National CineMedia, Inc. Annual Report 2023

FY2023 Annual Report · National CineMedia, Inc.

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DEAR FELLOW STOCKHOLDERS,

This past year demonstrated the enduring appeal of cinema and the resilience of NCM to our advertising partners and

moviegoing audiences. At the start of 2023, we set out to prove that NCM delivers traditionally ‘unreachable’ audiences at

scale; provides impactful, incremental reach to traditional linear and CTV; and generates more effective ad impressions with

measurable results – all with the best content on the biggest screens for a premier opt-in experience.

In the midst of this effort, on April 11, 2023, with the support of our secured lenders, we made the decision to voluntarily enter

into a Chapter 11 process to facilitate a series of debt restructuring transactions. These transactions meaningfully strengthened

our balance sheet and positioned NCM for long-term growth and momentum, as we eliminated over $1 billion of debt,

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restructuring process in only four months, emerging with only a $55 million asset backed loan facility to manage our working

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year with $37.6 million of cash, cash equivalents and restricted cash.

We are moving forward with strong support from our stockholders and our updated Board of Directors, as we continue to deliver

robust advertising solutions, connecting brands with NCM’s young, diverse, and sought-after moviegoing audience. Today, the

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This year re-established the cultural relevance of cinema to audiences and brands. More individuals aged 18 and up went to

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Taylor Swift: The Eras Tour(cid:3)(cid:62)(cid:143)(cid:195)(cid:156)(cid:3)(cid:96)(cid:192)(cid:156)(cid:219)(cid:105)(cid:3)(cid:62)(cid:3)(cid:195)(cid:136)(cid:125)(cid:152)(cid:136)(cid:119)(cid:86)(cid:62)(cid:152)(cid:204)(cid:3)(cid:86)(cid:213)(cid:143)(cid:204)(cid:213)(cid:192)(cid:62)(cid:143)(cid:3)(cid:86)(cid:156)(cid:152)(cid:219)(cid:105)(cid:192)(cid:195)(cid:62)(cid:204)(cid:136)(cid:156)(cid:152)(cid:3)(cid:220)(cid:133)(cid:136)(cid:143)(cid:105)(cid:3)(cid:96)(cid:192)(cid:62)(cid:220)(cid:136)(cid:152)(cid:125)(cid:3)(cid:136)(cid:152)(cid:3)(cid:156)(cid:219)(cid:105)(cid:192)(cid:3)(cid:118)(cid:156)(cid:213)(cid:192)(cid:3)(cid:147)(cid:136)(cid:143)(cid:143)(cid:136)(cid:156)(cid:152)(cid:3)(cid:62)(cid:204)(cid:204)(cid:105)(cid:152)(cid:96)(cid:105)(cid:105)(cid:195)(cid:3)(cid:62)(cid:152)(cid:96)(cid:3)(cid:211)(cid:199)(cid:3)(cid:152)(cid:105)(cid:220)(cid:3)

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Through NCMx, our powerful data analytics tool, NCM is positioned to advance our leadership in cinema advertising. NCMx

effectively enables us to increase existing and new client investments by offering marketers a 360-degree view of recent

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research studies found that NCM knows more about the behaviors and spending habits of moviegoers than any other company

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for attention with audiences paying 4x to 7x more attention to our ads than any other ad supported video medium. NCM is now

truly one of the most effective brand building and performance media platforms in the marketplace, able to connect advertisers

to our engaged audiences, at scale.

Our 2023/2024 Upfront performance, which was up 6% year-over-year, also saw NCM welcome 13 new Upfront partners

and introduce three new Courtesy partners. We closed out 2023 on a positive note and on solid footing heading into 2024.

Throughout this period, our sales fundamentals continued to improve. In fact, the fourth quarter set a record for the highest

National revenue per attendee in the last decade and our revenue has been resilient in the face of tighter ad budgets. For

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We’d like to thank our stockholders, advertising clients, and exhibitor partners for their continued support, and our management

team and staff for their hard work over the past year. We look forward to working together with all our stakeholders to pave the

way for sustainable revenue growth and long-term value creation to drive stock price growth long into the future.

Thomas F. Lesinski

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________

FORM 10-K

__________________________________________________________

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number: 001-33296
__________________________________________________________
NATIONAL CINEMEDIA, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________

Delaware

(State or other jurisdiction of
incorporation or organization)

6300 S. Syracuse Way, Suite 300
(Address of principal executive offices)

Centennial Colorado

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

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

20-5665602

(I.R.S. Employer
Identification No.)

80111
(Zip Code)

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

Trading symbol
NCMI

Name of each exchange on which registered
The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

☒

☒
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition method for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ☒
Based on the closing sales price on June 29, 2023, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the
registrant was $50,581,965.

As of March 14, 2024, 97,024,547 shares of the registrant’s common stock (including unvested restricted stock), par value of $0.01 per share, were outstanding.

TABLE OF CONTENTS

PART I

Item 1.

Business ..........................................................................................................................................................

Item 1A.

Risk Factors .....................................................................................................................................................

Item 1B.

Unresolved Staff Comments ...........................................................................................................................

Item 1C.

Cybersecurity ..................................................................................................................................................

Item 2.

Properties ........................................................................................................................................................

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.

[Reserved] .......................................................................................................................................................

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

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................................................

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

PART IV

Item 15.

Exhibits, Financial Statement Schedules ........................................................................................................

Item 16.

Form 10-K Summary ......................................................................................................................................

Signatures

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

Page

In this document, unless the context otherwise requires:

Certain Definitions

•

“NCM, Inc.,” “NCM,” “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, 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.

“ESAs” refers to the amended and restated exhibitor services agreements entered into by NCM LLC with each of
NCM LLC’s original founding members (AMC, Cinemark and Regal) 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
and, in the case of the ESAs with Cinemark and Regal, were further amended on September 17, 2019 (the “2019
ESA Amendments”) to extend the terms of the ESAs and modify the program distributed by NCM LLC through
its DCN for exhibition in Cinemark and Regal theaters. On July 14, 2023, Regal terminated their ESA with NCM
LLC.

“AMC” refers to AMC Entertainment Holdings, Inc. and its subsidiaries, National Cinema Network, Inc., which
contributed assets used in the operations of NCM LLC and formed NCM LLC in March 2005, AMC ShowPlace
Theatres, Inc., AMC Starplex, LLC and American Multi-Cinema, Inc., which is a 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., which is a party to an ESA with NCM LLC.

“Regal” refers to Cineworld Group plc, Regal Entertainment Group and its subsidiaries, Regal CineMedia
Corporation, 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., which was a party to an ESA with NCM LLC
until July 14, 2023, when Regal terminated their ESA. On July 14, 2023, Regal entered into a network affiliate
agreement.

“ESA Parties” refers to AMC and Cinemark. It additionally refers to Regal, for activity prior to July 14, 2023.

“Network affiliates” refers to certain third-party theater circuits with which NCM LLC has long-term network
affiliate agreements, including with Regal.

“Adjusted OIBDA” refers to a non-GAAP financial measure, which management defines as operating income
before depreciation and amortization expense adjusted to also exclude amortization of intangibles, non-cash share-
based payment costs, executive transition costs, advisor fees related to abandoned financing transactions,
impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and advisor fees
related to involvement in the Cineworld Proceeding and Chapter 11 Case (each as defined herein).

“Adjusted OIBDA margin” is a non-GAAP financial measure calculated by dividing Adjusted OIBDA by total
revenue.

“LEN” refers to NCM LLC’s Lobby Entertainment Network.

“CPM” is a basis for which advertising is sold by the cost per thousand viewers.

“DCN” refers to NCM LLC’s Digital Content Network.

“TRA” refers to the tax receivable agreement entered into by NCM, Inc. and the ESA Parties. Regal was a party to
this agreement until July 14, 2023, when Regal terminated their tax receivable agreement with NCM LLC.

Market Information

Information regarding market share, market position and industry data pertaining to our business contained in this

report consists of estimates based on data and reports compiled by industry professional organizations (including, but not
limited to, the Motion Picture Association of America, and the National Association of Theatre Owners) and analysts and our
knowledge of our revenues and markets. Designated Market Area® is a registered trademark of Nielsen Media Research, Inc.
(“Nielsen”). We take responsibility for compiling and extracting, but have not independently verified, market and industry data
provided by third parties, or by industry or general publications, and take no further responsibility for such data. Similarly,
while we believe our internal data is reliable, our data has not been verified by any independent sources, and we cannot assure
you as to their accuracy.

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,” “forecasts,”
“projects,” “intends,” “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:

•

•
•

Impacts to our business related to NCM LLC’s emergence from bankruptcy, including outstanding litigation,
relationships with vendors, network theater circuits, ESA Parties, employees, and customers, financial results, and
revised corporate structure;

Continued declines in theater attendance, including as a result of pandemics, epidemics, or disease outbreaks, can
disrupt our business and the business of our ESA Parties and network affiliates;

Changes in theater patron behavior could result in declines in viewership of The Noovie® Show;

Changes to the ESAs or network affiliate agreements and the relationships with NCM LLC’s ESA Parties and
network affiliates and NCM LLC’s ability to enforce the provisions contained in the ESAs or network affiliate
agreements;

• We may not be successful in increasing the number of theaters in which NCM LLC has the right to display Post-

Showtime Inventory;

• Our plans for developing additional digital or digital out-of-home revenue opportunities may not be implemented

and may not be achieved;

•

Changes in regulation and potential liability arising out of the gathering and use of user information collected
through online or mobile services;

Competition within the overall advertising industry;

Failure to continue to upgrade our technology and that of our advertising network;

•
•
•
• We may not be able to grow our advertising revenue in line with the growth of our contractual costs;
•

Changes in economic conditions;

The potential loss of any major content partner or advertising client, including due to the uncertainty or perception
of uncertainty in the industry;

•
•
•
•

Potential inability to retain or replace our senior management;

The effects of government regulation on ESA Party and network affiliate growth;

Failure to effectively manage change to our strategy or continue our growth;

Potential failures or disruptions in our technology systems or the failure to adequately protect our systems, data or
property from threats;

Failure to protect or enforce our intellectual property rights;

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

•
•
• 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;

• NCM LLC’s other members, their affiliates or our largest stockholder may have interests that differ from those of
us or our public stockholders and they may be able to influence our affairs, compete with us or benefit from
corporate opportunities that might otherwise be available to us;

• Our certificate of incorporation contains anti-takeover protections that may discourage a strategic transaction;
•

Future issuance of membership units or preferred stock could dilute the interest of our common stockholders;

• Determination that NCM, Inc. is an investment company;
• Determination that any amount of our tax benefits under the TRA should not have been available;
•
The effect on our stock price from the substantial number of our shares eligible for sale; 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.

PART I

Item 1.

Business

The Company

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 100.0% of the common membership units
in NCM LLC as of December 28, 2023. In December 2022, AMC and Regal each redeemed all of their outstanding
membership units in exchange for shares of NCM, Inc. common stock, reducing AMC’s and Regal’s ownership interest in
NCM LLC to 0.0% as of December 29, 2022. On February 23, 2023 and March 23, 2023, Cinemark redeemed all of their
outstanding membership units in exchange for shares of NCM, Inc. common stock reducing Cinemark’s ownership interest in
NCM LLC to 0.0% as of December 28, 2023. 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 specified management services to NCM LLC.

Chapter 11 Proceedings

On April 11, 2023, NCM LLC filed a voluntary petition for reorganization (“Chapter 11 Case”) with a prearranged

Chapter 11 plan under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court
for the Southern District of Texas (the “Bankruptcy Court”).

On April 11, 2023, NCM, Inc. entered into a restructuring support agreement (the “Restructuring Support Agreement”)
with NCM LLC and certain of NCM LLC’s (a) prepetition lenders under (i) the Term Loan Credit Agreement, dated as of June
18, 2018 among NCM LLC as borrower, JPMorgan Chase Bank, N.A. (“JPM”) in its capacity as administrative agent, and the
lenders party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); (ii) the
Revolving Credit Agreement, dated as of June 20, 2018 among NCM LLC as borrower, JPM in its capacity as administrative
agent, and the lenders party thereto (as amended, supplemented or otherwise modified from time to time, the “Revolving Credit
Agreement 2018”); (iii) the Revolving Credit Agreement dated as of January 5, 2022 among NCM LLC as borrower, JPM in its
capacity as administrative agent, and the lenders party thereto (as amended, supplemented or otherwise modified from time to
time, the “Revolving Credit Agreement 2022”); and (b) prepetition noteholders under (i) the Secured Notes Indenture dated as
of October 8, 2019 and Computershare Trust Company, National Association (“Computershare”) in its capacity as indenture
trustee for NCM LLC’s 5.875% Senior Secured Notes due 2028 (as amended, supplemented or otherwise modified from time to
time, the “Secured Notes Indenture” and together with the Term Loan Credit Agreement, Revolving Credit Facility 2018, and
Revolving Credit Agreement 2022, the “Prepetition Secured Debt Documents”) and (ii) the Unsecured Notes Indenture dated as
of August 19, 2016 with Computershare in its capacity as indenture trustee for NCM LLC’s 5.750% Senior Unsecured Notes
due 2026 (as amended, supplemented or otherwise modified from time to time, the “Unsecured Notes Indenture”). The parties
to the Restructuring Support Agreement held, in the aggregate, more than two-thirds of all claims arising under the Prepetition
Secured Debt Documents.

In connection with the Restructuring Support Agreement, the Company, NCM LLC, and lender parties agreed to a
settlement, the “NCMI 9019 Settlement,” pursuant to which, the Company agreed to (i) affirm its obligations under NCM LLC
and NCM, Inc.’s joint venture agreements (including the Tax Receivable Agreement and the Common Unit Adjustment
Agreement) to preserve the Company’s Up-C corporate structure, (ii) issue equity to the lenders as provided in the Plan (as
defined below), (iii) make a capital contribution of $15 million to NCM LLC (the “NCMI Capital Contribution”), (iv) enter into
the new Director Designation Agreement and appoint the director nominees appointed by the creditors upon NCM LLC’s
emergence from Chapter 11, and (v) take other specified actions needed to facilitate the completion of the transactions
contemplated by the Plan (as described below) and in exchange the Company would receive approximately 13.8% of the
ownership of NCM LLC’s equity upon emergence from Chapter 11 including equity issued on account of the Company’s
ownership of NCM LLC’s prepetition secured notes. The Restructuring Support Agreement also set forth additional
transactions that became the basis of the Plan.

On May 12, 2023, NCM LLC filed the solicitation versions of the First Amended Plan of Reorganization of National

CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 249] and the Amended Disclosure Statement for
First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”).
On June 25, 2023, NCM LLC filed the Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant
to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, supplemented, or otherwise modified from time
to time, and including all exhibits and supplements thereto, the “Plan”).

On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) which approved the Disclosure
Statement on a final basis and confirmed the Plan. Pursuant to the Plan, the following restructuring was provided for, among
other things, the treatment for classes of claims and interests as follows:

•

Secured debt claims. Each holder of a secured debt claim received its pro rata share of 100% of new common
membership units (the equity in reorganized NCM LLC) with the right to exchange the units and receive shares of
NCM, Inc.’s common stock subject to (a) reallocation of new common membership units to NCM, Inc. pursuant to the
NCMI 9019 Settlement and (b) dilution on account of new common membership units issued on account of, among
other things, a post-emergence management incentive plan.

• General unsecured claims. Each holder of a general unsecured claim, which includes, among other things, claims

under the Unsecured Note Indenture, received its pro rata share of $15.0 million, with (i) $14.5 million contributed by
NCM LLC and (ii) $0.5 million contributed directly from NCM, Inc. (the “General Unsecured Claim Pool”).

• General unsecured convenience claims. Each holder of a general unsecured claim in the amount of $50,000 or less

received payment in full in cash on NCM LLC’s emergence from Chapter 11 or the date due in the ordinary course of
business in accordance with the terms and conditions of the particular transaction giving rise to such claim; provided
that any general unsecured claim (other than claims under the Unsecured Note Indenture) that is allowed in excess of
$50,000 shall not be treated as a general unsecured convenience claim unless the holder of such allowed general
unsecured claim opts in to such treatment, and agrees to reduce its allowed general unsecured claim to $50,000
pursuant to the procedures set forth in the Confirmation Order.

• Existing NCM LLC interests. Interests in NCM LLC received no recovery and were cancelled.

Pursuant to Section 1123(b)(3) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,

the Plan contained and effected global and integrated compromises and settlements between and among NCM LLC, the
Creditors’ Committee (as defined in the Plan), the Consenting Creditors (as defined in the Plan) and NCM, Inc. The NCMI
9019 Settlement continued to provide that following the Effective Date (as defined below) the Company has an aggregate
ownership interest of approximately 13.8% of NCM LLC that was reallocated to the Company from the Secured Debt Claims.

On August 7, 2023, following confirmation of the Plan, all the conditions to effectiveness of the Plan were satisfied or

waived, the Restructuring Transactions (as defined in the Plan) were substantially consummated, and NCM LLC emerged from
bankruptcy (the “Effective Date”). Among other things, on the Effective Date, in accordance with the Plan, NCM, Inc.
transferred approximately $15.5 million to NCM LLC consistent with the NCMI 9019 Settlement, NCM LLC assumed certain
unexpired Executory Contracts and Unexpired Leases (each, as defined in the Plan), including AMC’s and Cinemark’s ESAs,
all Common Units of NCM LLC under the LLC Agreement were canceled and extinguished, NCM LLC commenced
distributions to creditors, including the issuance of shares of NCM, Inc. Common Stock to Holders of Secured Debt Claims,
and NCM LLC entered into an Exit Facility (as defined in the Plan) to support operations upon emergence.

NCM LLC was wholly owned by NCM, Inc. prior to April 11, 2023 when NCM LLC filed the Chapter 11 Case. As a

result of the Chapter 11 Case and in accordance with applicable GAAP, the Company concluded that NCM, Inc. no longer
controlled NCM LLC for accounting purposes, and therefore, NCM LLC was deconsolidated from the Company’s unaudited
financial statements prospectively as of April 11, 2023. Upon emergence on August 7, 2023, NCM, Inc. retained its ownership
in and regained control of NCM LLC for accounting purposes. NCM LLC was again consolidated into the Company’s

consolidated financial statements prospectively as of the Effective Date. Within the financial results outlined within, all activity
during the Chapter 11 Case from April 11, 2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc.
represents activity and balances for NCM, Inc. standalone. All activity and balances prior to the deconsolidation of NCM LLC
on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of
NCM LLC. Upon emergence, NCM LLC transferred $8.8 million of cash to a professional fees escrow account and $15.0
million to an unsecured creditor settlements escrow account for the General Unsecured Claim Pool.

As of December 28, 2023, NCM LLC was still in the process of finalizing the unsecured creditors’ claims and had not

completed all agreed upon payments to NCM LLC’s unsecured creditors and held a total of $3.0 million within the escrow
accounts and accruals, presented within ‘Restricted cash’ and ‘Accounts Payable’ on the audited Consolidated Balance Sheet as
of December 28, 2023, respectively. Please refer to Note 5—Reconsolidation of NCM LLC for more information regarding the
reconsolidation of NCM LLC.

Our Business

National CineMedia is the largest cinema advertising platform in the US. With unparalleled reach and scale, NCM

connects brands to sought-after young, diverse audiences through the power of movies and pop culture. A premium video, full-
funnel marketing solution for advertisers, NCM enhances marketers’ ability to measure and drive results. NCM’s Noovie®
Show is presented exclusively in 45 leading national and regional theater circuits including the only three national chains,
AMC, Cinemark and Regal. NCM’s cinema advertising platform consists of more than 18,400 screens in over 1,400 theaters in
190 Designated Market Areas® (“DMA®”) (all of the top 50).

We currently derive revenue principally from the sale of advertising to national, regional and local businesses through

The Noovie® Show, our cinema advertising and entertainment show seen on movie screens across the U.S., on our LEN, a
series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in
theater lobbies. We also sell digital online and mobile advertising through Audience Accelerator, across our suite of digital
properties, and with third-party internet partners, as well as a variety of complementary out of home venues, including
restaurants, convenience stores and college campuses, in order to reach entertainment audiences beyond the theater.

NCM LLC has long-term ESAs with the ESA Parties and multi-year agreements with our network affiliates, which grant

NCM LLC exclusive rights in their respective theaters to sell advertising, subject to limited exceptions. The weighted average
remaining term of the ESAs with the ESA Parties is approximately 12.2 years as of December 28, 2023. The network affiliate
agreements expire at various dates between March 24, 2024 and July 13, 2033. The weighted average remaining term of the
ESAs and the network affiliate agreements together is 11.9 years as of December 28, 2023.

Regal Advertising Agreement—On September 7, 2022, Cineworld Group plc, the parent company of Regal, and certain

of its subsidiaries, including Regal, Regal Cinemas, Inc., formerly a party to an ESA with NCM LLC, and Regal CineMedia
Holdings, LLC, formerly a party to other agreements with NCM LLC and the Company, filed petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas. In connection with their Chapter 11
process, Regal filed a motion to reject the ESA and NCM LLC filed an adversary proceeding against Regal. On June 3, 2023,
following extensive negotiations, NCM LLC, entered into a Network Affiliate Transaction Agreement (the “Regal Advertising
Agreement”) with Regal. The Regal Advertising Agreement became effective on July 14, 2023. Pursuant to a separate
termination agreement (the “Regal Termination Agreement”), effective on July 14, 2023, Regal rejected and terminated its
ESA. Additionally Regal and Regal’s affiliates’ waived all rights and interests as to the TRA, the Common Unit Adjustment
Agreement, the Software License Agreement, the Director Designation Agreement, the Registration Rights Agreement and all
the other joint venture agreements described in the NCM LLC Operating Agreement and the Company and NCM LLC, and
Regal and Regal’s affiliates waived and released claims against the other party. Regal also agreed to support NCM LLC’s Plan
and surrendered all shares of NCM, Inc. common stock upon the Effective Date. In connection with the Regal Advertising
Agreement, NCM LLC and Regal also agreed to dismiss with prejudice the ongoing litigation between the parties related to
NCM LLC’s request to enforce certain provisions of the ESA, including the exclusivity provision. As of July 14, 2023, Regal is
no longer an ESA Party of NCM, Inc. or NCM LLC and is presented within network affiliate balances and metrics as of
December 28, 2023.

