.9)
(0.02)
(0.02)

$110.1
64.8
45.3
(0.9)
(1.9)
(0.03)
(0.03)

Third
Quarter

$135.1
67.7
67.4
42.3
13.7
0.24
0.24

Third
Quarter

$143.7
65.6
78.1
49.0
16.7
0.31
0.30

Fourth
Quarter

$122.7
67.7
55.0
53.6
19.0
0.35
0.34

Fourth
Quarter

$115.9
64.5
51.4
16.5
(0.5)
(0.01)
(0.01)

(1) Earnings per share in each quarter is computed using the weighted-average number of common shares

outstanding during that quarter while earnings per share for the full year is computed using the weighted
average number of common shares outstanding during the year.

(2) During the second quarter of 2012, the Company recorded a loss of approximately $26.7 million related to

partial swap terminations. Refer to Note 15—Derivative Instruments and Hedging Activities.

(3) During the fourth quarter of 2012, the Company recorded adjustments to the measurement of the deferred
tax assets and the long-term payable to the founding member liability’s expected net realized tax benefit.
The net amount of these adjustments was $6.2 million. Refer to Note 7—Income Taxes.

(4) During the fourth quarter of 2013, the Company recorded a gain of $25.4 million related to the sale of

Fathom Events. Refer to Note 2—Divestiture.

19. SUBSEQUENT EVENTS

On January15, 2014, the Company declared a cash dividend of $0.22 per share (approximately

$12.9 million) on each share of the Company’s common stock (not including outstanding restricted stock) to
stockholders of record on March 6, 2014 to be paid on March 20, 2014. The Company also declared a special
cash dividend on February 7, 2014 of $0.50 per share (approximately $29.3 million) on each share of the
Company’s common stock (not including outstanding restricted stock) to stockholders of record on March 6,
2014 to be paid on March 20, 2014.

F-35

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Corporate Information
Corporate Headquarters
National CineMedia, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, Colorado 80112
www.ncm.com

Stock Information
Traded on the NASDAQ Global Market under the
symbol NCMI

Investor Relations
Phone: 800-844-0935
Email:

Investors@ncm.com

Transfer Agent and Registrar
Computershare
P.O. Box 30170
College Station, TX 77842 - 3170
www.computershare.com/investor

Form 10-K
We will provide, without charge, a copy of our Annual
Report on Form 10-K, as filed with the Securities and
Exchange Commission, to any stockholder who
requests one. Copies of the 10-K and all exhibits
thereto can be obtained from our website under the
tab “Investor Relations–Financial Information-SEC
Filings.” These reports are also available free of charge
by written request to:
NCM, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, Colorado 80112
Attn: Investor Relations

Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics is available
free of charge on our website under the tab “Investor
Relations–Corporate Governance.”

Annual Meeting
National CineMedia, Inc. stockholders are invited to
attend our annual meeting. The meeting will be held
on April 30, 2014 at 9:00 a.m. Mountain Time at the
following venue:

United Artist Theatre
Meadows 12
9355 Park Meadows Drive
Littleton, Colorado 80124

Board of Directors
Kurt C. Hall
Chairman, President and Chief Executive Officer of
National CineMedia, Inc.

Lawrence A. Goodman
Founder and President of White Mountain Media

David R. Haas
Private Investor and Financial Consultant,
Retired Senior Vice President and Controller of
Time Warner, Inc.

James R. Holland, Jr.
President and Chief Executive Officer of Unity Hunt, Inc.

Stephen L. Lanning
Retired United States Air Force Brigadier General

Paula Williams Madison
Chairman and Chief Executive Officer of Madison
Media Management LLC

Amy E. Miles
Chief Executive Officer of Regal Entertainment Group

Lee Roy Mitchell
Chairman of Cinemark USA, Inc.

Craig R. Ramsey
Executive Vice President and Chief Financial Officer of
AMC Entertainment Inc.

Scott N. Schneider
Chief Executive Officer of AHC LLC

Executive Officers
Kurt C. Hall
President and Chief Executive Officer

Clifford E. Marks
President of Sales

Ralph E. Hardy
Executive Vice President and General Counsel

Alfonso P. Rosabal, Jr.
Executive Vice President, Chief Operations Officer and
Chief Technology Officer

David J. Oddo
Senior Vice President, Finance and Interim Co-Chief
Financial Officer

Jeffrey T. Cabot
Senior Vice President, Controller and Interim Co-Chief
Financial Officer