Loan, Security and Guarantee Agreement—On August 7, 2023, NCM LLC entered into a Loan, Security and

Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent. The Revolving Credit
Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance,
as adjusted for aged balances and other considerations. The maximum capacity of the Revolving Credit Facility 2023 is $55.0
million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter alia, working capital and capital
expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026.

Reverse Stock Split—On August 3, 2023, the Company effected a one-for-ten (1:10) reverse stock split of its common

stock, par value $0.01 per share. The reverse stock split, which was authorized by the Company’s Board of Directors, was
approved by the Company’s stockholders on August 2, 2023. The reverse stock split reduced the number of outstanding shares

of the Company’s common stock from 174,112,385 shares as of August 3, 2023, to 17,411,323 shares outstanding post-split.
After the cancellation of Regal’s shares on August 7, 2023, there were 13,343,065 shares outstanding. The primary purpose of
the reverse stock split was to comply with the Company’s obligations under the NCMI 9019 Settlement and so that the Plan
could become effective, as well as to increase the per share market price of the Company’s common stock in an effort to
maintain compliance with applicable Nasdaq continued listing standards with respect to the closing price of the Company’s
common stock.

The Noovie® Show Advertising

The Noovie Show—The Noovie Show provides an entertaining pre-movie experience for theater patrons while serving

as an incremental revenue source for our theater circuits. The Noovie Show gives movie audiences a reason to arrive at the
theater early to discover what's next, with exclusive entertainment content and engaging advertising from national, regional and
local brands, as well as long-form entertainment and advertising content provided to us under exclusive multi-year
arrangements with leading media, entertainment, technology and other companies (“content partners”).

We present multiple different formats of The Noovie Show depending on the theater circuit in which it runs. In
Cinemark, Regal and certain other network affiliate theaters, after The Noovie Show ends at the advertising showtime, NCM
offers additional post-show advertising inventory which may consist of a lights down segment that runs after the advertised
showtime with trailer lighting and may consist of a 30- or 60-second Platinum Spot, as further described below (“Post-
Showtime Inventory”). As of December 28, 2023, theaters presenting the updated Noovie Show format with Post-Showtime
Inventory made up 65.4% of our network. All other NCM network theater circuits, which make up the remaining 34.6% of our
network, present the Classic Noovie Show, which ends approximately at the advertised movie showtime when the movie trailers
begin, which are not part of The Noovie Show.

Because The Noovie Show is customized by theater circuit, theater location/market, film rating, film genre and film title,

we produce and distribute many different versions of The Noovie Show each month. This programming flexibility provides
advertisers with the ability to target specific audience demographics and geographic locations and ensure that the content and
advertising are age-appropriate for the movie audience.

We have also launched several specialty networks to cater to specific audiences, including the Elevate Cinema Network,

a strategic sales partnership with Spotlight Cinema Networks which combined nearly 1,500 of our premier screens with
Spotlight’s existing premier network of over 1,200 screens. This combined network provides reach and recall to brands
targeting the upscale, educated, adult demographic with disposable income. Additional specialty networks include the NCM
Black Cinema Network and the NCM Hispanic Cinema Network, reaching those audiences where they over index in top
DMAs.

All versions of The Noovie Show are produced by our internal creative team, which is cost-effective and gives us

significant flexibility while offering advertisers opportunities for sponsorship and integration into our movie and pop culture
content series. We also offer pre- and post-production advertising creative services to our clients (primarily local clients who
may not have their own creative agency), as well as branded content creation for national brands for a fee.

The Noovie Show Structure Including Post-Showtime Inventory—The Noovie Show with Post-Showtime Inventory
format is comprised of substantially the same segments included within the Classic Noovie Show, each approximately four to
ten minutes in length, as well as two additional advertising segments after the advertised showtime as described below. The
total length of The Noovie Show plus our Post-Showtime Inventory is the same as the Classic Noovie Show as the amount of
time displayed prior to the advertised showtime is reduced by the sum of five minutes plus the aggregate length of time of the
Platinum Spot, if any. The following graphic is for illustrative purposes and is not to exact scale.

•

The Silver Pod is the first sections of The Noovie Show which contain the entertaining content that is a core
element of The Noovie Show programming. NCM programs exclusive Noovie content at the beginning of the
show that gives audiences a look at what’s happening in the movie and pop culture arenas and features long-form
entertainment from our content partners. We continued several new Noovie Show editorial series from 2022
featuring celebrities, creators and journalists to appeal to both our moviegoing audience and to advertisers for
sponsorship and integration opportunities. These include The Noovie Trivia Show, where our Emmy-award
winning host Maria Menounos quizzes celebrities about their career through the lens of movie trivia; Noovieverse,
which stars popular social media influencers who analyze upcoming superhero blockbuster movies; and Perri’s
Picks, starring movie expert Perri Nemiroff, who shares her insider reviews on what movies to watch and why.
The Silver Pod features primarily local and regional advertisements, which generally range between 15 to 90
seconds. This segment also typically includes a spot for Noovie Show programming, such as Noovie Trivia,
Noovie Cultural Celebrations (e.g. original content around Black History Month or Hispanic Heritage Month,
which can also be sponsored by advertisers), and shorter segments from the editorial series mentioned above.

The Gold Pod runs closest to the advertised showtime and features primarily national advertisements, which are
generally 30 or 60 seconds, as well as a long-form entertainment content segment from one of our content
partners.

The Pre-Trailer Pod features a post-showtime lights down segment with trailer lighting beginning at the advertised
showtime with approximately 5 to 10 minutes of national advertisements (except in Regal, which is approximately
10 minutes) depending upon the affiliate which generally range between 30 or 60 seconds, followed by a courtesy
public service announcement (“courtesy PSA”) (e.g. “Silence Your Cell Phones”) and a 30 second or a 60 second
advertisement for the ESA Parties' beverage supplier.

The Platinum position features an additional single advertising unit that is either 30 or 60 seconds deeply
embedded within the movie trailers at trailer level lighting and at similar volume levels, directly prior to the last
one or two trailers preceding the feature film, which we refer to as the “Platinum Spot”.

The Classic Noovie Show does not contain the Pre-Trailer Pod of the Platinum Spot and after the Gold Pod
concludes there is an advertisement for the ESA Parties’ beverage supplier and a courtesy PSA.

References to The Noovie Show relate to both the Classic Noovie Show and the Noovie Show including Post-Showtime

Inventory formats, unless specified otherwise.

National, Regional and Local Advertising—Our cinema advertising business has a diverse customer base, consisting of

national, regional and local advertisers. National and regional on-screen advertising in The Noovie Show is sold on a CPM basis
to national and regional clients. We generally sell our national advertising units across our national network by film rating or
groups of ratings, or by individual film or film genre grouping. This ability to target various groups of films offers national
advertisers a way to target specific audience demographics at various price points and overall cost levels, which we believe
expands the number of potential clients. Local advertising is typically sold on a per-theater, per-week basis.

As with other premium video mediums like TV, we sell The Noovie Show inventory in both the upfront and scatter
markets. Upfront is a term that describes the practice of buying advertising time “up front” on an annual basis for the upcoming
year, purchasing inventory in advance and locking in the advertising rates (CPMs). Consistent with the television industry's
upfront booking practices, a portion of our upfront commitments have cancellation options or options to reduce the amount that
advertisers may purchase up until their commitment begins airing. These options could reduce what is ultimately spent by
clients that have made upfront commitments. Scatter refers to the buying of advertising on a shorter-term basis closer to when
the advertisements will run, which often results in a pricing premium compared to upfront rates. The mix between the upfront
and scatter markets is based upon a number of advertising market factors, such as pricing, demand for advertising time and
economic conditions. The demand in the scatter market impacts the pricing achieved for our remaining advertising inventory
not sold upfront and can vary throughout the year.

During the years ended December 28, 2023 and December 29, 2022, NCM LLC derived 73.2% and 75.1% of its
advertising revenue from national clients (including advertising agencies that represent our clients) and 19.7% and 17.5% of its
advertising revenue from regional and local advertisers across the country (including advertising agencies that represent these
clients).

Beverage Advertising. Each of the ESA Parties has a relationship with a beverage concessionaire supplier under which it

is obligated to provide on-screen advertising time as part of its agreement to purchase branded beverages sold in its theaters.
Under the ESAs, up to 90 seconds of the Noovie program can be sold to the ESA Parties to satisfy their on-screen advertising
commitments under their beverage concessionaire agreements. The price for the time sold to Cinemark’s beverage supplier
increases 2% each year. The time sold to AMC’s beverage supplier is priced equal to the greater of (1) the advertising CPM
charged by NCM LLC in the previous year for the time sold to AMC’s beverage supplier and (2) the advertising CPM for the

previous year charged by NCM LLC to unaffiliated third parties during segment one (closest to showtime) of The Noovie Show
in AMC’s theaters, limited to the highest advertising CPM being then-charged by NCM LLC pursuant to the ESAs.

During 2023, we sold 60 seconds to one of the ESA Parties, 30 seconds to the other ESA Party and sold 30 seconds to
Regal prior to their termination of their ESA to provide on-screen advertising for their beverage concessionaires. During 2023,
the beverage concessionaire revenue from the ESA Parties’ beverage agreements was approximately 7.2% of NCM LLC’s total
revenue. In the instance of certain theaters that are acquired by the ESA Parties but are not incorporated into our network
because of an existing on-screen advertising agreement with an alternative provider, we remain entitled to these encumbered
theater beverage payments under the terms of the ESA which are treated as a reduction to the intangible asset and not classified
as revenue.

Content. Beyond the Noovie-branded content during The Noovie Show, the majority of our entertainment and
advertising content segments are provided to us by content partners. Under the terms of the contracts, our content partners
create original long-form entertainment content segments and make commitments to buy a portion of our advertising inventory
at a specified CPM over a one- or two-year period with options to renew, exercisable at the content partner’s option. The
original content produced by these content partners typically features upcoming media programming or technology products. In
2023, the content partner segments were between 90 and 120 seconds in length.

Courtesy PSA. In 2023, we had one agreement throughout the year to exhibit a 40-second “silence your cell phone”

courtesy PSA reminding moviegoers to silence their cell phones and refrain from texting during feature films. There are two
agreements in place for 2024.

Theater Circuit Messaging. The Noovie Show also includes time slots for the ESA Parties and network affiliates to

advertise various activities associated with the operations of the theaters, including concessions, online ticketing partners, gift
card and loyalty programs, special events presented by the theater operator and vendors of services provided to theaters, so long
as such promotion is incidental to the vendor’s service or products sold in the theater. This time is provided to the theater
operator at no charge.

Data & Digital Advertising

In 2022, we launched NCMx™, our data, insights and analytics platform that utilizes the Company’s comprehensive
knowledge and extensive data about moviegoer behavior to connect brands with custom audiences in theaters, as well as, on
digital screens before and after attending movies. NCM clients are able to leverage NCMx to execute advanced audience-
matching against key geographic, behavioral and contextual targets on the big screen, as well as use the NCMx capabilities to
retarget moviegoers with digital ads and mobile offers. NCM provides marketers access to one of the largest collections of
deterministic moviegoer data in the industry. With over 703.3 million unique data records as of December 28, 2023, NCMx
makes 99.3 million unique data records available over a 90-day look back period, delivering marketers a 360-degree view of
recent consumer behavior with performance metrics to refine campaign plans and generate a better return on their advertising
investment. Neustar, iSpot, Catalina, Affinity Solutions, Adelaide, TransUnion, PlaceIQ, Crossix, Kochava and ElementalTV
are all partners on the new platform. NCM is leading the cinema advertising industry as it transforms into a data-first media
company that reaches audiences at scale with the most engaging content.

Audience Accelerator. Our Audience Accelerator digital product expands cinema advertising campaigns beyond the big

screen to reach movie audiences wherever they seek out movie content online and on mobile devices. Audience Accelerator
identifies moviegoers through our first-, second- and third-party unique data records. We can target specific demographics,
genres or layer on other data to provide our clients with a match against their target audience. Digital ads are then distributed
through multiple channels, including online and mobile banners, online and mobile pre-roll video and social media newsfeeds
through our owned and operated ad inventory as well as third-party ad inventory across multiple platforms including the
Internet, mobile devices and over-the-top (OTT) devices/connected televisions (CTV) to reach moviegoers wherever they may
be seeking entertainment information and content.

We sell NCM’s data platform and digital products through a digital sales group that is embedded as part of our national
and local sales organizations to enable collaborative, integrated selling. We believe that our new and upcoming digital products
can be sold in combination with in-theater advertisements as integrated marketing packages as discussed in “Business—Our
Strategy”. We plan to continue to invest in our digital platform in 2024 and beyond.

Digital Products. NCM’s consumer-facing digital products, including Name That Movie and the Noovie Trivia app, all
feature advertising opportunities that allow brands to continue to reach movie audiences across multiple platforms, including
sponsorships, digital ad inventory such as leaderboards, banner ads, half- and full-page ads and a variety of digital video ad
inventory. Our Noovie® digital products are designed to not only provide digital advertising inventory to further enhance the
marketability of our cinema advertising product offerings, but also to capture exclusive first-party data, which is funneled into
NCMx™. As of December 28, 2023, approximately 7.3 million movie-goers have downloaded our mobile apps. These
downloads and the acquisition of second- and third- party data sets, including deterministic ticket transaction data from

exhibitors and geo-location and micro-event data for moviegoers that enter theaters in our network, all contribute to NCMx data
records.

Lobby Advertising

Lobby Entertainment Network—Our LEN is a network of video screens strategically located throughout the lobbies of

all digitally equipped ESA Parties’ theaters, as well as the majority of our network affiliates’ theaters. The LEN screens are
placed in high-traffic locations such as concession stands, box offices 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
theater through our DCN, and the same program is displayed simultaneously on all LEN screens within a given theater, 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 ESA Parties’ advertisements to promote activities associated

with the operation of the theaters, including concessions, online ticketing partners, gift card and loyalty programs, special
events presented by the theater operator and vendors of services provided to theaters, so long as such promotion is incidental to
the vendor’s service or products sold in the theater. Additionally, subject to certain limitations, the LEN programming includes
up to two minutes (one minute of which we provide to the ESA Parties at no cost and one minute of which the ESA Parties may
purchase) to promote certain non-exclusive cross-marketing relationships entered into by the theater operators for the purpose
of increasing theater attendance, which we call “strategic programs.”

Under the terms of the ESAs, the ESA Parties also have the right to install a second network of additional screens in

their theater lobbies which would not display our LEN programming, but would be used to promote strategic programs or
products sold in their theater concessions, bars and dining operations, online ticketing partner promotions, gift card and loyalty
programs and special events presented by the ESA Parties and vendors of services provided to theaters, so long as such
promotion is incidental to the vendor’s service.

In 2024, we plan to expand the Company’s LEN programmatic offering to on-screen advertising. The LEN

programmatic offering was launched in 2022 through partnership with Place Exchange, a leading supply-side platform (SSP)
for programmatic out-of-home media. This automated offering allows advertisers to access and purchase available LEN
programming through partner demand-side platform (DSP) websites. The partnership enabled advertisers to reach the largest
network of lobby screens in movie theaters across the country programmatically for the first time.

Lobby Promotions—We also sell a wide variety of advertising and promotional products in theater lobbies across our
ESA Parties and certain network affiliates. These products can be sold individually or bundled with on-screen, LEN or digital
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 or as they exit the theater;
tabling displays, product demonstrations and sampling;
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, the ESA Parties may conduct a limited number of lobby promotions at no charge in
connection with strategic programs that promote motion pictures; 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 cinema advertising

products allows us to offer integrated marketing solutions to advertisers that provide multiple touchpoints with theater patrons
throughout the movie-going experience, which we believe is a competitive advantage over other national media platforms.

Digital Out-of-Home Products

NCM’s Digital Out-of-Home (“DOOH”) group is embedded as part of our national and local sales organizations and

was created in October 2020 to further unite brands with the power of movies by extending movie-centric Noovie®
entertainment content, trivia and advertising beyond movie theaters to a variety of complementary venues, including
restaurants, convenience stores and college campuses. In 2023, NCM sold DOOH media inventory on a national, regional, local
and programmatic level in relationships with digital place-based properties including screens in convenience stores, college
campuses and various restaurants.

Our Network

The Noovie® Show is distributed across NCM LLC’s national theater network — the largest digital in-theater network
in North America — through the use of our proprietary DCN and Digital Content Software (“DCS”). With the DCN and DCS,
we are able to schedule, deliver, play and reconcile advertising and entertainment content for The Noovie Show and the LEN on
a national, regional, local, theater and auditorium level.

The DCN is the combination of a satellite distribution network and a terrestrial management network. The DCN is

integrated with NCM’s cinema advertising management system to seamlessly schedule and distribute advertising
content. NCM's integrated system dynamically controls the quality, placement, timing of playback and completeness of content
within specific auditoriums, and it also allows us to monitor and initiate repairs to the equipment in our digital network of
theaters.

Advertising and entertainment content for The Noovie Show and LEN is uploaded to our cinema advertising
management system and is delivered via multicast technology to the theaters in our network and received by our Alternative
Content Engine. The Alternative Content Engine holds the content until displayed in specified theater auditoriums and lobbies
according to contract terms. Each theater auditorium and lobby has hardware and/or software architecture that controls the
content to be shown. After playback of content, confirmation of playback is returned to NCM and is included in “post” reports
provided to our advertising clients.

In 2023, more than 438 million moviegoers attended theaters that are currently under contract to present The Noovie

Show. A summary of the screens and theaters in our advertising network is set forth in the table below:

Our Network

(As of December 28, 2023)

As of December 28, 2023, The Noovie Show was displayed on network movie screens using digital projectors. Almost

all screens within our network receive content through our DCN and are equipped with more powerful digital cinema
projectors, with the remainder comprised of LCD projectors.

Human Capital

We had 292 full-time employees as of December 28, 2023. Our employees are located in our Centennial, Colorado
headquarters, and in our offices in New York, Los Angeles and Chicago. We also have many major markets advertising account
executives that work primarily from their homes throughout the U.S. The Company continually works to structure the
organization in optimal ways to meet customer, employee and shareholder needs. None of our employees are covered by
collective bargaining agreements. We believe that we have a good relationship with our employees.

Diversity, Equity and Inclusion (DEI)—We are committed to diversity, equity and inclusion in the workplace. We are
focused on building diverse talent at all levels of the organization by recruiting high quality diverse talent and have taken steps
to align our policies with best practices from other respected organizations. We are focused on identifying and helping to
implement initiatives intended to improve areas such as recruitment, retention, brand awareness and community outreach.

Organizational Development—Our Human Resources and leadership team is focused on broad management
development as well as supporting targeted training to individuals and teams based on business needs. Managers and

supervisors participate in specialized training to develop management skills, encourage employee development and retention
and assist the Company with succession planning by identifying top talent to be developed into future leaders. Our Human
Resources department also regularly provides employees with mandatory compliance training regarding preventing harassment
and discrimination, workplace diversity, our code of conduct, IT and cyber security and other related courses to help them with
their daily responsibilities. Compliance with mandatory training requirements is tracked by our Human Resources department
and management is notified when the requirements are not met.

The Human Resources department also focuses on defining and embedding the NCM culture into all people-related

practices and policies to help us recruit, develop and retain a world-class team to grow the business. The Company has
implemented a number of targeted initiatives to increase employee engagement and satisfaction, including team and culture-
building activities, career and succession planning and ongoing analysis and enhancements of our total rewards program.

Total Rewards—We invest in our employees by providing comprehensive benefits and compensation packages. Our

benefits packages include comprehensive health insurance with a wellness program for all eligible employees, parental leave for
all new parents for the birth or adoption of a child or placement of foster care, 401k plan with a comprehensive financial
wellness component and voluntary benefits employees can tailor to their specific needs ranging from additional life insurance to
pet insurance.

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. Historically, both
advertising expenditures and theater 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 theater attendance levels. Seasonal demand during the summer is driven by the absence of
alternative attractive advertising mediums and during the winter holiday season due to high client demand across all advertising
mediums. 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 increased inventory availability in competitive advertising
mediums. Given the temporary closure of our theaters in 2020 and disruptions in the release of motion pictures and regular
theater attendance patterns due to the COVID-19 Pandemic, our 2020 and 2021 quarterly results varied from the historical trend
and 2020 results have been excluded. 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 NCM LLC revenue for the fiscal years ended 2021, 2022

and 2023 and a historic average for FY 2017-2019 for comparison given the impacts of COVID-19 on the film release schedule
and audience behaviors:

FY 2021 ..........................................................................................
FY 2022 ..........................................................................................
FY 2023 ..........................................................................................
FY 2017-2019 Average ...................................................................

4.7 %
14.4 %
13.4 %
17.4 %

12.2 %
26.9 %
24.8 %
24.4 %

27.7 %
21.9 %
26.8 %
25.7 %

55.4 %
36.8 %
35.0 %
32.4 %

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Government Regulations

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, worker compensation and health and
safety laws as well as privacy, information security and consumer protection-related laws and regulations. We have been and
are currently in compliance with all government mandated and environmental regulations.

Competition

Our advertising business competes in the estimated $352.0 billion U.S. advertising industry with many other forms of

marketing media, including television, radio, print, internet, mobile and outdoor display advertising. While cinema advertising
represents a small portion of the overall advertising industry today, we believe it is well-positioned to capitalize on the
continuing shift of advertising spending away from traditional media, in particular linear television where consumers can skip
advertisements through DVRs and other technology, to newer and more targeted forms of media.

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

size. As the largest cinema advertising network in the U.S., we believe that we are able to generate economies of scale,

operating efficiencies and enhanced opportunities for our clients to reach an engaged movie audience on both a national and
local level to allow us to better compete for premium video dollars in the larger advertising marketplace.

Competitive Strengths

We believe that several strengths position us well to compete in an increasingly fragmented media landscape. We

believe that our cinema advertising network is an attractive option for advertisers on a national, regional and local level and
delivers measurable results for our clients that are comparable, and preferred, to the television, online and mobile or other video
advertising options that we compete against in the marketplace.

Extensive national market coverage—Our contractual agreements with our ESA Parties and network affiliates provide

long-term exclusive access (subject to limited exceptions) to sell cinema advertising across the largest network of digitally-
equipped theaters in the U.S. This allows us to offer advertisers the broad reach and national scale that they need to effectively
reach their target audiences.

•

Our advertising network consisted of 18,403 screens (9,573 operated by the ESA Parties) located in 1,439 theaters
(697 operated by the ESA Parties) in 48 states and the District of Columbia, including each of the top 25, 50 and
100 DMAs®, and 190 DMAs® in total, as of December 28, 2023;

The over 438 million people who attended theaters in our network in 2023 represented 71.9%, 65.7% and 62.3%
of the total theater attendance in theaters that present cinema advertising in the top 10, 25 and 50 U.S. DMAs®,
respectively, and 59.1% of all DMAs® nationally, providing an attractive platform for national advertisers who
want exposure in larger markets or on a national basis;

The average screens per theater in our network during 2023 was 12.8 screens; and

The aggregate annual attendance per screen of theaters included in our network during 2023 was 23,854.

Scalable, state-of-the-art digital content distribution technology—Our use of the combination of satellite and terrestrial

DCN network technology, combined with the design and functionality of our DCS and Customer Experience Center
infrastructure, makes our network efficient and scalable and also allows us to target specific audiences and provide advertising
scheduling flexibility and reporting. National, local and regional advertisers are generally able to run their ads in The Noovie®
Show less than 72 hours following the close of the proposal which is comparable to the lead time of television advertising,
giving businesses that rely on time-sensitive promotional advertising strategies the opportunity to take advantage of the power
of cinema. The Company plans to further decrease this lead time following additional upgrades of our cinema advertising
management system, as further discussed below.

This scalability of our distribution technology allows us to expand our cinema advertising network with minimal
additional capital expenditures or personnel, and we expect to benefit from this scalability in the future as we add new theaters
from the ESA Parties, our existing network affiliate relationships and the addition of new network affiliates.

Access to a highly attractive, engaged audience—We offer advertisers the ability to reach highly-coveted target
demographics, including young, affluent and educated “Millennial” and “Gen Z” moviegoers. According to The People
Platform for 2023, 64.0% of the NCM LLC audience were between the ages of 12-34, compared to 53.0% in 2019 and 62.0%
in 2022, with a median age of 30 in 2023. Further, 47.0% of our moviegoers have a household income greater than $100,000
(versus 41.0% of the general population), with a median moviegoer household income of $94,000, and 38.0% have received a
bachelor’s degree or higher (versus 35.0% of the general population) according to the 2023 Spring Doublebase MRI Simmons
Study.

Because of the impact of cinema’s state-of-the-art immersive video and audio presentation, we also believe that movie

audiences are highly engaged with The Noovie Show advertising and entertainment content that they view in our theater
environment. In a recent 2023 study performed by Lumen, a leader in attention measurement, moviegoers paid greater attention
to advertisements in theaters as compared to all other premium video platforms including Linear (Live Sports), Fast Nets (Tubi,
Pluto, Roku), premium AVOD, social, digital and premium audio podcasts. Cinema’s attention advantage is 2 to 3 times that of
Linear Live Sports, Fast Nets (Tubi, Pluto, Roku), Top Tier AVOD and podcasts and 7 to16 times that of social media and
digital. Further, based upon an average of 7 years of research studies including 323 advertisers across various categories,
advertising on the big screen has generated brand lift for the critical key performance indicators of awareness (increase of
62.0%) and consideration (increase of 24.0%). Additionally, according to an intercept study conducted by eWorks, a market
research company, a Platinum Spot advertiser experienced 88.0% brand recall, with significant lifts in unaided awareness
(increase of 100.0%), favorable opinion (increase of 21.0%) and future consideration (increase of 19.0%) after advertising with
the Company in 2022.

World-class entertainment and innovative, branded pre-feature content—The film content created by Hollywood

studios is considered some of the finest entertainment content in the world, which creates a highly-desirable advertising
environment for brands. We believe that The Noovie Show program provides a high-quality entertainment experience for

theater audiences and an effective marketing platform for advertisers. By partnering with leading media, entertainment,
technology and other companies, we are able to provide better original content for our audience and more impact for the
advertiser. Because we offer local and national “pods” within The Noovie Show (that is, groupings of ads interspersed among
video content), our format is consistent with the grouping of ads on television networks, which allows advertisers to more easily
integrate The Noovie Show into traditional sight-sound-and-motion media buys.

Prime movie audience data, measurability and targeting—As with many other advertising mediums, we are measured
by third-party research companies. Epicenter Experience LLC measures our audience, including the total attendance that are in
their seats during The Noovie® Show. Additionally, unlike some other advertising mediums, we also receive attendance
information by film, by rating and by screen at least monthly for all of the ESA Parties’ theaters, and by location for the theaters
operated by our network affiliates at least monthly, which allows us to report the actual audience size for each showing of a film
where The Noovie Show played. We believe that the ability to provide detailed information to our clients gives us a distinct
competitive advantage over traditional media platforms whose measurement is based only on extrapolations of a very small
sample of the total audience.

In 2023, we continued to invest in the development of our cloud-based Data Management Platform (DMP) which we

believe will allow us to provide even more robust audience insights and analytics to our clients. To further enhance the
connection between brands and movie audiences, we accumulate audience data from several sources within our DMP. This
audience data is then leveraged for the targeting of ad campaigns and can also deliver closed-loop attribution reporting. We
expect to continue to enhance the capabilities of the platform in 2024 by continuing to gather first-party data through our
Noovie digital products, as well as additional second- and third-party data sources and segments.

Integrated marketing and digital products—Our ability to bundle our on-screen advertising opportunities with
integrated lobby, digital marketing and digital out-of-home products allows us to offer advertisers multiple touchpoints to reach
movie audiences anytime and anywhere to execute true 360-degree marketing programs. We believe these multiple marketing
impressions throughout the entire entertainment experience allow our advertisers to extend the exposure for their brands and
products and create a more engaging relationship with movie audiences in every stage of their movie journey. Additionally, our
NCMx™ data platform makes cinema advertising more measurable, targetable and attributable than ever before. Our first and
second party data, including the valuable data derived from our owned and operated digital products, help us power our
Audience Accelerator product to better reach advertising clients’ target audiences with higher degrees of accuracy and measure
a variety of business outcomes more accurately.

Contractual theater circuit and advertiser relationships—Our exclusive multi-year contractual relationships with our

ESA Parties and network affiliates allow us to offer advertisers a national network with the scale, flexibility and targeting to
meet their marketing needs. Our exclusive contractual relationships with our content partners and courtesy PSA sponsors, as
well as our agreements to satisfy the ESA Parties’ on-screen marketing obligations to their beverage concessionaires, provide us
with a significant upfront revenue commitment, accounting for approximately 28.4% and 25.6% of our total revenue for the
years ended December 28, 2023 and December 29, 2022, respectively. In addition, our participation in the annual advertising
upfront marketplace has allowed us to secure significant annual upfront commitments from national advertisers looking to
secure premium cinema inventory. These upfront commitments accounted for approximately 27.9% and 30.4% of our total
revenue for the years ended December 28, 2023 and December 29, 2022, respectively.

Strong operating margins with limited capital requirements—Our annual operating income and Adjusted OIBDA
margins from our IPO through the year ended December 26, 2019 were consistently strong, ranging from approximately 33.1%
to 38.7% and 46.5% to 51.5%, respectively, over the previous five years. NCM LLC’s annual operating income and Adjusted
OIBDA margins were (69.6)% and 20.3%, and 2.8% and 23.0%, for the years ended December 28, 2023 and December 29,
2022, respectively, due to the impact of the Chapter 11 Case and the lingering impact of the COVID-19 pandemic on our
operations. Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a
discussion of the calculation of Adjusted OIBDA margin, which is a non-GAAP financial measure, and a reconciliation of
Adjusted OIBDA margin to operating income.

Our capital expenditures have ranged from approximately 2.9% to 3.5% of revenues over the five years through
December 26, 2019. NCM LLC’s capital expenditures were 2.0% and 1.7% of revenue for the years ended December 28, 2023
and December 29, 2022. For the year ended December 28, 2023, our capital expenditures and other investments were $5.3
million, of which $1.5 million were associated with digital product development; $2.0 million were associated with upgrades to
our existing systems related to the planned upgrade of our cinema advertising management system; $0.3 million were
associated with network affiliate additions; and $1.3 million were for certain implementation and prepaid costs associated with
Cloud Computing arrangements. Given the impact of the Chapter 11 Case and the COVID-19 pandemic on our operations, our
current focus is on cash containment and non-essential capital expenditures were reduced in recent years accordingly. Due to
the network equipment investments made in recent years by our ESA Parties and network affiliates in new and acquired
theaters, ESA provisions requiring the ESA Parties to make future investments for equipment replacements, and the scalable
nature of our Customer Experience Center and other infrastructure, we do not expect any necessary major capital investments to

grow our operations as our network of theaters continues to expand. As we continue to move our technology to cloud-based
Software as a Service (“SaaS”) platforms, we will continue to reduce our annual capital expenditure spending. However,
operating expenses associated with the SaaS licenses will continue to increase. Certain implementation costs of our SaaS
platforms were capitalized during the implementation period and are recognized within operating income over the term of the
SaaS contract once the systems are fully implemented.

Our Strategy

We are continuing to pursue a growth strategy that we believe will create significant value following the normalization

of our operations. Our strategy includes the following three key components:

Increase the Value of Cinema Media

We intend to drive an increase in value through innovation and optimization of our current product offering. Achieving
one of our key initiatives in this strategy, we introduced inventory following The Noovie® Show after the advertised showtime
within Cinemark following the 2019 ESA Amendments. This Post-Showtime Inventory consists of a total of five to ten minutes
depending upon the affiliate between the lights down segment beginning just after the advertised movie showtime and including
trailer lighting and the 30- or 60-second Platinum Spot deeply embedded within the movie trailers with trailer lighting and full
trailer volume. We believe this inventory constitutes prized and impactful ad spots and expect these improvements to increase
the value of the inventory that we can offer to our national clients. We believe our local and regional clients also benefit from
better inventory as their placement is closer to the advertised showtime. We introduced this new inventory at select network
affiliate theaters beginning in early 2020, continuing throughout 2021, 2022 and 2023, and plan to continue to work toward
expanding the portion of our network including this new inventory. Within the Regal Advertising Affiliate Agreement, effective
on July 14, 2023, we began advertising for five additional minutes after the posted showtime, as well. We believe this higher
value inventory, combined with an entertaining and engaging show program that is integrated with our Noovie digital
ecosystem, provides a unique cross-platform premium video product that will stand out in the media marketplace. We also
believe it will help mitigate the potential future impact of reserved seating on our business.

It is the Company’s intention to increase the number of affiliate theaters in our network showing the improved Noovie®

Show format followed by the premium Post-Showtime Inventory. While adoption across our affiliate network is expected to
take some time, 65.4% of our network affiliates are running our Post-Showtime Inventory as of December 28, 2023, which
including Regal and Cinemark, accounted for 34.6% of our total network attendance based on 2023 levels.

Our relationships with our exhibitors are a key focus of our business. Our Affiliate Partnerships team is dedicated to
serving the needs of our ESA Parties’ theater circuits and our 43 network affiliates nationwide as of December 28, 2023. We
plan to continue to expand our affiliate network by strategically targeting priority exhibitors who are not currently part of our
network and whose cinema advertising contracts we expect will be coming up for renewal in the next several years in order to
add key affiliates and screens in select markets. This will allow us to increase our revenue by increasing the number of
impressions we have available to sell to advertisers, extending our reach to additional markets to further improve our national
footprint for brands looking to reach those audiences and strengthening our reach in markets we are already in for greater
saturation in those DMAs. In September 2022, we entered into an exhibitor agreement with VIP Cinemas, a family-owned and
operated circuit of seventeen theaters across eight states.

Under the terms of the ESAs and Common Unit Adjustment Agreement with the ESA Parties and our network affiliate
agreements, all new theaters built or acquired (subject to existing advertising sales agreements) by the ESA Parties or network
affiliates will become part of our network. Including our ESA Parties and network affiliates, our net screens have increased in
seven out of the last ten fiscal years. We believe this expansion continues to improve our geographic coverage and enhances our
ability to compete with other national advertising mediums, which allows our exhibitor clients to maximize the advertising
value of their audiences.

In 2022, we launched several specialty networks to cater to specific audiences, including the Elevate Cinema Network, a

strategic sales partnership with Spotlight Cinema Networks which combined nearly 1,500 of our premier screens with
Spotlight’s existing premier network of over 1,200 screens. This combined network provides reach and recall to brands
targeting the upscale, educated, adult demographic with disposable income. We also created NCM Black Cinema Network and
NCM Hispanic Cinema Network in connection with NuTime Media, a Black-owned media sales representation company, to
better serve marketers looking to reach African-American and Hispanic audiences.

In 2023, we paired with Religion of Sports to cater to specific audiences for a new content partnership. Religion of

Sports develops sports content to cater towards the 18-34-year-old demographic, particularly fans of sports who are seeking to
consume their sports content in a shorter format outside of TV. This collaboration with NCM is the first of its kind for Religion
of Sports.

Also in 2022, we launched NCMx™, our data, insights, and analytics platform. Our valuable unique data records consist

of both our own NCM first-party data from our owned-and-operated digital products, as well as, a variety of key second- and

third-party data sets addressable consumer records. We believe NCMx has proven to be a highly successful tool in attracting
existing and new advertisers for NCM.

In 2023, we released a ground breaking study, conducted by Lumen, the leading technology company for attention
measurement, that concludes cinema is the number one media platform for consumers’ attention to advertising when measured
against all other video platforms, including TV, CTV, social media and digital ads. Other findings of this study included:

•

Cinema attention scores were four to seven times greater than all other video channels including TV, CTV, social
media and digital ads, across a variety of brands and categories;

Two and a half times more consumers watched ads playing in a movie theater compared to TV and CTV;

Consumers watched cinema ads for a longer duration compared to other video platforms; and

A direct correlation was found between attention metrics and brand recall and brand choice, meaning higher
attention metrics leads directly to enhanced performance of the advertising which can result in increased sales lift,
foot traffic and app downloads.

Diversify our Revenue Model

We are also reimagining The Noovie® Show as we strive to increase revenue and grow our advertiser base by

developing branded content, sponsorships and integration opportunities which also drive moviegoer engagement. We developed
and launched various segments in 2022 including The Noovie Trivia Show, Noovieverse, Perri’s Picks, Noovie Unwind and
Noovie Cultural Celebrations and entered into new collaborations in 2023 including those with iHeartMedia and Tastemade.
Our Noovie Studios in-house creative team develops and produces original storytelling content for advertisers for a fee, with
content tied to these new Noovie Show segments or fully customized based on brand needs.

We plan to expand upon NCMx™, our data-platform that allows us to meet the needs of today’s modern video
advertising marketplace. It is important that we accelerate the growth, scale, targeting and measurability of our theater audience
data to maintain a critical mass to be able to effectively use that audience data to deliver value to our clients. It is that scale that
we believe will make our NCM digital and data capabilities increasingly attractive to advertisers, especially to national brands
who buy both our national and regional inventory.

We also intend to enter into synergistic business opportunities. NCM's DOOH group serves to further unite brands with

the power of movies by extending movie-centric entertainment content, trivia and advertising beyond theaters to a variety of
complementary Digital Out-Of-Home platforms. NCM is now able to combine the strengths and effectiveness of Cinema,
Digital and Place-Based media together to create innovative, integrated campaigns that engage movie fans anytime and
anywhere through our partnerships with screens in convenience stores, college campuses and various restaurants.

Optimize Operation Effectiveness and Efficiency

We intend to ensure our technology infrastructure is built to support sustained revenue growth. Our first initiative in this

process is to further enhance our cinema advertising management system implemented in January of 2021 to allow for self-
serve programmatic purchasing for certain of our product offerings beginning with LEN. We finalized the functionality for
LEN in 2022 and released a beta version for local and national onscreen programmatic in late 2023 with a full launch
anticipated in 2024.

Intellectual Property Rights

We have been granted a perpetual, royalty-free license from the ESA Parties 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 our IPO and we own those improvements exclusively, except for improvements that were developed jointly by
us and the ESA Parties.

We have secured U.S. trademark registrations for NCM®, National CineMedia®, Noovie® and NCMx™. 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.

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 home page 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. The SEC also maintains a website that contains our
reports and other information at www.sec.gov.

Item 1A.

Risk Factors

Ownership of the common stock and other securities of the Company involves certain risks. You should carefully

consider the following material risks and other information in this document, including our historical financial statements and
related notes included herein. The material 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 NCM LLC’s Emergence from Bankruptcy

The ongoing effects of NCM LLC’s Chapter 11 Case, including the risks and uncertainties associated with bankruptcy, may
harm the Company’s business following emergence.

NCM LLC recently emerged from bankruptcy on August 7, 2023 (the “Effective Date”). The Company’s senior
management has been required to spend a significant amount of time and effort attending to the negotiation and execution of the
Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code
(as amended, modified, or supplemented from time to time, the “Plan”) instead of focusing exclusively on the Company’s
business operations. Risks associated with NCM LLC’s emergence from bankruptcy include the following:

•

Vendors or other contract counterparties could terminate their relationship with us or require financial assurances or
other enhanced performance commitments such as upfront payments;

The ability to renew existing contracts and compete for new business may be adversely affected;

It may be more difficult to attract, motivate, and retain key employees and executives;

Employees may have been distracted from the performance of their duties by matters related to the Chapter 11 Case;

Litigation with AMC and Cinemark regarding confirmation of the Plan could impact our relationship with AMC and
Cinemark or the terms of the Plan; and

Competitors may take business away from us, and our ability to attract and retain customers may be negatively
impacted.

We cannot accurately predict or quantify the impacts or adverse effects of the residual risk and uncertainties associated
with NCM LLC’s emergence, or the occurrence of one or more of these risks could have on our results of operations, financial
condition, business, and reputation.

The Company’s actual financial results following NCM LLC’s emergence from bankruptcy may not be comparable to the
Company’s historical financial information or to NCM LLC’s projections filed with the Bankruptcy Court.

The Company has historically consolidated NCM LLC’s financial statements, but upon the filing of the Chapter 11 Case

and in accordance with applicable GAAP, the Company concluded that NCM, Inc. no longer controlled NCM LLC for
accounting purposes as of April 11, 2023, the date on which NCM LLC filed its Chapter 11 Case and NCM LLC was
deconsolidated from the Company’s consolidated financial statements prospectively. On August 7, 2023, and subsequent to
NCM LLC’s emergence from bankruptcy, NCM, Inc. regained control of NCM LLC. The reconsolidation was treated for
accounting purposes as a business combination under ASC 805—Business Combinations and accordingly, the purchase price
was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, the
Effective Date. Accordingly, the Company’s future results of operations, financial condition and business may not be
comparable to the results of operations, financial condition and business reflected in our historical financial statements.

In connection with filings made with the Bankruptcy Court and as cleansing materials after negotiations with NCM

LLC’s creditors, the Company disclosed projected financial information regarding NCM LLC’s future prospects. Those
projections were prepared solely for the purpose of negotiations and the bankruptcy proceedings and have not been, and will not
be, updated on an ongoing basis and should not be relied upon by investors. At the time they were prepared, the projections
reflected numerous assumptions concerning our anticipated future performance with respect to prevailing and anticipated
market and economic conditions that were and remain beyond our control and that may not materialize. Projections are
inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and
competitive risks and the assumptions underlying the projections and/or valuation estimates may prove to be wrong in material

respects. Actual results may vary significantly from those contemplated by the projections. As a result, investors should not rely
on these projections.

There can be no assurance as to the effect that NCM LLC’s bankruptcy and emergence from Chapter 11 will have on its
relationships with its ESA Parties, vendors, network theater circuits, employees and customers.

There can be no assurance as to the effect that NCM LLC’s bankruptcy and emergence from Chapter 11 will have on its
ongoing relationships with its ESA Parties, vendors, network theater circuits, employees and customers. The Chapter 11 Case
required NCM LLC to forbear making payments to vendors for certain pre-petition goods and services until NCM LLC
assumed the underlying agreements. The delay of payments or non-payment due to provisions of the Bankruptcy Code may
have damaged underlying relationships with certain vendors and network theater circuits that may be difficult to repair.
Additionally, AMC and Cinemark, the ESA Parties, sought a stay of the Confirmation Order and the Regal Order in the
Bankruptcy Court, the District Court for the Southern District of Texas, and the Fifth Circuit Court of Appeals, all of which
denied the request. The consolidated appeals of the Confirmation Order and the Regal Order on the merits are pending in the
United States District Court for the Southern District of Texas. To the extent that any of these events result in the tightening of
payment or credit terms, increases in the price of supplied services, the loss of customers, the revision of contractual terms, or
loss of key employees, it could have a significant negative effect on the Company’s business, financial condition, liquidity and
results of operations.

Certain stockholders own a significant portion of our outstanding voting stock and a Director Designation Agreement
entered into with certain of NCM LLC’s previous creditors grants the right to appoint up to six of the nine directors on our
Board and may limit investors ability to influence significant corporate decisions.

As of August 7, 2023, Blantyre Capital Limited (“Blantyre Capital”), our largest stockholder, beneficially owns
26,664,349 shares of our common stock, representing approximately 27.5% of the Company’s shares outstanding as of
December 28, 2023. Additionally, the Company entered into a Director Designation Agreement (the “Designation Agreement”)
among the Company, the Consenting Creditor Designation Committee (the “Designation Committee”) and Blantyre Capital in
accordance with the Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must
be independent, by the Designation Committee and Blantyre Capital with up to two of the directors designated by Blantyre
Capital. The number of directors designated will vary based on the ownership level of the Consenting Creditors under the
Designation Agreement. As a result, the directors appointed by Blantyre and the Designation Committee could have significant
influence on corporate matters.

It is possible that the interests of the stockholders on the Designation Committee will not align with the interests of our
other stockholders. The concentration of ownership of our largest stockholders may also have the effect of delaying or
preventing a change in control and may not be fully aligned with the interests of other stockholders.

Upon NCM LLC’s emergence from bankruptcy, the composition of the Board of Directors has changed significantly.

Upon emergence from bankruptcy, five of the Company’s directors resigned and six new directors were appointed
pursuant to the terms of the Plan. The Company’s current directors have different backgrounds, experiences and perspectives
from those individuals who previously served on the Company’s Board of Directors during and prior to NCM LLC’s
bankruptcy, and the current Board of Directors may have different views on strategic initiatives and a range of issues that will
determine the future of the Company. As a result, the future strategy and plans of the Company may differ materially from
those of the past.

The Revolving Credit Facility 2023 contains restrictions and may not provide sufficient capital resources and flexibility for
the Company in the future.

On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement with the lenders party thereto

and CIT Northbridge Credit LLC (the “Revolving Credit Facility 2023”). The Revolving Credit Facility 2023 matures on
August 7, 2026, contains customary representations, warranties, covenants, events of default, terms and conditions, including
limitations on liens, incurrence of debt, mergers and significant asset dispositions, and a maximum revolving credit line
capacity of $55.0 million. The revolving credit line availability under the Revolving Credit Facility 2023 is calculated by
reference to the total amounts of NCM LLC’s accounts receivable. The restrictions in the Revolving Credit Facility 2023 may
restrict NCM LLC from taking actions, distributing cash, or entering into agreements to raise additional capital, and the
availability of the Revolving Credit Facility 2023 may vary and be insufficient for NCM LLC’s needs, particularly in the event
of an economic downturn. The Company’s future capital resource and flexibility needs are difficult to predict at this time and
will depend on (i) NCM LLC’s ability to comply with the terms and conditions of the Revolving Credit Facility 2023, (ii)
ability to general sufficient cash flow from operations, and (iii) future strategic initiatives.

The market price of our common stock is subject to volatility.

On August 3, 2023, the Company effected a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01

per share. The reverse stock split reduced the number of outstanding shares of the Company’s common stock from 174,112,385
shares as of August 3, 2023, to 17,411,323 shares outstanding post-split. On August 7, 2023, the Effective Date, the Company
issued 83,421,135 shares of the Company’s common stock to holders of secured debt claims as provided in the Plan and under
the terms of the Regal Termination Agreement, Regal surrendered 4,068,381 shares of common stock for cancellation. As of
December 28, 2023, there were 96,837,039 shares outstanding. The liquidity and market price of our common stock will
depend on our results of operations and financial condition, expectations regarding our future prospects, the number of shares
that NCM LLC’s previous holders of secured debt claims sell into the market, among other various factors. The market price
for our common stock may be volatile until the market normalizes and is able to take into account all of the new information
related to NCM LLC’s emergence and other factors.

Risks Related to Our Business and Industry

Significant declines in theater attendance could reduce the attractiveness of cinema advertising and could reduce our
revenue.

Our business is affected by the level of attendance at the theaters in our advertising network that operate in a highly
competitive industry and whose attendance is reliant on the presence of motion pictures that attract audiences. Over the 10 years
prior to the outbreak of the novel corona virus or COVID-19 in 2020 (the “COVID 19 Pandemic”), theater attendance has
fluctuated from year to year but on average has remained relatively flat. The value of our advertising business could be
adversely affected by a decline in theater attendance or even the perception by media buyers that our network is no longer
relevant to their marketing plan due to the decreases in attendance and geographic coverage.

The COVID-19 Pandemic also led to several changes impacting patron attendance at theaters including studios electing

to shorten or eliminate the “release window” between the release of major motion pictures to alternative delivery methods or
released motion pictures directly to alternative delivery methods bypassing the theater entirely. Certain patrons also avoided
crowds and other public indoor spaces and governments restrictions impacted the ability of theaters to operate at normal
capacity. While consumers have largely returned to pre-COVID-19 Pandemic behavior, it is unknown how future pandemics or
epidemics will influence behavior. Additional factors that could reduce attendance at our network theaters include the
following:

•

if NCM LLC’s network theater circuits cannot compete with other entertainment due to an increase in the use of
alternative film delivery methods (and the shortening or elimination of the “release window” of major motion pictures
bypassing the theater entirely), including network and online video streaming and downloads;

theater circuits in NCM LLC’s network are expected to continue to renovate auditoriums in certain of their theaters to
install new larger, more comfortable seating or adjust seating arrangements, reducing the number of seats and the
audience size in a theater auditorium. These renovations have been viewed favorably by patrons and many theater
circuits have noted an intent to continue such renovations;

changes in theater operating policies, including the number and length of trailers for films that are played prior to the
start of the feature film, which may result in most or all of The Noovie® Show starting further out from the actual start
of the feature film;

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

the success of first-run motion pictures, which depends upon the number of films produced for theater exhibition and
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;

if political events, such as terrorist attacks, or health-related epidemics, such as flu outbreaks and pandemics, such as
the COVID-19 Pandemic, cause consumers to avoid movie theaters or other places where large crowds are in
attendance;

the film production process may be impacted by production delays, writers’ or actors’ strikes, such as those that took
place in 2023, incidents on sets, government regulation, or other factors that could limit the number of films available
and cause films to be delayed;

government regulations or theater operating policies that require higher levels of social distancing, restriction of
capacity or prohibition of operations;

if the theaters in our network fail to maintain and clean their theaters and provide amenities that consumers prefer;

•

if future theater attendance declines significantly over an extended time period, one or more of NCM LLC’s network
theater circuits may face financial difficulties and could be forced to sell or close theaters or reduce the number of
screens it builds or upgrades or increase ticket prices; and

NCM LLC’s network theater circuits also may not successfully compete for licenses to exhibit quality films and are
not assured a consistent supply of motion pictures.

Any of these circumstances could reduce our revenue because our national and regional advertising revenue, and local

advertising revenue to a lesser extent, depends on the number of theater patrons who attend movies. Additionally, if attendance
underperforms against expectations or declines significantly, the Company will be required to provide additional advertising
time (makegoods) to national advertisers to reach agreed-on audience delivery thresholds. Certain of these circumstances can
also lead to volatility within our utilization, which typically varies more than 10% on an annual basis and even more
substantially quarter-to-quarter.

Pandemics, epidemics or disease outbreaks, such as the COVID-19 virus, have disrupted and are continuing to disrupt our
business and the business of NCM LLC’s network theaters, which has and could continue to materially affect our
operations, liquidity and results of operations.

Pandemics or disease outbreaks such as the COVID-19 virus, including variants, have and are continuing to disrupt our

business and the business of NCM LLC’s network theaters. There can be no assurance that the COVID-19 Pandemic and
associated impacts will not return in the future, or a future pandemic will not lead to public safety restrictions or consumer
behavior that will negatively impact our business, advertiser sentiment, or audience attendance.

In-theater advertising revenue and overall theatrical attendance has remained below historical levels since the start of the

COVID-19 Pandemic even though certain released films achieved attendance that was comparable to levels prior to the
COVID-19 Pandemic. The uncertainty around attendance and film release plans created by the COVID-19 pandemic also
limited our ability to participate in the annual advertising upfronts impacting our typical mix of upfront and scatter revenue. We
believe that the exhibition industry has historically fared well during periods of economic stress, and we remain optimistic,
though cannot guarantee, that the theatrical business and attendance figures will continue to rebound. However, the ultimate
significance of the COVID-19 Pandemic or other future pandemics, on our business is still unknown. We are monitoring the
rapidly evolving situation and its potential impacts on our financial position, results of operations, liquidity and cash flows.

Due to the impacts to our operations, we were required to take drastic measures to ensure our business survived the

COVID-19 Pandemic, including furloughing and terminating employees, extending payment terms on accounts payable, and
reducing or delaying planned operating and capital expenditures. The ultimate impact of these actions following NCM LLC’s
emergence from bankruptcy on our operations in the future remains to be seen, including increased difficulties in accessing
lending or capital markets or other sources of liquidity, increased employee turnover or litigation, actual or potential impairment
charges, and advertisers perception and willingness to invest with us. Additionally, many of our network’s theaters were also
required to take significant actions during the COVID-19 Pandemic and these actions may lead to decreased attendance in the
future and may cause financial distress, including the Cineworld Proceeding, described further below. Even the perception that
our business or the business of network’s theaters may be impacted, could lead to decreased advertising expenditures and other
significant disruption to our business. Future pandemics could require us to implement measures similar to those implemented
in response to the COVID-19 Pandemic.

Changes in theater patron behavior could result in declines in the viewership of The Noovie® Show which could reduce the
attractiveness of cinema advertising and our revenues.

The value of our national and regional on-screen advertising and to a lesser extent our local advertising is based on the

number of theater patrons that are in their seats and thus have the opportunity to view The Noovie Show. Trends in patron
behavior that could reduce viewership of The Noovie Show include the following:

•

theater patrons are increasingly purchasing tickets ahead of time via online ticketing mediums and when available
reserving a seat in the theater (offered in a significant percentage of our network), which could affect how early
patrons arrive to the theater and reduce the number of patrons that are in a theater seat to view most or all of The
Noovie® Show;

during the COVID-19 Pandemic, certain consumers changed their behavior in order to avoid large groups and other
public indoor activities, and these behavior changes could become a long-term trend;

certain theater chains have increased the number of trailers and time devoted to other programming prior to the display
of the feature film, and in combination with our Post-Showtime Inventory, may cause patrons to arrive later to theaters
and reduce the number of patrons that are in a theater seat to view most or all of The Noovie Show; and

changes in theater patron amenities, including bars and entertainment within exhibitor lobbies causing increased dwell
time of patrons.

National advertising sales and rates are dependent on the methodology used to measure audience impressions. If a

change is made to this methodology that reflects fewer audience impressions available during the show, this could adversely
affect the Company’s revenue and results of operations.

Changes in the ESAs with, or lack of support by, the ESA Parties could adversely affect our revenue, growth and
profitability.

The ESAs with the ESA Parties are critical to our business. The ESA with AMC has an initial term of 30 years and the

ESA with Cinemark (as amended by the 2019 ESA Amendment) has a term of 34 years, each such term beginning February 13,
2007. Each ESA provides NCM LLC with a five-year right of first refusal for the services that it provides to the ESA Parties,
which begins one year prior to the end of the term of each respective ESA. The ESA Parties’ theaters represent approximately
52.0% of the screens and approximately 72.4% of the attendance in our network as of December 28, 2023. If either ESA were
terminated, not renewed at its expiration, rejected in a bankruptcy proceeding, or found to be unenforceable, it could have a
material negative impact on our revenue, profitability and financial condition.

The ESAs require the continuing cooperation, investment and support of the ESA Parties, the absence of which could
adversely affect us. Pursuant to the ESAs, the ESA Parties must make investments to replace network equipment within their
theaters and equip newly constructed theaters with digital network equipment. If the ESA Parties do not have adequate financial
resources or operational strength, and if they do not replace equipment or equip new theaters 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. In addition, the ESAs give the ESA Parties the right to object to
certain content in The Noovie® Show, including content that competes with us or the applicable ESA Party. If the ESA Parties
do not agree with our decisions on what content, strategic program or partnerships are permitted under the ESAs, we may lose
advertising clients and the resulting revenue, which would harm our business.

Following NCM LLC’s emergence from bankruptcy, neither AMC nor Cinemark holds any membership units in NCM

LLC, but are eligible to be issued additional units pursuant to the terms of the Common Unit Adjustment Agreement. We are
uncertain how the lack of ownership interest in NCM LLC and limited ownership at NCM, Inc. may affect their cooperation
with us under the ESAs or otherwise going forward. Additionally, following the approval of the bankruptcy court authorizing
NCM LLC’s entry into the Regal Advertising Agreement and the Regal Termination Agreement (the “Regal Order”) and
approval of the Confirmation Order approving NCM LLC’s disclosure statement on a final basis and confirming NCM LLC’s
Plan (the “Confirmation Order”), AMC and Cinemark filed notice of appeal of the Confirmation Order and the Regal Order.
Subsequently, AMC and Cinemark sought a stay of the Confirmation Order and Regal Order in the Bankruptcy Court, the
District Court for the Southern District of Texas, and the Fifth Circuit Court of Appeals, all of which denied the request. The
consolidated appeals of the Confirmation Order and the Regal Order on the merits are pending in the District Court for the
Southern District of Texas. We are uncertain how this litigation will impact AMC and Cinemark’s willingness to cooperate
under the ESAs or how long the litigation may last.

If the non-competition provisions of the ESAs or other advertising agreements are deemed unenforceable, the

counterparties could compete against us and our business could be adversely affected.

With certain limited exceptions, each of the ESAs and other network affiliate agreements prohibits the applicable
counterparty from engaging in any of the business activities that we provide in the counterparty’s theaters under the ESAs and
network affiliate agreements, and the ESAs and certain network affiliate agreements prohibit the counterparty from owning
interests in other entities that compete with us. These provisions are intended to prevent the counterparties from harming our
business by providing cinema advertising services directly to their theaters or by entering into agreements with other 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, including the type of court hearing the matter. 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 and
network affiliate agreements. If a court were to determine that the non-competition provisions are unenforceable, the
counterparties 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 and could have a material negative impact on our business. If NCM seeks to enforce the non-competition provisions in
connection with a counterparty’s bankruptcy, the bankruptcy court may be a less favorable venue for adjudicating the
implicated provisions and result in a different outcome than would occur outside of bankruptcy.

The ESA with an ESA Party that has declared bankruptcy may be rejected, renegotiated or deemed unenforceable.

On September 7, 2022, Cineworld Group plc, the parent company of Regal, and certain of its subsidiaries, including

Regal, Regal Cinemas, Inc., formerly a party to an ESA, and Regal CineMedia Holdings, LLC, formerly a party to other
agreements with NCM LLC and NCM, Inc., filed petitions for reorganization under Chapter 11 of the United States Bankruptcy
Code in the Southern District of Texas (the “Cineworld Proceeding”). In addition, each of the other ESA Parties currently has a
significant amount of indebtedness. As a result of the COVID-19 Pandemic, all of the theaters in NCM LLC’s network were
temporarily closed and were required to seek additional financing through various methods. If a bankruptcy case were
commenced by or against another ESA Party, it is possible that all or part of the ESA with the applicable ESA Party 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 ESA Party, and thus not be enforceable. On October 21, 2022, Regal filed a motion to reject its ESA without specifying
an effective date for the rejection and indicated that Regal intended to negotiate with the Company regarding the ESA. NCM
LLC filed a complaint against Regal seeking declaratory relief and an injunction prohibiting Regal from breaching certain
exclusivity, non-compete, non-negotiate and confidentiality provisions in the ESA by entering into a new agreement with a
third-party or bringing any of the services performed by NCM LLC in-house. Following negotiations, NCM LLC and Regal
entered into a Network Affiliate Transaction Agreement (the “Regal Advertising Agreement”) and a separate termination
agreement, pursuant to which, effective on July 14, 2023, Regal rejected and terminated its ESA, and Regal waived all rights
and interests in the other agreements Regal and its affiliates were a party to with NCM LLC. In the event another ESA Party
declares bankruptcy, NCM LLC may be required to litigate its rights and negotiate with the bankrupt ESA Party.

In addition, as a part of the Cineworld Proceeding, Regal announced plans to optimize the number of theaters it operates

and announced the closures of certain theaters. Should Regal or another ESA Party liquidate or dispose of theaters or remove
theaters 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 theaters the number of theaters 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.

We may not realize the anticipated benefits of additional Post-Showtime inventory or be successful in increasing the number
of theaters in which NCM LLC has the right to display Post-Showtime inventory.

Beginning with the 2019 ESA Amendment with affiliates of Cinemark in 2019, NCM LLC is entitled to display up to
five minutes of The Noovie® Show after the scheduled showtime of a feature film and a Platinum Spot that is either 30 or 60
seconds of The Noovie Show in the trailer position directly prior to the “attached” trailers preceding the feature film in
Cinemark and certain other network affiliates’ theaters. The Regal Advertising Agreement also provides for (i) up to ten
minutes immediately after the advertised showtime of a feature film, extending the time available to NCM LLC by five
minutes, and (ii) the Platinum Spot that may be exhibited on-screen prior to the last two trailers, which may be either thirty or
sixty seconds in length. Subject to Regal’s approval, NCM LLC may display two thirty-second spots in the Platinum Spot and a
Gold Spot, a thirty second spot displayed immediately prior to the fourth trailer preceding a feature film or digital programming
event.

We expect that Post-Showtime Inventory will ultimately result in an increase in average CPM, revenues and Adjusted
OIBDA, however we may not realize any or all such benefits. Potential difficulties and uncertainties that may impair the full
realization of the anticipated benefits include, among others:

•

the behavior of theater patrons may change in response to the display of a portion of The Noovie® Show after the
advertised showtime, or in response to the combination of advertising and trailers before the start of the feature film,
resulting in a reduction to the number of patrons that are in a theater seat to view most or all of The Noovie Show;

potential advertisers may not view the Post-Showtime Inventory as attractive due to inability to run across our entire
network or view it as a premium advertising opportunity and the average CPMs for The Noovie Show may not
increase as much as anticipated, or at all;

NCM LLC may not be able to generate sufficient revenue to satisfy any minimum guarantees required to enter into
agreements for Post-Showtime inventory or sufficient minimum average CPMs required to display the Platinum Spot
in Cinemark’s theaters;

the extended length of time between the advertised showtime and the beginning of the feature film may decrease the
average CPM for that portion of The Noovie Show appearing before the advertised showtime, which may partially or
fully offset any increase in average CPM for the Post-Showtime Inventory; or

the increased fees payable in connection with the Post-Showtime Inventory with certain counterparties may exceed the
increase, if any, in revenue resulting from the access to the Post-Showtime inventory.

There can be no assurance that we will be successful in increasing the number of theaters in which NCM LLC has the

right to display Post-Showtime Inventory

The anticipated benefits we expect to receive as a result of the Post-Showtime Inventory are subject to factors that we do
not and cannot control. Failure to realize the anticipated benefits could result in decreases in revenue and Adjusted OIBDA and
diversion of management’s time and energy, and could adversely affect our business, financial condition and operating results.

Our plans for developing additional digital or digital out-of-home revenue opportunities may not be implemented and may
not be achieved.

We have invested significant resources in pursuing potential opportunities for revenue growth, which we describe under

“Business—Our Strategy.” We had 703.3 million and 374.4 million unique data records as of December 28, 2023 and
December 29, 2022, respectively. These valuable data records consist of both our own NCM first-party data from our owned-
and-operated digital products, and a variety of key second- and third-party data addressable consumer records, including
location-based data that allows us to track when our audiences go to the movie theater to see The Noovie Show and where they
go in the days and weeks afterwards. Our ability to increase our unique data records requires us to invest in third-party
relationships, to comply with evolving privacy and data security laws, rules and regulations and to develop innovative digital
properties that will increase the number of users of our online and mobile entertainment and advertising network and mobile
apps. Our ability to collect and leverage movie audience data is under increasing competitive and regulatory pressure and may
be negatively impacted by changes to advertising technology, platform operator policies and privacy laws and regulation and
may not deliver the future benefits that we are expecting. It is important that we maintain a critical mass of audience data to
make our digital offering more attractive to advertisers, including national brands who buy both our national and regional
advertising inventory.

Our digital out-of-home business remains at an early stage and is under significant competitive pressure with the
proliferation of available alternatives in the digital out-of-home space and may not deliver the future benefits that we are
expecting. If we are unable to develop relationships and advertising that is relevant to the marketplace that can be integrated
with our core on-screen advertising products, and if these offerings are not attractive to our advertisers, then the digital out-of-
home business may not provide significant revenue or a method to help expand our cinema advertising business as it matures.
As such, there can be no assurance that we will recoup our investments made pursuing this business.

If we are unable to execute on products relevant to the marketplace or integrate these digital and digital out-of-home

marketing products with our core on-screen and theater lobby products, or if these offerings or other data sources do not
continue or are unable to provide relevant data or to grow in importance to advertising clients and agencies, they may not
provide a way to help expand our advertising business as it matures and begins to compete with new or improved advertising
platforms including online and mobile video services. As such, there can be no assurance that we will recoup our investments
made pursuing additional revenue opportunities.

The personal information we collect and maintain through our online and mobile services, as well as from third-party
sources, may expose us to liability or cause us to incur greater operating expenses.

We collect personal information from users of our websites or apps, including those users who establish accounts, or

users who view certain advertising displayed through our online and mobile services. We receive certain personal information
regarding consumers who enter the theaters in our network, including places visited before entering the theater and after leaving
the theater, from third parties to supplement or enhance the information we collect and maintain about users of our online and
mobile services or individuals who view advertising or enter theaters. We also collect personal information relating to
individuals who are job applicants, employees, stockholders, directors, officers and independent contractors of NCM, as well as
emergency contact information they provide. In addition, we collect personal information relating to employees, owners,
directors, officers and independent contractors of other organizations within the context of conducting due diligence regarding
or providing or receiving a product or service to or from such organization. The collection and use of this information is
governed by applicable privacy, information security and consumer protection laws and regulations that continue to evolve and
may be inconsistent from one jurisdiction to another. Compliance with all such laws and regulations may increase our operating
costs and adversely impact our ability to offer our clients advertising targeted to moviegoer demographics or to interact with
users of our online and mobile services, and could result in legal liability. For example, the failure, or perceived failure, to
comply with applicable privacy information security or consumer protection-related laws or regulations or our posted privacy
policies could result in actions against us by governmental entities or others. If an actual or perceived breach of our data occurs,
we could incur significant costs notifying affected individuals and providing them with credit monitoring services. The market
perception of the effectiveness of our security measures could also be harmed, and we could lose users of these services and the
associated benefits from gathering such user data.

Changes in laws, regulations or rules relating to privacy, data security, 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 statutes, regulations and rules may impact our business as a result of our online or mobile services and our

use of personal information we receive from third parties. For example, privacy laws that have passed or are being
contemplated give, or will give, individuals additional rights with regards to the collection, use, access to, correction, deletion,

selling, sharing and protection of their personal information and sensitive personal information. The costs of compliance with
privacy laws, regulations and rules 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 claims, adverse rulings or
damages, the reduction or elimination of features, functionality or content from our online or mobile services, or our inability to
use unique data records effectively. Likewise, any failure on our part to comply with these and other regulations may subject us
to additional liabilities.

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 video advertising in the U.S.

and thus, we must compete with established, larger and better known national and local media platforms such as cable,
broadcast and satellite television networks, ad supported video-on-demand and other video media platforms. In addition to these
video advertising platforms, we compete for advertising directly with additional media platforms, including digital advertising
providers, online, digital out-of-home and mobile, radio, various local print media and billboards, and other cinema advertising
companies. We expect all of these competitors to devote significant effort to maintaining and growing their business, which
may be at our expense. We also expect existing competitors and new entrants to the advertising business, most notably the
online, digital out-of-home and mobile advertising companies and ad supported video-on-demand platforms, to constantly
revise and improve their business models to meet expectations of advertising clients. In addition, the pricing and volume of
advertising may be affected by shifts in spending toward digital platforms from more traditional media, or toward new ways of
purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local
advertising posts and advertising exchanges, some or all of which may not be as advantageous to the Company as current
advertising methods. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions, as well as
budgeting and buying patterns. A decline in the economic prospects of advertisers, industries, such as retail or consumer
products, or the economy in general could alter current or prospective advertisers’ spending priorities, including changes in
prospects caused by inflationary pressures, pandemics or other events. If we cannot respond effectively to media marketplace
changes, advertising market changes, new entrants or advances by our existing competitors, our business may be adversely
affected.

Additionally, the number of films and mix of film ratings of the available motion pictures, such as the proportion of G
and PG rated films or a shift in the types and numbers of films being shown in theaters, could cause advertisers to reduce their
spending with us as the theater patrons for the available films may not represent those advertisers’ target markets.

Advertising demand also impacts the price (CPM) we are able to charge our clients. Due to increased competition,
combined with seasonal marketplace supply and demand characteristics, we have experienced volatility in our pricing (CPMs)
over the years, with annual national CPM increases (decreases) ranging from (4.2%) to 23.6% from 2015 to 2023 (excluding
2020).

If we do not continue to upgrade our technology, our business could fail to grow and revenue and operating margins could
decline.

In early 2021, we implemented a new cinema advertising management system which was developed by a third-party

vendor. This system replaced many of our internally developed systems and provides delivery optimization, inventory
management and monetization, intelligent dynamic scheduling, increased flexibility, and workflow automation. The system also
interfaces with our accounting system thus driving client invoicing and revenue recognition. Given the pervasive impact of this
new system on the Company's processes, problems with the system and software could cause operational difficulties, lead to
errors within our financial reporting and slow or prevent the growth of our business in the future. As we continue to move our
technology to cloud-based SaaS platforms, our operating results may be impacted as operating expenses associated with the
SaaS licenses may increase as our annual capital expenditure spending may decrease and this shift in costs may exceed our
current estimates.

If our cinema advertising management system does not successfully provide all of the services we expect, if we are
unable to continue to successfully and cost-effectively implement further upgrades to the system, including a programmatic
advertising sales option currently in progress, or if we lose access to the system through termination of the agreement or
otherwise, our ability to offer our clients innovative, unique, integrated and targeted marketing products may be impacted,
which could limit our future revenue growth. The failure to upgrade and maintain our technology allowing our advertising to
reach a broader audience and allow for more targeted marketing products similar to other products in the inventory could hurt
our ability to compete. Under the ESAs, the ESA Parties are required to provide technology that is consistent with that in place
at the signing of the ESA. We may request that the ESA Parties or other theaters in our network upgrade the equipment or
software installed in their theaters, but we must negotiate as to the terms of such upgrade, including cost sharing terms, if any. 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 that could adversely affect our profitability.

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 volatility at times. A decline in consumer spending in

the U.S. may lead to decreased demand for our services or delay in payments by our advertising clients. 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;

declining attendance and thus a decline in the impressions available for The Noovie Show;

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
clients;

client financial difficulty and increased risk of uncollectible accounts; or

financial difficulty for NCM LLC’s network theaters.

Our Adjusted OIBDA is derived from high margin advertising revenue. Our contractual costs will grow over time, and the
reduction in spending by or loss of a national advertiser or group of local advertisers or failure to grow our advertising
revenue in line with these costs could have a meaningful adverse effect on our business.

The ESAs and certain of our network affiliate agreements include automatic annual cost or fee increases. The theater

access fees under the ESAs are composed of a fixed payment per patron, increasing by 8% every five years, and a fixed
payment per digital screen connected to the DCN, increasing annually by 5%, and certain of our network affiliate agreements
include annual increases in the minimum fee per patron payable. If NCM LLC further amends the ESAs or network affiliate
agreements in response to market conditions or in connection with the bankruptcy of a counterparty, the costs could increase. If
we are unable to grow our high margin advertising revenue at a rate at least equal to that of our contractual obligations, our
margins and results would be negatively affected.

We generate all of our operating income and Adjusted OIBDA from our high margin advertising business. Advertisers

will not continue to do business with us if they believe our advertising medium is ineffective, unpredictable or overly expensive
or lacks sufficient scale. In addition, large advertisers generally have set advertising budgets, of which cinema advertising may
only be a small portion. Reductions in the size of advertisers’ budgets due to local or national economic trends, epidemics,
pandemics, other natural disasters or similar events, a shift in spending to other advertising mediums, perception of uncertainty
in advertising mediums, or other factors could result in lower spending on our advertising inventory. Advertisers are spending
in the scatter market closer to the start date of their advertising campaign. A substantial portion of our advertising revenue
relates to contracts with terms of a month or less, and clients have many video media choices and can adjust where ads are
placed up until their airdates without the risk of securing desired impressions. We have previously been successful in securing
favorable upfront advertising agreements, but as advertising spending shifts in the scatter market closer to the start date of
advertising campaigns, our ability to maintain high CPMs in the upfront markets may decrease. 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. Even the loss of a small number of clients on large contracts that we are not able to replace would
negatively affect our results.

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

We derive a significant portion of our revenue from our contracts with our content partners, courtesy PSAs and the ESA

Parties’ agreements to purchase on-screen advertising for their beverage concessionaires. We are not direct parties to the
agreements between the ESA Parties’ and their beverage concessionaires but expect that each ESA Party will have an
agreement with a beverage concessionaire to provide advertising for the foreseeable future. The Company had no agencies
through which it sourced advertising revenue that accounted for more than 10% of the Company’s gross outstanding receivable
balance as of December 28, 2023. As of December 29, 2022 there was one advertising agency group through which the
Company sources national advertising revenue that accounted for 13.0% of the Company’s outstanding gross receivable
balance. During the years ended December 28, 2023 and December 29, 2022, the Company had one customer that accounted
for 11.2% and 12.9%, respectively, of the Company's revenue. Because we derive a significant percentage of our total revenue
from a relatively small number of large companies, the loss of one or more as a customer could decrease our revenue and
adversely affect current and future operating results.

Our contracts for theater advertising allow certain counterparties to engage in activities that might compete with certain
elements of our business, which could reduce our revenue and growth potential.

The ESAs and network affiliate agreements contain certain limited exceptions to our exclusive right to use the
counterparties’ theaters for our advertising business. Certain counterparties 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). NCM has limited rights or does not have the right to
advertise in certain theater lobbies or agreed to allow the counterparty to sell certain types of inventory on their own behalf.
Some of these strategic marketing relationships can include the use of on-screen, 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 theater circuit or the movie-going experience and some of these exceptions are broader. The use of
LEN or lobby promotions or other inventory by the theater counterparties for these advertisements and programs could result in
the theater counterparties creating relationships with advertisers that could adversely affect our advertising revenue and
profitability, as well as the potential we have to grow that advertising revenue in the future. In particular, the LEN and lobby
promotions represented approximately 0.9% and 0.8% of our total advertising revenue for the year ended December 28, 2023
and December 29, 2022, respectively.

The ESA Parties also have the right to install a network of video monitors in the theater lobbies in excess of those

required to be installed for the LEN, and this right has been used to install a significant number of video monitors in theater
lobbies. The presence of this additional lobby video network 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.

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

Our success depends in part upon the retention of our experienced senior management with specialized industry, sales

and technical knowledge or industry relationships. Following the resignations of certain members of our senior management in
2021 and 2020, in 2021 we appointed a new President of Sales, Marketing and Partnerships, Chief Financial Officer, and
General Counsel. If we are not able to find qualified internal or external replacements for critical members of our senior
management team, the loss of these key employees could have a material negative impact on our ability to effectively pursue
our business strategy and our relationships with advertisers, exhibitors, media and content partners. While the Company was
able to retain our senior management during the uncertainty caused by the Chapter 11 Case, there is no guarantee that the
Company will continue to be able to recruit experienced replacements, or that the Company will not be required to institute
additional retention or incentive programs in order to retain senior management. We do not have key-man life insurance
covering any of our employees.

The ESA Parties and our network affiliates are subject to substantial government regulation, which could limit their current
business, slow their future growth of locations and screens and in turn impact our business and slow our growth prospects.

The ESA Parties and our network affiliates are subject to various federal, state and local laws, regulations and
administrative practices affecting their movie theater business, including provisions regulating antitrust, health, safety and
sanitation standards (including in connection with the COVID-19 Pandemic or other public health events), access for those with
disabilities, environmental, and licensing. Some of these laws and regulations also apply directly to us and NCM LLC. Changes
in existing laws or implementation of new laws, regulations and practices could have a significant impact on the ESA Parties’,
our network affiliates’ and our respective businesses. For example, during a portion of the COVID-19 Pandemic, health and
safety laws restricted the ability of the ESA Parties and network affiliates from opening their theaters and operating at full
capacity, which significantly impacted their and our businesses.

We may be unable to effectively manage changes to our business strategy to continue the growth of our advertising
inventory and network.

If we do not effectively implement our strategy, we may not be able to continue our historical growth. To effectively

execute on our strategy to expand our digital offerings and continue to grow our inventory, we will need to develop additional
products or obtain access to third-party digital inventory. These enhancements and improvements could require an additional
allocation of financial and management resources and acquisition of talent. High turnover, loss of specialized talent or
insufficient capital could also place significant demands on management, the success of the organization, and our strategic
outlook. Our ability to invest in our existing digital business, our new digital out-of-home business and other ventures has been
and will continue to be negatively impacted by the COVID-19 Pandemic, NCM LLC’s Chapter 11 Case, and the current
industry and economic environment, which may decrease the growth of these businesses.

The amount of in-theater inventory we have to sell is limited by the length of The Noovie® Show. In order to maintain
in-theater growth we will need to expand the number of theaters and screens in our network. If we lose a significant number of
theaters or are unable to expand our network, our revenue and operating results could be adversely impacted.

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

In order to conduct our business, we rely on information technology networks and systems, including those managed
and owned by third parties, to process, transmit and store electronic information and manage and support business processes
and activities. The temporary or permanent loss of our computer equipment, networks, data or software systems through
ransomware, data exfiltration, and other cyberattacks and other security threats, termination of a material technology license or
contract, operating malfunction, software virus, human error, natural disaster, power loss, terrorist attacks or other catastrophic
events could disrupt our operations and cause a material negative impact and the steps that we have taken to mitigate these risks
may prove to be ineffective. Although the Company maintains robust procedures, internal policies and technological security
measures to safeguard its systems, including disaster recovery systems separate from our operations, robust network security
and other measures to help protect our network from unauthorized access and misuse, and a cyber-security insurance policy, the
Company’s information technology systems or systems of the ESA Parties, network affiliates or third-party service providers
could be penetrated by internal or external parties intent on extracting information, corrupting information, stealing intellectual
property or trade secrets, or disrupting business processes. For example, some of our software vendors have previously
announced that their systems were infected with malicious software, which might have impacted customers, including NCM.
While NCM took prompt action to address the potential vulnerability and does not believe that there were any adverse
consequences, there is no guarantee that future hacks and attacks on our network, including those through third parties, will be
unsuccessful or resolved without damage to us or our customers. NCM has also been the target of numerous cyber attacks that
NCM’s cyber security teams were able to identify and resolve prior to any significant impact on the Company, but future
attacks may use methods that our cyber security team is not able to identify, or our cyber security team may not identify the
attacks prior to the compromise of our systems or data. Techniques used by cyber criminals to obtain unauthorized access,
disable or degrade services, or sabotage systems evolve frequently and may not immediately be detected, and we may be unable
to implement adequate preventative measures. Additionally, we are reliant on third parties for back-up, disaster recovery, and
other preventative systems that have failed in the past, may fail in the future, and we are periodically required to obtain
replacement services and migrate data, which may result in temporary lapses of protection and increased risk of disruption or
data loss. Depending on the nature and scope of a disruption, if any technology network or systems fail and we are unable to
recover in a timely manner, we may be unable to fulfill critical business functions, which could lead to a loss of clients and
revenue, harm our reputation or interfere with our ability to comply with financial reporting and other regulatory requirements.

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, the shift in spending of a major client from one quarter to another, the 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 annual results. 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, which have historically been higher during the second, third, and fourth fiscal
quarters. 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 or the same quarter in prior years and may not be indicative of our financial
performance in subsequent quarters. Additionally, the bankruptcy of one of NCM LLC’s significant network theater circuits, or
negative news regarding the theater industry, cinema advertising generally or us could lead to increased volatility in revenue
from quarter to quarter. These variations in our financial results could contribute to volatility in our stock price.

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, or otherwise may be affected by our efforts to
protect our intellectual property or restrictions or obligations in third-party licenses.

Our business uses a variety of intellectual property rights, including copyrights, trademarks, trade secrets, domain names

and patents or patentable ideas in the provision of our advertising services, the websites we operate at ncm.com and
Noovie.com, our digital gaming products including Noovie Trivia and the features and 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 (including through open-source licenses), to conduct our business and provide our in-theater,
online, mobile and creative services. We may incur expenses, some of which may be significant, in developing, protecting,
maintaining, and defending our intellectual property rights or licensing intellectual property from third parties.

In some instances, we may not be able to or may choose not to protect, maintain, or defend our intellectual property

rights or 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.

We may discover that our business or the technology or methods we use to operate our business infringes patent,
trademark, copyright, publicity rights, or other intellectual property rights owned by others or is otherwise negatively impacted

by restrictions imposed by or obligations under third-party intellectual property licenses. In addition, our competitors or others
may claim rights in patents, trademarks, copyrights, publicity rights, or other intellectual property rights that will prevent, limit
or interfere with our ability to provide our in-theater, online, or mobile services either in the U.S. or in international markets.
We may incur significant costs in protecting our own intellectual property rights or defending or settling intellectual property
infringement claims and may face significant damage awards (including the potential for awards of attorneys’ fees) if we are
found to be infringing third-party intellectual property rights.

Our in-theater, online and mobile services facilitate the distribution of content, and we create content for others. This

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

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.

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 or other securities owned. Consequently, our ability to obtain operating funds primarily
depends upon distributions and payments under the NCM LLC operating and management services agreement 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 the
Revolving Credit Facility 2023 and the NCM LLC Operating Agreement. The Revolving Credit Facility 2023 may limit NCM
LLC’s ability to distribute cash to its members, including us, based upon certain financial 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. The declaration of future dividends on our common stock will be at the discretion of our Board of Directors
and will depend upon many factors, including NCM LLC’s results of operations, financial condition, earnings, capital
requirements, limitations in the Revolving Credit Facility 2023 and legal requirements. In the event NCM LLC fails to comply
with these covenants and is unable to distribute cash to us quarterly, NCM, Inc.’s ability to make distributions or pay other
expenses outside the ordinary course of business may be limited.

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.
The Revolving Credit Facility 2023 is structured to allow NCM LLC to distribute cash to its members (including us and NCM
LLC’s other members, if any) 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 negative impact on our business, financial
condition, results of operations or prospects.

NCM LLC’s other equityholders or their affiliates, as well as our largest stockholders, may have interests that differ from
those of our public stockholders and they may be able to influence our affairs.

As of the Effective Date, NCM Inc. was the only beneficial owner of NCM LLC’s membership units, but AMC and

Cinemark continue to have rights to receive additional units pursuant to the terms of the Common Unit Adjustment Agreement.
As of August 7, 2023, Blantyre Capital, our largest stockholder, beneficially owns 26,664,349 shares of our common stock,
representing 27.5% of the Company’s shares outstanding as of December 28, 2023. As a result, this stockholder could be in a
position to influence or control to some degree the outcome of matters requiring stockholder approval, including the adoption of
amendments to our certificate of incorporation and the approval of mergers and other significant corporate transactions. Their
influence or control of our Company and NCM LLC may have the effect of delaying or promoting a change of control of our
Company and may adversely affect the voting and other rights of other stockholders.

It is possible that the interests of these stockholders may in some circumstances conflict with our interests and the

interests of our other stockholders. For example, Cinemark may have different tax positions from us, especially in light of the
TRA that provides for the payment by us to Cinemark of 90% of the amount of any tax benefits that we actually realize, or in
some cases are deemed to realize, due to Cinemark’s portion of certain tax assets. This could influence Cinemark’s decisions
regarding whether and when we should dispose of assets, and whether and when we or NCM LLC should incur indebtedness.
As another example, Blantyre Capital is in the business of making investments in companies and may hold, and may from time
to time in the future acquire, interests in or provide advice to businesses that directly or indirectly compete with us.

The agreements between us and the ESA Parties 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 the ESA Parties were originally negotiated in the

context of an affiliated relationship in which representatives of the ESA Parties 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 the ESA Parties 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, and 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:

•

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;

prohibit stockholder action by written consent; and

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

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. Further, these restrictions could restrict or limit certain investors
from owning our stock.

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 NCM LLC will issue common membership units

to account for changes in attendance associated with the theaters that the ESA Parties operate and which are made part of our
advertising network. Historically, each of the ESA Parties has increased the attendance associated with the theaters it operates
in most years. If this trend continues, NCM LLC may issue additional common membership units to the ESA Parties to reflect
their increases in attendance associated with theaters. 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. 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 ESA Party’s common
membership units in NCM LLC. For further information, refer to Note 6 to the 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.

In connection with NCM LLC’s Plan and the terms of the Restructuring Support Agreement, NCM, Inc. issued

5,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock had no dividends or other economic rights, but
voted with the shares of Common Stock with a number of votes per share of Series A Preferred Stock equal to 217.47 shares of
common stock. The Series A Preferred Stock was cancelled on August 7, 2023 and no shares remain outstanding. Additionally,
on the Effective Date and in connection the consummation of the transactions contemplated by the Plan, the Company issued 50
shares of Series B Preferred Stock to Mr. Lesinski. The Series B Preferred Stock has no voting rights, but shall be entitled to
receive cumulative dividends at a dividend rate of 11.0% on the per share liquidation value of $1,000 per share. 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 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, and
we and NCM LLC intend to conduct our operations so that we are not deemed an investment company under the Investment
Company Act of 1940. However, a determination that we are an investment company would cause us to become subject to
registration and other burdensome requirements of the Investment Company Act, which could restrict our business activities,
including our ability to issue securities, limitations on our capital structure and our ability to enter into transactions with our
affiliates. This may make it impractical for us to continue our business as currently conducted and could have a material
negative impact on our financial performance and operations.

Our TRA with the ESA Parties 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 the ESA Parties.

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 TRA with the ESA Parties to pay to the ESA Parties 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 associated with
the ESA Parties’ share of certain tax assets. 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 the ESA Parties was insolvent or bankrupt or otherwise unable to make payment under its
indemnification obligation under the TRA, 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 Blantyre Capital, Cinemark, or any

of our significant stockholders 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. Additionally, once equity
awards 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.

Item 1B.

Unresolved Staff Comments

None.

Item 1C.

Cybersecurity

Risk Management and Strategy

We maintain a cybersecurity management program designed to identify, assess, manage, mitigate, and respond to
cybersecurity threats and incidents. We review our program design on at least a quarterly basis and update as needed to address
the risks and threats that our corporate security team has identified. Our team also benchmarks our program to industry
recognized frameworks, including the International Organization for Standardization. The Audit Committee of the Board of
Directors receives regular reports on cybersecurity risks and evaluates these risks as a part of their enterprise risk review.

Our teams also rely on third-party diagnostic tools and periodic audits to ensure that our program is performing as
designed and in-line with applicable standards. Our Chief Information Officer oversees a security committee made up of
professionals on our corporate security, and other information technology teams to review the results of these audits and
recommend improvements. Prior to engaging a third party to provide services, our information technology team performs a risk
assessment to determine the level of review of the vendor needed based on the nature of the services to be provided and type of
information that may be shared. The resulting vendor review may include requiring the vendor to provide the results of external
audits. We continue to monitor our vendors throughout their engagements with us to ensure they have complied with their
contractual obligations, including service level agreements and other contractual standards.

We have also established an incident response plan to assess, identify and manage specific potential cybersecurity

incidents. This plan requires the corporate security team to notify a response team. The response team assesses the risks of the
identified potential incident and determines an appropriate response based on the risks identified. The response team then
reports on the incident to senior management and, if necessary, a subset of our financial disclosure committee to determine if
the cybersecurity incident should be reported in our public filings.

We face cybersecurity risks in connection with our business operations. Although such risks have not materially affected
us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced
threats to our data and systems, including social engineering threats, denial of service attacks, malware and computer virus
attacks. For more information about the cybersecurity risks we face, see Item 1A—Risk Factors.

Governance

Board Oversight—The Audit Committee of the Board of Directors oversees the Company’s cybersecurity program. The
cybersecurity team updates the Audit Committee on at least a quarterly basis to discuss the effectiveness of the Company’s risk
management program, potential and identified threats, remediation and mitigation plans, and other topics as requested by the
Audit Committee. The Audit Committee regularly reports to the full Board of Directors and management reports on specific
matters as requested by the Board of Directors.

Management’s Role—The Company’s Chief Information Officer is responsible for the Company’s cybersecurity team
and for reporting to the Audit Committee of the Board of Directors. The Company’s corporate security team reports directly to
the Chief Information Officer. Our Chief Information Officer has more than thirty years of experience managing
communications networks, data centers, information technology teams, systems administration, and cybersecurity in the media
and advertising industry. Our corporate security team is similarly composed of seasoned professionals with significant
experience in the field. The Chief Information Officer regularly informs the Company’s senior management regarding the
prevention, detection, mitigation, and remediation of cybersecurity incidents and supervises such efforts. The corporate security
team has a broad range of experience selecting, deploying, and operating cybersecurity technologies initiatives and seek to
ensure that each team stays educated on emerging technologies and threats.

Item 2.

Properties

The Company's headquarters are located in Centennial, Colorado. As of December 28, 2023, the Company also leases

offices in New York, Los Angeles and Chicago. 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.

Item 3.

Legal Proceedings

On June 26, 2023, the Bankruptcy Court entered an order authorizing NCM LLC’s entry into the Regal Advertising
Agreement and the Regal Termination Agreement (the “Regal Order”). On June 27, 2023, the Bankruptcy Court entered the
Confirmation Order approving the Disclosure Statement on a final basis and confirming the Company’s Plan. On August 7,
2023, the conditions precedent to the Plan were satisfied and NCM LLC emerged from bankruptcy. On June 29, 2023, AMC
and Cinemark filed a notice of appeal of the Confirmation Order, and a week later appealed the Regal Order. Subsequently,
AMC and Cinemark sought a stay of the Confirmation Order and Regal Order in the Bankruptcy Court, the District Court for
the Southern District of Texas, and the Fifth Circuit Court of Appeals, all of which denied the request. The consolidated appeals
of the Confirmation Order and the Regal Order on the merits are pending in the District Court for the Southern District of
Texas.

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 adverse effect on our operating results or financial condition.

Item 4.

Mine Safety Disclosures

Not applicable.

Information about our Executive Officers

Shown below are the names, ages as of the filing date of this Form 10-K, 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
Thomas F. Lesinski ......................
Ronnie Y. Ng ...............................
Scott D. Felenstein .......................
Maria V. Woods ...........................

Age
64
44
55
55

Position
Chief Executive Officer
Chief Financial Officer
President of Sales, Marketing & Partnerships
Executive Vice President, General Counsel and Secretary

Thomas F. Lesinski. Mr. Lesinski was appointed Chief Executive Officer of NCM, Inc. in August 2019. Prior to his
current position, Mr. Lesinski served as the Non-Employee Chairman of the Board of Directors of NCM, Inc. since August
2018 and as a member of the Board of Directors of NCM, Inc. since 2014. In addition to his roles on the Board of Directors of
NCM, Inc., Mr. Lesinski also served as the Chief Executive Officer of Sonar Entertainment, an independent entertainment
studio, from January 2016 to August 2019. Mr. Lesinski served as the founder and CEO of Energi Entertainment, a multi-media
content production company, from August 2014 until December 2015. From 2013 to 2014, Mr. Lesinski was President of
Digital Content and Distribution at Legendary Entertainment, a leading media company dedicated to owning, producing and
delivering content to mainstream audiences with a targeted focus on the powerful fandom demographic. Prior to that role, from
2006 to 2013, Mr. Lesinski served as President, Digital Entertainment at Paramount Pictures, a global producer and distributor
of filmed entertainment. Mr. Lesinski also served as President of Worldwide Home Entertainment at Paramount Pictures for
three years, prior to which, he spent ten years as an Executive Vice President and General Manager at Warner Bros.
Entertainment and was a Managing Director for an advertising agency.

Ronnie Y. Ng. Mr. Ng was appointed Chief Financial Officer in September 2021. Mr. Ng previously served as the Chief
Financial Officer and Head of Corporate Development of Allen Media Group from October 2018 until September 2021 where
he led the company's finance organization and oversaw multiple large scale acquisitions and the refinancing of the company's
capital structure. Before joining Allen Media Group, Mr. Ng served as Vice President in the Fixed Income Group for TCW
Group from 2013 to 2018 where he invested in investment grade corporate bonds, high-yield bonds and leveraged loans. Prior
to joining TCW Group, Mr. Ng was an investment banker for approximately 10 years. From 2006 to 2012 he was an Executive
Director at UBS Investment Bank’s Global Media Group where he managed, advised, and structured various financings and
mergers and acquisition transactions. Previously, Mr. Ng held similar investment banking positions from 2003 to 2006 at
Deutsche Bank and Houlihan Lokey. Prior to Mr. Ng’s investment banking career, he provided financial and accounting due
diligence services for merger and acquisition and financing transactions at Arthur Andersen. Mr. Ng holds a Bachelor of
Science degree in finance from the University of Illinois at Urbana-Champaign and was a licensed general securities
representative (Series 7) and Uniform Securities Agent (Series 63).

Scott D. Felenstein. Mr. Felenstein was appointed as President of Sales, Marketing & Partnerships in July 2021. Prior to

this appointment, Mr. Felenstein served as Executive Vice President and Chief Revenue Officer since April 2017. Prior to
joining NCM, Inc., Mr. Felenstein served as Executive Vice President, National Advertising Sales for Discovery
Communications, Inc. since 2013 and Senior Vice President, National Advertising Sales for Discovery Communications, Inc.
since 2000. Prior to working at Discovery Communications, Inc., Mr. Felenstein served on the digital ad sales team at
Excite@Home and worked as an account executive at CBS Sports.

Maria V. Woods. Ms. Woods was appointed Executive Vice President and General Counsel in September 2021. Ms.
Woods previously served in several key leadership roles on NCM’s legal team from 2010 through 2015, rising to the role of
National CineMedia, LLC’s EVP and General Counsel. Ms. Woods previously served as General Counsel for Lucky’s Market
from June of 2015 to June of 2020, including during their bankruptcy proceedings in January of 2020. In between her role at
Lucky’s Market and returning to NCM in September 2021, Ms. Woods served as General Counsel and Secretary at JumpCloud,
Inc., providing strategic legal counsel for all legal aspects of the company’s SaaS identity management business, including,
corporate governance, merger and acquisition activity, financing and stock repurchases and commercial contracting and served
as General Counsel & Secretary at ONE Group Hospitality, Inc. Earlier in her career, she was Associate General Counsel at
Einstein Noah Restaurant Group, Inc. and Assistant General Counsel at Sun Microsystems, Inc. She began her career at Holme
Roberts & Owen (now Bryan Cave) in Denver. She holds a Bachelor of Arts in Communications Studies from the University of
Iowa and a Juris Doctorate from the University of Denver Sturm College of Law.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Market Information

Our common stock, $0.01 par value, is traded on The Nasdaq Global Select Market under the symbol “NCMI”. There

were 284 stockholders of record as of March 14, 2024 (does not include beneficial holders of shares held in “street name”).

Dividend Policy

At the discretion of the Board of Directors, it is the Company’s intention to distribute substantially all its free cash flow
to stockholders through dividends. The declaration, payment, timing and amount of any future dividends payable will be at the
sole discretion of the Board of Directors who will take into account general economic and advertising market business
conditions, the Company’s financial condition, available cash, current and anticipated cash needs and any other factors that the
Board of Directors considers relevant.

Issuer Purchases of Equity Securities

The table below provides information about shares delivered to the Company from restricted stock held by Company

employees upon vesting for the purpose of funding the recipient’s tax withholding obligations.

Period

(d)
Maximum
Number (or
Approximate
Dollar Value)
of Shares that
may yet be
Purchased under
the Plans or
Programs

(a)
Total Number
of Shares
Purchased

(b)
Average Price
Paid Per Share

September 29, 2023 through October 26, 2023 .................

October 27, 2023 through November 30, 2023 ..................

December 1, 2023 through December 28, 2023 .................

— $

—

N/A

Item 6.

[RESERVED]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As discussed in the forepart of this report, 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, as amended (the “Exchange Act”). 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.

This section of this Form 10-K generally discusses fiscal 2023 and fiscal 2022 items and year-to-year comparisons

between fiscal 2023 and fiscal 2022. Discussions of fiscal 2021 items and year-to-year comparisons between fiscal
2022 and fiscal 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal
year ended December 29, 2022.

Overview

We are America’s Movie Network. As the largest cinema advertising network in North America, we are a media
company dedicated to uniting brands with young, diverse audiences through the power of movies and pop culture. We currently
derive revenue principally from the sale of advertising to national, regional and local businesses in The Noovie® Show, our
cinema advertising and entertainment show seen on movie screens across the U.S.

We present multiple formats of The Noovie® Show depending on the theater circuit in which it runs, which may include
Post-Showtime advertising inventory after the advertised showtime. As of December 28, 2023, theaters presenting The Noovie
Show format with Post-Showtime Inventory made up approximately 65.4% of our network. All other NCM network theater
circuits, which make up the remaining 34.6% of our network, present The Noovie Show, without Post-Showtime advertising
inventory. The movie trailers presented by the theater circuits that run before the feature film are not part of The Noovie Show.

We also sell advertising on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as
other forms of advertising and promotions in theater lobbies. In addition, we sell digital online and mobile advertising through
our Audience Accelerator, across our suite of Noovie digital properties and a variety of complementary out of home venues in
order to reach entertainment audiences beyond the theater. As of December 28, 2023, approximately 7.3 million moviegoers
have downloaded our mobile apps. These downloads and the acquisition of second- and third-party data sets have resulted in
unique data records of approximately 703.3 million as of December 28, 2023. We have long-term ESAs (approximately 12.2
weighted average years) with the ESA Parties and multi-year agreements with network affiliates, which expire at various dates
between March 24, 2024 and July 13, 2033. The weighted average remaining term of the ESAs and the network affiliate
agreements is 11.9 years as of December 28, 2023. The ESAs and network affiliate agreements grant NCM LLC exclusive
rights in their theaters to sell advertising, subject to limited exceptions. The Noovie Show and our LEN programming are
distributed predominantly via satellite through our proprietary 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. We focus on many operating
metrics including changes in revenue, Adjusted OIBDA and Adjusted OIBDA margin, as some of our primary measurement
metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory
utilization, advertising pricing (CPM), local advertising rate per theater per week, advertising revenue per attendee, as well as
significant operating expenses and related trends. We also monitor free cash flow, cash balances, the fixed charge coverage
ratio and revolving credit facility availability to ensure financial debt covenant compliance and that there is adequate cash
availability to fund our working capital needs, debt obligations and any future dividends declared by our Board of Directors.

Recent Developments

Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC—On April 11, 2023 NCM LLC filed a

voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code
in the Bankruptcy Code in the Bankruptcy Court. During the Chapter 11 Case, the Company was deemed to no longer control
NCM LLC for accounting purposes and NCM LLC was deconsolidated from the Company’s financial statements prospectively
as of April 11, 2023. We continued to operate as the manager of the debtor-in-possession pursuant to the authority granted
under Chapter 11 of the Bankruptcy Code throughout the Chapter 11 Case.

On June 27, 2023, the Bankruptcy Court entered the Confirmation Order approving the Disclosure Statement on a final

basis and confirming the Company’s Plan. Following confirmation of the Plan on August 7, 2023, all the conditions to
effectiveness of the Plan were satisfied or waived, the Restructuring Transactions were substantially consummated and NCM
LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units
under the NCM LLC Operating Agreement were canceled and extinguished, NCM, Inc. received NCM LLC common units and
transferred the NCM Capital Contribution of approximately $15.5 million to NCM LLC, NCM LLC assumed certain unexpired
Executory Contracts and Unexpired Leases, including AMC’s and Cinemark’s ESAs, NCM LLC transferred $8.8 million of
cash to a professional fees escrow account and $15.0 million to an unsecured creditor settlements escrow account for the
General Unsecured Claim Pool. NCM LLC commenced distributions to creditors, including the issuance of shares of NCM,
Inc. common stock to holders of Secured Debt Claims and NCM LLC entered into an Exit Facility to support operations upon
emergence. As a result of the Plan, all historical debt of NCM LLC was discharged and NCM LLC recorded a gain on
bankruptcy of $916.4 million for the year ended December 28, 2023.

Additionally, upon emergence from bankruptcy, NCM, Inc., regained control and retained 100.0% ownership of NCM
LLC, after taking into account elections by the holders of Secured Debt Claims to receive NCM, Inc. common stock in lieu of
NCM LLC common units and was therefore reconsolidated into the Company’s financial statements prospectively as of August
7, 2023 akin to an acquisition under ASC 805 – Business Combinations. In accordance with ASC 805 – Business Combinations,
the assets and liabilities of NCM LLC were adjusted to their estimated fair value as of the Effective Date.

As of December 28, 2023, the Company had not completed all agreed upon payments to the General Unsecured Claim

Pool and held a total of $3.0 million within the escrow accounts and accruals, presented within ‘Restricted cash’ and ‘Accounts
Payable’ on the unaudited Consolidated Balance Sheet as of December 28, 2023, respectively.

Regal Advertising Agreement—On September 7, 2022, Cineworld Group plc, the parent company of Regal, and certain

of its subsidiaries, including Regal, Regal Cinemas, Inc., formerly a party to an ESA with NCM LLC, and Regal CineMedia
Holdings, LLC, formerly a party to other agreements with NCM LLC and NCM, Inc., filed petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas. On October 21, 2022, Regal filed a motion
to reject the ESA without specifying an effective date for the rejection and indicated that Regal planned on negotiating with
NCM LLC. NCM LLC also filed an adversary proceeding against Regal seeking declaratory relief and an injunction prohibiting
Regal from breaching certain exclusivity, non-compete, non-negotiate and confidentiality provisions in the ESA by entering
into a new agreement with a third-party or bringing any of the services performed by NCM LLC in-house. On February 1,
2023, Cineworld filed a motion for summary judgment on NCM LLC’s adversary proceeding with a hearing scheduled during
the second quarter of 2023. On May 5, 2023, NCM LLC and Regal agreed to stay the ongoing litigation while the parties
worked towards the terms of a new arrangement for NCM LLC to provide advertising services to Regal. In lieu of litigating
Regal’s potential rejection of the ESA and NCM LLC’s adversary proceeding against Regal, the parties negotiated a Regal
Advertising Agreement and Regal Termination Agreement. The Regal Advertising Agreement was effective on July 14, 2023
and provides that NCM LLC acquired the exclusive right to provide on-screen advertisements at Regal’s theaters for a term of
ten years in exchange for payments based on the attendance at Regal’s theaters and the revenue generated by NCM LLC
through advertising displayed in Regal’s theaters.

Pursuant to the Regal Advertising Agreement, NCM LLC has the right to display advertising in Regal’s theaters with a
program of inventory that provides for (i) up to five minutes in length for exhibition on-screen immediately prior to showtime
of a feature film or digital programming event, (ii) up to ten minutes immediately after the showtime of a feature film,
extending the time available to NCM LLC by five minutes, and (iii) the Platinum Spot that may be exhibited on-screen prior to
the last two trailers, which may be either thirty or sixty seconds in length, and subject to Regal’s approval, NCM LLC may
display two thirty-second spots in the Platinum Spot and a Gold Spot, a thirty second spot displayed immediately prior to the
fourth trailer preceding a feature film or digital programming event.

Pursuant to the Regal Termination Agreement, effective on July 14, 2023, Regal rejected and terminated the ESA.

Additionally Regal and Regal’s affiliates’ waived all rights and interests as to the Tax Receivable Agreement, the Common
Unit Adjustment Agreement, the Software License Agreement, the Director Designation Agreement, the Registration Rights
Agreement and all the other joint venture agreements described in NCM LLC’s Company Operating Agreement, and Regal and
Regal’s affiliates waived and released claims against other parties thereto. In connection with the Regal Advertising Agreement,
NCM LLC and Regal also agreed to dismiss with prejudice the ongoing litigation between the parties related to NCM LLC’s
request to enforce certain provisions of the ESA, including the exclusivity provision. Following the effective date of the Regal
Termination Agreement of July 14, 2023, Regal is no longer an ESA Party or related party and is included within the network
affiliate metrics.

Revolving Credit Facility 2023—On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023 with the

lenders party thereto and CIT Northbridge Credit LLC as agent. The Revolving Credit Facility 2023 is an asset backed line
facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and
other considerations. The maximum capacity of the Revolving Credit Facility 2023 is $55.0 million. The proceeds of the

Revolving Credit Facility 2023 may be used for, inter alia, working capital and capital expenditures. The Revolving Credit
Facility 2023 will mature on August 7, 2026. The interest rate under the Revolving Credit Facility 2023 is a base rate or SOFR
benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii) 4.50% if 50% or more of revolving
commitments are utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this
determination). The Revolving Credit Facility 2023 also contains a financial maintenance covenant requiring that the fixed
charge coverage ratio ending on the last day of each fiscal month is at least 1.1 to 1.0 during a “Trigger Period.” A Trigger
Period begins upon (i) an event of default or (ii) if availability is less than the greater of (a) $5.0 million and (b) 10% of
aggregate revolving commitments. A Trigger Period ends only if (i) no event of default existed for the preceding 30 consecutive
days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments. Upon the
effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which
represents the only amount currently outstanding under the Revolving Credit Facility 2023 as of December 28, 2023.

Reverse Stock Split—On August 3, 2023, the Company effected a one-for-ten (1:10) reverse stock split of its common
stock, par value $0.01 per share. The reverse stock split, which was authorized by its Board of Directors, was approved by the
Company’s stockholders on August 2, 2023. The reverse stock split reduced the number of outstanding shares of the
Company’s common stock from 174,112,385 shares as of August 3, 2023, to 17,411,323 shares outstanding post-split. After the
cancellation of Regal’s shares on August 7, 2023, there were 13,343,065 shares outstanding. The primary purpose of the reverse
stock split was to comply with the Company’s obligations under the NCMI 9019 Settlement and so that the Plan could become
effective, as well as, to increase the per share market price of the Company’s common stock in an effort to maintain compliance
with applicable Nasdaq continued listing standards with respect to the closing price of the Company’s common stock.

Selected Historical and Operating Data

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
“Item 1. Business,” 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 28, 2023 and December 29, 2022 and the balance sheet data
as of December 28, 2023 and December 29, 2022 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, 2021, December 31, 2020
and December 31, 2019 and the balance sheet data as of December 30, 2021, December 31, 2020 and December 31, 2019 are
derived from the audited Consolidated Financial Statements of NCM, Inc. that are not included in this document.

Results of Operations Data - Consolidated

Years Ended

($ in millions, except per share data)

Dec. 28,
2023

Dec. 29,
2022

Dec. 30,
2021

Dec. 31,
2020

Dec. 26,
2019

Revenue .................................................................................. $

165.2 $

249.2 $

114.6 $

90.4 $

444.8

OPERATING EXPENSES:

Advertising operating costs ...............................................

Network costs ....................................................................
ESA theater access fees and revenue share ......................
Selling and marketing costs ...............................................

Administrative and other costs ..........................................

Impairment of long-lived assets .........................................

Depreciation expense .........................................................
Amortization expense ........................................................

30.7

6.3
43.1
29.6

57.3

—

3.1
22.4

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

192.5

OPERATING (LOSS) INCOME ...........................................

(27.3)

NON-OPERATING (INCOME) EXPENSE ........................

(724.0)

INCOME (LOSS) BEFORE INCOME TAXES ..............

Provision for income taxes ...............................................

CONSOLIDATED NET INCOME (LOSS) ....................

696.7

—

696.7

27.2

8.4
82.3
42.8

44.3

5.8

6.5
25.0

242.3

6.9

73.1

18.4

7.4
51.1
34.7

36.0

—

10.9
24.7

10.3

8.6
24.6
37.6

30.9

1.7

13.1
24.6

183.2

151.4

(68.6)

49.8

(61.0)

(96.9)

35.9

162.2

(66.2)

(118.4)

—

(66.2)

(118.4)

(126.3)

Less: Net (loss) income attributable to noncontrolling
interests ...............................................................................

(8.5)

(37.5)

(69.7)

(60.9)

NET INCOME (LOSS) ATTRIBUTABLE TO NCM, Inc. .. $

705.2 $

(28.7) $

(48.7) $

(65.4) $

38.3

13.5
82.7
64.9

43.8

—

13.6
26.7

283.5

161.3

62.2

99.1

12.4

86.7

50.6

36.1

EARNINGS (LOSS) PER NCM, INC. COMMON
SHARE:

Basic ....................................................................................... $

14.73 $

(3.50) $

(0.61) $

(0.84) $

Diluted .................................................................................... $

14.34 $

(3.50) $

(0.61) $

(0.84) $

0.47

0.46

Summary Operating Data

Our Operating Data—Within the financial results outlined below, all activity during the Chapter 11 Case from April 11,

2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc. represents activity and balances for NCM, Inc.
standalone. All activity and balances prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation
of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of NCM LLC. The operating results for NCM
LLC, which management believes better represent the Company’s historical consolidated performance, are presented separately
subsequent to the operating data for NCM, Inc., which is presented below (dollars in millions, except share and margin data):

($ in millions)

Years Ended

% Change

Dec. 28, 2023

Dec. 29, 2022

2023 to 2022

Revenue ........................................................................................................... $

165.2

249.2

(33.7) %

Operating expenses:

Advertising operating costs .........................................................................

Network costs ..............................................................................................

ESA theater access fees and revenue share .................................................

Selling and marketing costs .........................................................................

Administrative and other costs ....................................................................

Impairment of long-lived assets ..................................................................

Depreciation expense ..................................................................................

Amortization expense ..................................................................................

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

Operating (loss) income ..................................................................................

Non-operating (income) expense .....................................................................

Income tax expense ..........................................................................................

Net loss attributable to noncontrolling interests ..............................................

30.7

6.3

43.1

29.6

57.3

—

3.1

22.4

192.5

(27.3)

(724.0)

—

(8.5)

Net income (loss) attributable to NCM, Inc. ............................................... $

705.2

Net income (loss) per NCM, Inc. basic share .................................................. $

Net income (loss) per NCM, Inc. diluted share ............................................... $

14.73

14.34

27.2

8.4

82.3

42.8

44.3

5.8

6.5

25.0

242.3

6.9

73.1

—

(37.5)

(28.7)

(3.50)

12.9 %

(25.0) %

(47.6) %

(30.8) %

29.3 %

(100.0) %

(52.3) %

(10.4) %

(20.6) %

(495.7) %

(1090.4) %

— %

(77.3) %

(2557.1) %

(520.9) %

(509.7) %

Our Network—The net screens lost from our network by the ESA Parties and network affiliates during 2023 were as

follows.

Balance as of December 29, 2022 ...................................................................

Lost affiliates, net of new affiliates (1) ......................................................

Closures, net of openings (2) ......................................................................

Affiliates rejected in NCM LLC’s Chapter 11 Case (3) .............................

Regal theaters (4) ........................................................................................

Balance as of December 28, 2023 ...................................................................

Number of screens

Network
Affiliates

ESA Parties

16,062

—

(675)

—

(5,814)

9,573

4,033

(154)

(892)

5,814

8,830

Total

20,095

(154)

(646)

(892)

—

18,403

(1) Represents the loss of three of our affiliates, partially offset by the gain of three affiliates during 2023 resulting in

a net reduction of 154 affiliate screens to our network as of December 28, 2023.

(2) Represents the closure of 646 screens, net of new screens added, across our ESA Parties and network affiliates,

including 645 screens closed by Regal prior to the Regal Advertising Agreement.

(3) Represents the loss of theaters related to affiliate agreements that were rejected by NCM LLC during the Chapter

11 Case.

(4) Represents the prospective reclassification of Regal’s theaters upon Regal’s rejection of its ESA and the

commencement of the Regal Advertising Agreement on July 14, 2023, whereby Regal is now included within the
Network Affiliates reporting.

Our ESA Party and network affiliate agreements allow us to sell cinema advertising across the largest network of
digitally equipped theaters in the U.S. We believe that our market coverage strengthens our selling proposition and competitive
positioning against other national, regional and local video advertising platforms, including television, online and mobile video
platforms and other out of home video advertising platforms by allowing advertisers the broad reach and national scale that they
need to effectively reach their target audiences.

Basis of Presentation

Prior to the completion of our IPO, NCM LLC was wholly-owned by its ESA Parties. In connection with the offering,

NCM, Inc. purchased newly issued common membership units from NCM LLC and common membership units from NCM
LLC’s ESA Parties 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 ESA Parties 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 year 2023 contained

52 weeks and fiscal year 2022 contained 52 weeks. Our 2024 fiscal year will also contain 52 weeks. Throughout this document,
we refer to our fiscal years as set forth below:

Fiscal Year Ended

December 28, 2023 ................................................................................................................................

December 29, 2022 ................................................................................................................................

Reference in

this Document

2023

2022

Results of Operations

Fiscal Years 2023 and 2022

Revenue. Total revenue decreased $84.0 million, or 33.7%, from $249.2 million for 2022 to $165.2 million for 2023.

The following is a summary of revenue by category (in millions):

Advertising revenue ..................................................................... $

155.1 $

249.2 $

Management fee reimbursement ..................................................

10.1

—

Total revenue ...................................................................... $

165.2 $

249.2 $

(94.1)

10.1

(84.0)

(37.8) %

100.0 %

(33.7) %

Fiscal Year

$ Change

% Change

2023

2022

2022 to 2023

Advertising revenue. Advertising revenue decreased by $94.1 million, or 37.8%, from $249.2 million in 2022 to $155.1
million in 2023. This decrease was primarily due to the deconsolidation of NCM LLC for the period of April 11, 2023
through August 7, 2023 during NCM LLC’s Chapter 11 Case. The $155.1 million of revenue for 2023 represents the
activity of NCM LLC for the year prior to deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC
August 7, 2023.

Management fee reimbursement. Management fee reimbursement increased by $10.1 million, or 100.0%, from $0.0
million in 2022 to $10.1 million in 2023. This increase was primarily due to the deconsolidation of NCM LLC on April
11, 2023 and represents the revenue recognized by NCM, Inc. for managing NCM LLC for the portion of 2023 when
NCM LLC was deconsolidated from NCM, Inc. Management fee reimbursement is eliminated during periods of
consolidation. This amount is equal to the expenses incurred by NCM, Inc. that were paid by NCM LLC.

Operating expenses. Total operating expenses decreased $49.8 million, or 20.6%, from $242.3 million for 2022 to

$192.5 million for 2023. The following table shows the changes in operating expense for 2022 and 2023 (in millions):

Fiscal Year

$ Change

% Change

2023

2022

2022 to 2023

Advertising operating costs .......................................................... $

30.7 $

27.2 $

Network costs ...............................................................................

ESA theater access fees and revenue share ..................................

Selling and marketing costs .........................................................

Administrative and other costs .....................................................

Impairment of long-lived assets ...................................................

Depreciation expense ...................................................................
Amortization expense ..................................................................

6.3

43.1

29.6

57.3

—

3.1
22.4

8.4

82.3

42.8

44.3

5.8

6.5
25.0

3.5

(2.1)

(39.2)

(13.2)

13.0

(5.8)

(3.4)
(2.6)

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

192.5 $

242.3 $

(49.8)

12.9 %

(25.0) %

(47.6) %

(30.8) %

29.3 %

100.0 %

(52.3) %
(10.4) %

(20.6) %

Advertising operating costs. Advertising operating costs increased $3.5 million, or 12.9%, from $27.2 million in 2022
to $30.7 million in 2023. The increase was primarily due to an increase in advertising affiliate and partner expense for
2023, compared to 2022, primarily related to the Regal Advertising Agreement which commenced on July 14, 2023.
When operating under the Regal ESA, the fees owed to Regal were previously presented within “ESA theater access
fees and revenue share”. The increase was partially offset by the deconsolidation of NCM LLC from April 11, 2023
through August 7, 2023 during NCM LLC’s Chapter 11 Case, with the $30.7 million of expense for the year 2023
representing the activity of NCM LLC prior to deconsolidation on April 11, 2023 and after the reconsolidation of NCM
LLC on August 7, 2023.

Network costs. Network costs decreased $2.1 million, or 25.0%, from $8.4 million in 2022 to $6.3 million in 2023. The
decrease was due to the deconsolidation of NCM LLC from April 11, 2023 through August 7, 2023 during NCM LLC’s
Chapter 11 Case, with the $6.3 million of expense for the year 2023 representing the activity of NCM LLC prior to
deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023.

ESA theater access fees and revenue share. Theater access fees and revenue share decreased $39.2 million, or 47.6%,
from $82.3 million in 2022 to $43.1 million in 2023. The decrease was primarily due to the deconsolidation of NCM
LLC from April 11, 2023 through August 7, 2023 during NCM LLC’s Chapter 11 Case, with the $43.1 million of
expense for the year 2023 representing the activity of NCM LLC prior to deconsolidation on April 11, 2023 and after
the reconsolidation of NCM LLC on August 7, 2023. The decrease was also due to the exclusion of Regal theater access
fees following Regal’s termination of the Regal ESA on July 14, 2023.

Selling and marketing costs. Selling and marketing costs decreased $13.2 million, or 30.8%, from $42.8 million in 2022
to $29.6 million in 2023. The decrease was due to the deconsolidation of NCM LLC from April 11, 2023 through
August 7, 2023 during NCM LLC’s Chapter 11 Case, with the $29.6 million of expense for the year 2023 representing
the activity of NCM LLC prior to deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC on
August 7, 2023.

Administrative and other costs. Administrative and other costs increased $13.0 million, or 29.3%, from $44.3 million in
2022 to $57.3 million in 2023. The increase is due to costs incurred by NCM LLC through the petition date and
subsequent to the Effective Date related to the Chapter 11 Case, as well as, expenses incurred directly by NCM, Inc.
related to NCM LLC’s Chapter 11 Case, an increase in NCM, Inc. personnel related costs primarily related to a
retention program implemented to ensure continuity of the management team during the Chapter 11 Case and an
allocation of NCM LLC expenses related to NCM LLC administrative services utilized by NCM, Inc. during the
deconsolidated period. These increases were partially offset by the deconsolidation of NCM LLC and exclusion of
administrative and other costs incurred from April 11, 2023 through August 7, 2023 during NCM LLC’s Chapter 11
Case.

Depreciation expense. Depreciation expense decreased $3.4 million, or 52.3%, from $6.5 million in 2022 to $3.1
million in 2023. This decrease was primarily due to a $1.9 million decrease in depreciation expense following the fair
value adjustments to NCM LLC’s property and equipment upon reconsolidation on August 7, 2023. This decrease was
also partially due to a reduction in depreciation expense caused by the deconsolidation of NCM LLC from April 11,
2023 through August 7, 2023 during NCM LLC’s Chapter 11 Case.

Amortization expense. Amortization expense decreased $2.6 million, or 10.4%, from $25.0 million in 2022, to $22.4
million in 2023. The decrease was primarily based on the increase in amortization expense associated with NCM LLC’s
intangible assets based upon the fair value adjustments to NCM LLC’s intangible assets upon reconsolidation on

August 7, 2023. This increase was partially offset by a reduction in amortization expense caused by the deconsolidation
of NCM LLC from April 11, 2023 through August 7, 2023 during NCM LLC’s Chapter 11 Case.

Non-operating (income) expense. Total non-operating income increased $797.1 million, or 1090.4%, from non-
operating expense of $73.1 million in 2022 to non-operating income of $724.0 million in 2023. The following table shows the
changes in non-operating income for 2023 and 2022 (in millions):

Fiscal Year

$ Change

% Change

2023

2022

2022 to 2023

Interest on borrowings ........................................................... $
Loss (gain) on modification and retirement of debt, net .......
Loss on re-measurement of the payable under the
tax receivable agreement ....................................................
Gain on sale of asset ..............................................................
Gain on deconsolidation of affiliate ......................................
Gain on re-measurement of investment in NCM LLC ..........
Gain on reconsolidation of NCM LLC ..................................
Other non-operating income ..................................................

Total non-operating (income) expense ............................. $

27.9 $
0.4

9.3
(0.3)
(557.7)
(35.5)
(167.8)
(0.3)
(724.0) $

79.7 $
(5.9)

2.2
(2.2)
—
—
—
(0.7)
73.1 $

(51.8)
6.3

(65.0) %
(106.8) %

7.1
1.9
(557.7)
(35.5)
(167.8)
0.4
(797.1)

322.7 %
(86.4) %
100.0 %
(86.4) %
100.0 %
(57.1) %
(1090.4) %

The increase in non-operating income was primarily due to a $557.7 million gain on deconsolidation of affiliate, a

$167.8 million gain on reconsolidation of NCM LLC and a $35.5 million gain on remeasurement of NCM LLC recorded after
NCM LLC emerged from bankruptcy and was reconsolidated on August 7, 2023, as well as a $51.8 million decrease in interest
on borrowings primarily due to the discharge of historical debt that occurred upon NCM LLC’s emergence from bankruptcy
and reconsolidation on August 7, 2023. This was partially offset by a $7.1 million increase in the loss on re-measurement of the
payable under the tax receivable agreement primarily due to the net impact of the reconsolidation of NCM LLC and the Regal
Termination Agreement and a $6.3 million decrease in loss on modification and retirement of debt, net due to limited activity
within 2023 compared to 2022.

Results of Operations - NCM LLC

The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for

the years ended December 28, 2023 and December 29, 2022 for NCM LLC:

($ in millions)

Years Ended

$ Change

% Change

Dec. 28, 2023

Dec. 29, 2022

2022 to 2023

2023 to 2022

Revenue ................................................................................ $

259.8

249.2

10.6

4.3 %

Operating expenses:

Advertising operating costs ..............................................
Network costs ...................................................................

ESA theater access fees and revenue share ......................

Selling and marketing costs .............................................

Administrative and other costs .........................................

48.4
8.9

72.7

44.1

75.9

Loss on impairment of Regal ESA ..................................

125.7

Impairment of long-lived assets .......................................

Administrative fee—managing member ..........................

Depreciation expense .......................................................

Amortization expense ......................................................

8.9

21.7

4.6

29.8

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

440.7

Operating (loss) income ....................................................... $

(180.9)

27.2
8.4

82.3

42.8

32.7

—

5.8

11.0

6.5

25.0

241.7

6.9

Adjusted OIBDA .................................................................. $

52.7

Adjusted OIBDA margin ......................................................

Total theater attendance (in millions) (1) .............................

20.3 %

438.9

57.3

23.0 %

394.8

21.2
0.5

(9.6)

1.3

43.2

125.7

3.1

10.7

(1.9)

4.8

199.0

(187.8)

(4.6)

(2.7) %

44.1

77.9 %
6.0 %

(11.7) %

3.0 %

132.1 %

100.0 %

53.4 %

97.3 %

(29.2) %

19.2 %

82.3 %

(2721.7) %

(8.0) %

(2.7) %

11.2 %

(1) Represents the total attendance within NCM LLC’s advertising network, excluding screens and attendance

associated with AMC Carmike theaters that are currently part of another cinema advertising network for each of
the periods presented. Refer to Note 6 to the audited Consolidated Financial Statements included elsewhere in this
document.

Revenue. Revenue increased $10.6 million, or 4.3%, from $249.2 million for the year ended 2022 to $259.8 million for
the year ended 2023.

National advertising revenue increased by $2.9 million, or 1.5%, from $187.2 million in 2022 to $190.1
million in 2023. The increase in national advertising revenue was primarily due to an 8.7% increase in impressions sold
and a 11.2% increase in network attendance in 2023, as compared to 2022.

Local and regional advertising revenue increased by $7.6 million, or 17.5%, from $43.5 million in 2022 to

$51.1 million in 2023. The increase in local and regional advertising revenue was primarily due to an increase in
contract activity and average size within the government, healthcare, travel and education service categories in 2023, as
compared to 2022.

National advertising revenue from the ESA Parties’ beverage concessionaire agreements did not change from

$18.6 million for 2022 to $18.6 million for 2023. While national advertising revenue from the ESA Parties’ beverage
concessionaire agreements increased due to higher ESA Party theater attendance, the increase was fully offset by the
discontinuation of beverage concessionaire revenue generated under the Regal ESA subsequent to its termination
effective July 14, 2023.

Advertising operating costs. Advertising operating costs increased $21.2 million, or 77.9%, from $27.2 million in 2022
to $48.4 million in 2023. The increase was due primarily to a $20.4 million increase in advertising affiliate and partner
expense, primarily related to the prospective reclassification of the fees associated with the Regal Advertising
Agreement following its commencement on July 14, 2023. When operating under the Regal ESA, the fees owed to
Regal were previously presented within “ESA theater access fees and revenue share”. This increase was also due to a
$0.5 million increase in personnel related costs, primarily related to a retention program implemented to ensure
continuity of the management team during the Chapter 11 Case, and a $0.3 million increase in partner revenue share
expense in 2023, as compared to 2022.

Network costs. Network costs increased $0.5 million, or 6.0%, from $8.4 million in 2022 to $8.9 million in 2023. The
increase was primarily related to a $0.4 million increase in personnel related costs primarily related to a retention
program implemented to ensure continuity of the management team during the Chapter 11 Case.

ESA theater access fees and revenue share. Theater access fees and revenue share decreased $9.6 million, or 11.7%,
from $82.3 million in 2022 to $72.7 million in 2023. This decrease was primarily due to a $14.7 million decrease
caused by Regal’s termination of the Regal ESA on July 14, 2023 and the subsequent discontinuation of Regal’s theater
access fees. This decrease was partially offset by a $4.5 million increase in the fees related to the number of active
screens and ESA Party theater attendance following an increase in ESA Party screens and attendance, excluding Regal,
in 2023, as compared to 2022, as well as a $1.0 million increase in fees due to contractual rate increases in 2023, as
compared to 2022.

Selling and marketing costs. Selling and marketing costs increased $1.3 million, or 3.0%, from $42.8 million in 2022 to
$44.1 million in 2023. This increase was primarily related to a $2.5 million increase in personnel related costs in 2023,
as compared to 2022, driven by an increase in commissions to local and regional sales account directors consistent with
the increase in local and regional revenue during 2023, as well as a $0.7 million increase in other selling related
expenses in 2023, as compared to 2022 consistent with the increase in revenue. This increase was partially offset by a
$1.3 million decrease due to a discontinuation of a sales partnership and a $0.8 million decrease in bad debt expense in
2023, as compared to 2022.

Administrative and other costs. Administrative and other costs increased $43.2 million, or 132.1%, from $32.7 million
in 2022 to $75.9 million in 2023. This increase was primarily related to a $44.6 million increase in advisor and legal
fees related to the Chapter 11 Case and Cineworld Proceeding. This was offset partially by a decrease of $0.5 million in
recurring advisor fees, a $0.3 million decrease in annual licensing expenses and a $0.3 million decrease in lease costs
related to leases modified and terminated in conjunction with the Chapter 11 Case in 2023, as compared to 2022.

Administrative fee—managing member. Administrative fee—managing member increased $10.7 million, or 97.3%,
from $11.0 million in 2022 to $21.7 million in 2023. This increase was primarily due to a $6.0 million increase in
personnel related costs primarily related to a retention program implemented to ensure continuity of the management
team during the Chapter 11 Case, a $3.3 million increase in advisor and legal fees related to the Chapter 11 Case and
Cineworld Proceeding, $0.9 million increase in personnel related costs primarily due to retainers paid to the members of
the special and restructuring committees of the Company’s Board of Directors during the Chapter 11 Case, as compared
to 2022.

Loss on termination of Regal ESA. Loss on termination of Regal ESA costs increased $125.7 million, or 100.0%, from
$0.0 million in 2022 to $125.7 million in 2023. This increase was primarily due to the $141.5 million disposal of the
intangible asset related to the Regal ESA. This was partially offset by a $13.0 million gain on Regal’s surrender of
ownership in the Company and the $2.9 million in payables forgiven in conjunction with emergence from bankruptcy in
conjunction with the Chapter 11 Case.

Impairment of long-lived assets. Impairment of long-lived assets increased $3.1 million, or 53.4%, from $5.8 million in
2022 to $8.9 million in 2023. This increase was primarily due to the $8.9 million write-off of certain long-lived
intangible assets in 2023, compared to 2022, with only $5.8 million of write-off of long-lived assets in 2022.

Depreciation expense. Depreciation expense decreased $1.9 million, or 29.2%, from $6.5 million in 2022 to $4.6
million in 2023. This was primarily due to a $1.9 million decrease in depreciation expense based upon the fair value
adjustments to NCM LLC’s property and equipment upon reconsolidation with NCM, Inc. on August 7, 2023.

Amortization expense. Amortization expense increased $4.8 million, or 19.2%, from $25.0 million in 2022, to $29.8
million in 2023. The increase was primarily due to a $4.8 million increase in amortization expense of NCM LLC’s
intangible assets following the fair value adjustments to NCM LLC’s intangible assets upon reconsolidation with NCM,
Inc. on August 7, 2023.

Non-GAAP Financial Measures for NCM LLC

Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the

United States.

Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude

amortization of intangibles, non-cash share-based payment costs, executive transition costs, advisor fees related to abandoned
financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and
advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case. Our management use this non-GAAP
financial measure to evaluate operating performance, to forecast future results and as a basis for compensation. The Company
believes this is an important supplemental measure of operating performance because it eliminates items that have less bearing
on its operating performance and highlights trends in its core business that may not otherwise be apparent when relying solely
on GAAP financial measures. The Company believes the presentation of this measure 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, amounts of amortization of
intangibles, non-cash share-based compensation programs, executive transition costs, advisor fees related to abandoned
financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and
advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax
rates.

Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management use this non-

GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation. The
Company believes this is an important supplemental measure of operating performance because it eliminates items that have
less bearing on its operating performance and 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 this measure 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, amounts of amortization of
intangibles, non-cash share-based compensation programs, executive transition costs, advisor fees related to abandoned
financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and
advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax
rates.

A limitation of both 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 NCM LLC’s

business. In addition, Adjusted OIBDA and Adjusted OIBDA margin have the limitation of not reflecting the effect of the
Company’s depreciation, amortization of intangibles, non-cash share-based payment costs, executive transition costs, advisor
fees related to abandoned financing transactions, impairments of long-lived assets, sales force reorganization costs, termination
of the Regal ESA and advisor fees related to involvement in the Cineworld Proceeding or Chapter 11 Case. Adjusted OIBDA
should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should
it be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company
believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA, and operating
margin is the most directly comparable GAAP financial measure to Adjusted OIBDA margin. 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 NCM LLC’s Revolving Credit Facility 2023.

The following table reconciles operating income to Adjusted OIBDA for NCM LLC for the periods presented (dollars in

millions):

Years Ended

Dec. 28,
2023

Dec. 29,
2022

Dec. 30,
2021

Dec. 31,
2020

Dec. 26,
2019

Operating (loss) income ........................................................ $ (180.9)

6.9

(68.6)

$ (61.0)

$ 161.3

Depreciation expense ...........................................................
Amortization expense ...........................................................

Share-based compensation costs (1) .....................................
Advisor fees related to abandoned financing transactions
(2) ..........................................................................................

Executive transition costs (3) ................................................

Impairment of long-lived assets (4) ......................................

Sales force reorganization costs (5) ......................................

4.6
29.8

5.5

—

8.9

—

Loss on termination of Regal ESA, net (6) ...........................

125.6

Advisor fees related to the Cineworld Proceeding (7) ..........

Adjusted OIBDA .............................................................. $

59.2

52.7

6.5
25.0

7.1

0.5

—

5.8

0.4

—

5.1

10.9
24.7

8.1

0.1

—

13.1
24.6

2.2

—

1.7

—

13.6
26.7

5.5

—

0.4

—

$ 57.3

(24.7)

$ (19.4)

$ 207.5

Total revenue ........................................................................ $ 259.8

$ 249.2

$ 114.6

$ 90.4

$ 444.8

Adjusted OIBDA margin .................................................

20.3 %

23.0 %

(21.6) %

(21.5) %

46.7 %

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

expense in the accompanying Consolidated Financial Statements.

(2) These fees relate to advisor and legal costs incurred for advice pertaining to an alternative debt transaction that

was abandoned in the fourth quarter of 2021 and an alternative equity transaction that was abandoned in the fourth
quarter of 2022.

(3) Executive transition costs represent costs associated with the search for the Company’s new CFO during the third

quarter of 2021 and the search for the company’s CEO in 2019.

(4) The impairment of long-lived assets primarily relates to the write down of certain intangible assets related to a

purchased affiliate and internally developed software and leasehold improvements no longer in use.

(5) Sales force reorganization costs represents redundancy costs associated with changes to the Company’s sales force

implemented during the first quarter of 2022.

(6) The net impact of Regal’s termination of the ESA resulting from the disposal of the intangible asset partially
offset by the surrender of Regal’s ownership in the Company and the forgiveness of prepetition claims.

(7) Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld
Proceeding and Chapter 11 Case and related appeals during the year ended December 28, 2023, as well as
retention related expenses and retainers to the members of the special and restructuring committees of the
Company’s Board of Directors.

Known Trends and Uncertainties

Beverage Revenue—Under the ESAs, up to 90 seconds of The Noovie® Show program can be sold to the ESA Parties

to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. In 2023 and 2022,
Cinemark and Regal, prior to its termination of the ESA, purchased 60 seconds of on-screen advertising time and AMC
purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The ESA Parties’ current

long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such
commitments could change in the future. Per the ESA with AMC, the time sold to the beverage supplier is priced equal to the
greater of (1) the advertising CPM charged by NCM LLC in the previous year for the time sold to the beverage supplier and (2)
the advertising CPM for the previous year charged by NCM LLC to unaffiliated third parties during segment one (closest to
showtime) of The Noovie Show in the ESA Parties’ theaters, limited to the highest advertising CPM being then-charged by
NCM LLC. Beginning in 2020 and in accordance with the 2019 ESA Amendments, the price for the time sold to Cinemark and
Regal’s beverage suppliers now increases at a fixed rate of 2.0% each year. As of July 14, 2023, the effective date of the Regal
Advertising Agreement, the Company no longer receives ESA beverage revenue from Regal.

Theater Access Fees—In consideration for NCM LLC’s access to the ESA Parties’ theater attendees for on-screen

advertising and use of lobbies and other space within the ESA Parties’ theaters for the LEN and lobby promotions, the ESA
Parties receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron
and a fixed payment per digital screen (connected to the DCN). The payment per theater patron increases by 8% every five
years, with an increase occurring in the current year and the next increase occurring in 2027. Pursuant to the ESAs, the payment
per digital screen increases annually by 5%. Pursuant to the 2019 ESA Amendments, Cinemark receives and Regal previously
received an additional monthly theater access fee beginning November 1, 2019 in consideration for NCM LLC's access to
certain on-screen advertising inventory after the advertised showtime of a feature film. These fees are also based upon a fixed
payment per patron of $0.052 beginning on November 1, 2022 and (iv) increasing 8% every five years beginning November 1,
2027. As of July 14, 2023, Regal rejected and terminated the Regal ESA and the Regal Advertising Agreement became
effective. The payments under the Regal Advertising Agreement are based on the attendance at Regal’s theaters and the revenue
generated by the Company through advertising displayed in Regal’s theaters and recorded within “Advertising operating costs”
in the Consolidated Statement of Operations.

Financial Condition and Liquidity

Liquidity and Capital Resources

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 interest or principal payments on our Revolving Credit
Facility 2023, income tax payments, TRA payments, available cash payments (as defined in the NCM LLC Operating
Agreement) to Cinemark and AMC in the event the ESA Parties hold NCM LLC membership units and amount of dividends to
NCM, Inc.’s common stockholders.

On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023 with CIT Northbridge Credit LLC as

agent. The Revolving Credit Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade
accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC has
access to under the revolver is $55.0 million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter alia,
working capital and capital expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026. The interest rate
under the Revolving Credit Facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving
commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver
usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contains a
financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at
least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period begins upon (i) an event of default or (ii) if availability is less than
the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ends only if (i) no event of
default existed for the preceding 30 consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of
aggregate revolving commitments. Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew
$10.0 million from the facility, which represents the only amount currently outstanding under the Revolving Credit Facility
2023, as of December 28, 2023.

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

Cash, cash equivalents and marketable securities (1) ....................... $

34.6 $

62.7 $

NCM LLC’s Revolving Credit Facility 2023 availability (2) ..........

NCM LLC’s revolver credit facility availability (3) ........................

44.4

—

7.2

Total liquidity ............................................................................... $

79.0 $

69.9 $

(28.1)

44.4

(7.2)

9.1

Years Ended

$ Change

December 28, 2023

December 29, 2022

2022 to 2023

(1) Included in cash and cash equivalents as of December 28, 2023 and December 29, 2022 there was $31.9 million

and $59.4 million, respectively, of cash held by NCM LLC which is not available to satisfy NCM, Inc.'s dividend
payments and other NCM, Inc. obligations.

(2) NCM LLC’s total capacity under the Revolving Credit Facility 2023, which is subject to fluctuations in the

underlying assets, is $55.0 million as of December 28, 2023. As of December 28, 2023, the amount available
under the NCM LLC Revolving Credit Facility 2023 in the table above is net of the amount outstanding under the
Revolving Credit Facility 2023 of $10.0 million and the outstanding letters of credit of $0.6 million.

(3) The revolving credit facility portion of NCM LLC’s total borrowings that was 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 previous senior secured credit facility, and a portion was available for letters of
credit. NCM LLC’s total capacity under the previous revolving credit facility pursuant to the Credit Agreement,
dated as of June 20, 2018 among NCM LLC as borrower, JPMorgan Chase Bank, N.A. in its capacity as
administrative agent and the lenders party thereto (the “Credit Agreement 2018”) was $175.0 million as of
December 29, 2022 and NCM LLC’s total capacity under the previous revolving credit facility pursuant to the
revolving credit agreement, dated as of January 5, 2022, among NCM LLC as borrower, Wilmington Savings
Fund Society, FSB in its capacity as administrative agent, and the lenders party thereto (the “Revolving Credit
Agreement 2022”) was $50.0 million as of December 29, 2022. As of December 29, 2022, the amount available
under the NCM LLC revolving credit facilities pursuant to the Credit Agreement 2018 and the Revolving Credit
Agreement 2022 in the table above was net of the amount outstanding under the revolving credit facilities of
$217.0 million and outstanding letters of credit of $0.8 million. These facilities were terminated on August 7,
2023 in conjunction with the Chapter 11 Case.

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

Operating cash flow ................................................................................................... $

Investing cash flow .................................................................................................... $

Financing cash flow ................................................................................................... $

(6.7) $

32.6 $

(52.1) $

(47.3)

(0.4)

10.3

Years Ended

2023

2022

Cash Flows – Fiscal Years 2023 and 2022

Operating Activities. The $40.6 million decrease in cash used in operating activities for the year ended December 28,

2023, as compared to the year ended December 29, 2022, was primarily due to 1) a $76.3 million increase in account receivable
collections primarily due to higher revenue of NCM LLC during the year ended December 28, 2023, as compared to the year
ended December 29, 2022, 2) a $2.2 million increase in integration and other encumbered theaters payments received in 2023
due to higher revenue in the fourth quarter of 2022, paid in the first quarter of 2023, as compared to the fourth quarter of 2021
and 3) a $0.4 million decrease in the change of other assets due primarily to the change in NCM LLC’s account balances
between deconsolidation on April 11, 2023 and reconsolidation on August 7, 2023. The increases in cash provided by operating
activities were partially offset by 1) a $16.9 million increase in payments of accounts payable and accrued expenses primarily
due to NCM LLC’s emergence from bankruptcy in 2023, as well as, the change in NCM LLC’s account balances between
deconsolidation on April 11, 2023 and reconsolidation on August 7, 2023, 2) an $11.0 million decrease in prepaid expenses
primarily due to NCM LLC’s emergence from bankruptcy in 2023, 3) a $5.2 million increase in amounts paid to the ESA
Parties, net due to NCM LLC’s emergence from bankruptcy and the prospective reclassification of the Regal related payments
during 2023 and 4) a $3.7 million increase in net loss adjusted for non-cash items during the year ended December 28, 2023, as
compared to the year ended December 29, 2022.

Investing Activities. The $33.0 million increase in cash provided by investing activities for the year ended December 28,

2023, as compared to the year ended December 29, 2022, was primarily due to a $49.5 million addition of cash, cash
equivalents and restricted cash due to the reconsolidation of NCM LLC in the third quarter of 2023 and a $0.7 million increase
in proceeds from sale and maturities of marketable securities. The increases in cash provided were partially offset by a $15.5
million contribution provided upon the reconsolidation of NCM LLC and a $1.9 million decrease in proceeds from the sale of
assets in the year ended December 28, 2023, as compared to the year ended December 29, 2022.

Financing Activities. The $62.4 million increase in cash used by financing activities for the year ended December 28,

2023, as compared to the year ended December 29, 2022, was primarily due to the issuance of the $50.0 million Revolving
Credit Facility 2022 in the first quarter of 2022 with no issuance in 2023, as well as, the $49.6 million removal of cash, cash
equivalents and restricted cash due to the deconsolidation of NCM LLC in the second quarter of 2023. These increases in cash
used were partially offset by a $19.8 million decrease in the purchases of NCM LLC’s 5.875% Senior Secured Notes due 2028

as there were no purchases made in 2023, a $9.0 million decrease in dividend payments following the suspension of the
dividend in the third quarter of 2022, a $5.8 million decrease in payments of debt issuance costs due to limited refinancing
activity in the year ended December 28, 2023, as compared to the year ended December 29, 2022, and a $2.4 million decrease
in repayment of the term loan facility due to the discharge of NCM LLC’s historical debt through its Chapter 11 Case during
the year ended December 28, 2023.

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 28, 2023 were $37.6 million
(including $34.9 million of cash and restricted cash held by 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 2023 and cash on
hand. NCM LLC drew down $10.0 million of its Revolving Credit Facility 2023 immediately upon emergence from bankruptcy
on August 7, 2023. The $34.9 million of cash at NCM LLC will be used to fund operations. Cash at NCM, Inc. is used to fund
income taxes, payments associated with the TRA and for future payment of dividends to NCM, Inc. stockholders.

Cash flows generated by NCM LLC’s distributions to NCM, Inc. and NCM LLC’s other members were deferred during

the Chapter 11 Case. NCM LLC is required, pursuant to the terms of the NCM LLC Operating Agreement, to distribute its
available cash, as defined in the NCM LLC Operating Agreement, quarterly to its members (only NCM, Inc. as of December
28, 2023). The other members are only able to receive available cash when they hold units. The available cash distribution to
the members of NCM LLC for the three months ended December 28, 2023 was calculated as approximately $30.3 million, due
entirely to NCM, Inc, as the sole holder of NCM LLC units as of December 28, 2023. The available cash distribution to the
members of NCM LLC for the combined three months ended March 31, 2023, three months ended June 29, 2023 and three
months ended September 28, 2023 was calculated as approximately negative $50.6 million, of which NCM, Inc.'s share is
approximately negative $50.6 million. Further there was $20.6 million and $93.7 million of negative available cash generated
during the years ended December 29, 2022 and December 30, 2021, respectively. Regal’s portion of the negative available cash
generated was extinguished as part of the Termination Agreement. Pursuant to the NCM LLC Operating Agreement, there were
no available cash distributions made for the first, second or third quarter of 2023. The available cash distribution related to the
fourth quarter of 2023 is due to NCM, Inc. in the first quarter of 2024. NCM, Inc. has the option to defer payment at its
discretion. Negative available cash distributions for the years of 2022 and 2021 are expected to be netted in accordance with the
NCM LLC Operating Agreement against future positive available cash distributions.

NCM, Inc. expects to use its cash balances and cash received from future available cash distributions (as allowed for

under the Revolving Credit Facility 2023) to fund payments associated with the TRA, stock repurchases and future dividends as
declared by the Board of Directors. The Company does not expect to make a TRA payment in 2024 for the 2023 tax year and
did not make a TRA payment in 2023 for the 2022 tax year. Distributions from NCM LLC and NCM, Inc. cash balances should
be sufficient to fund payments associated with the TRA, income taxes and any stock buybacks or declared dividends for the
foreseeable future at the discretion of the Board of Directors. At the discretion of the Board of Directors, it is the Company’s
intention to distribute substantially all its free cash flow to stockholders through dividends. The declaration, payment, timing
and amount of any future dividends payable will be at the sole discretion of the Board of Directors who will take into account
general economic and advertising market business conditions, the Company’s financial condition, available cash, current and
anticipated cash needs and any other factors that the Board of Directors considers relevant.

Capital Expenditures

Capital expenditures of NCM LLC include digital applications being developed primarily by our programmers and
outside consultants, capitalized software development or upgrades for our Digital Content Software, audience targeting and data
management systems, cinema advertising management system, equipment required for our Customer Experience Center 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 install equipment at or digitize all or a portion of a network affiliate’s theaters when
they are added to our network. Capital expenditures in 2023 were $5.3 million (including $2.0 million associated with upgrades
to our existing systems related to the continued upgrades of our cinema advertising management system; $1.5 million
associated with digital product development; $1.3 million associated with certain implementation and prepaid costs associated
with Cloud Computing arrangements and $0.3 million associated with network affiliate additions) compared to $4.2 million for
the 2022 period (including $1.9 million associated with digital product development; $0.9 million associated with upgrades to
our existing systems related to the continued upgrades of our cinema advertising management system; $0.4 million associated
with network affiliate additions and $0.1 million associated with certain implementation and prepaid costs associated with
Cloud Computing arrangements). The capital expenditures have typically been satisfied through cash flow from operations. All
capital expenditures related to the DCN within the ESA Parties’ theaters have been made by the ESA Parties under the
ESAs. We expect they will continue to be made by the ESA Parties in accordance with the ESAs.

We expect to make approximately $6.0 million to $7.0 million of capital expenditures in fiscal 2024. We expect
approximately $3.2 million of capital expenditures related to upgrades to our Digital Content Software distribution and content
management software and our other internal management systems, including our cinema advertising management system,
reporting systems, network equipment related to currently contracted network affiliate theaters, server and storage upgrades and
software licensing, $ 1.5 million towards network affiliate additions, $1.5 million towards digital products and data sets and
$0.2 million towards leasehold improvements. Our capital expenditures may increase as we add additional network
affiliates. We expect that additional expenditures, if any, would be funded in part by additional cash flows associated with those
new network affiliates.

Financings

On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023 with CIT Northbridge Credit LLC as

agent. The Revolving Credit Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade
accounts receivable balance, as adjusted for aged balances and other considerations, and is secured by a lien on substantially all
of assets of NCM LLC. The maximum availability NCM LLC has access to under the Revolving Credit Facility 2023 is $55.0
million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter alia, working capital and capital
expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026. The interest rate under the Revolving credit
facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii)
4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver usage for the prior calendar month
as a benchmark for this determination). The Revolving Credit Facility 2023 also contains a financial maintenance covenant
requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at least 1.1 to 1.0 during a “Trigger
Period.” A Trigger Period begins upon (i) an event of default or (ii) if availability is less than the greater of (a) $5.0 million and
(b) 10% of aggregate revolving commitments. A Trigger Period ends only if (i) no event of default existed for the preceding
thirty (30) consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving
commitments. Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from
the facility, which represents the only amount currently outstanding under the Revolving Credit Facility 2023, as of December
28, 2023. The Revolving Credit Facility 2023 also contains customary representations, warranties, covenants, events of default,
terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. As of
December 28, 2023, NCM LLC’s maximum availability under the $55.0 million Revolving Credit Facility 2023 was
$44.4 million, net of $10.0 million outstanding and net letters of credit of $0.6 million. The weighted-average interest rate on
the Revolving Credit Facility 2023 as of December 28, 2023 was 9.20%. Upon execution of the Revolving Credit Facility
2023, NCM LLC recorded $2.4 million as debt issuance costs and received $9.1 million in proceeds.

The Revolving Credit Facility 2023 contains a number of covenants and financial ratio requirements, with which NCM
LLC was in compliance at December 28, 2023, including maintaining a fixed charge coverage ratio in excess of 1.1:1.00 on a
monthly basis while maintaining availability in excess of either (i) $8.25 million or (ii) 15.0% of the aggregate revolver
commitments (the “availability thresholds”). NCM LLC is permitted to make quarterly dividend payments and other payments
based on the fixed charge coverage ratio and availability thresholds so long as no default or event of default has occurred and
continues to occur. Dividend payments and other distributions are made if the fixed charge coverage ratio is in excess of 1.1:1.0
and availability, after the distribution, is in compliance with the availability thresholds.

There are no borrower distribution restrictions as long as NCM LLC’s fixed coverage ratio is 1.1:1.0, NCM LLC

maintains availability under the availability thresholds and NCM LLC is in compliance with its debt covenants. If there are
borrower distribution restrictions on the payments, NCM LLC may not declare or pay any dividends, or make any payments on
account of NCM LLC 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 a management services agreement, between
NCM, Inc. and NCM LLC, in exchange for NCM, Inc. providing specified management services to NCM LLC. NCM LLC can
also make payments pursuant to the Common Unit Adjustment Agreement and 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.

As of December 28, 2023, the NCM LLC’s fixed charge coverage ratio was 54.2:1.0 (versus the required ratio of
1.1:1.0) and had availability under the Revolving Credit Facility 2023 of $44.4 million (versus the applicable availability
threshold of $8.25 million). As of December 28, 2023, NCM LLC was in compliance with the financial covenants of the
Revolving Credit Facility 2023 described above.

As of December 28, 2023, the weighted average remaining maturity was 2.6 years. As of December 28, 2023, 100% of

our borrowings bear interest at variable rates and as such, our net income and earnings per share could fluctuate with market
interest rate fluctuations that could increase or decrease the interest paid on our borrowings.

Critical Accounting Estimates and 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.

Deconsolidation of NCM LLC

NCM LLC does not have a readily determinable fair value. Upon the deconsolidation of NCM LLC, the original cost of

the investment was valued based upon NCM, Inc.'s ownership of the secured debt of NCM LLC and the estimation of the
enterprise value of NCM LLC utilizing a combination of a market approach and income approach. The market approach relied
upon a comparison with guideline public companies and entails selecting relevant financial information of the subject company
and capitalizing those amounts using valuation multiples that are based on empirical market observation. The income approach
relied upon an analysis of NCM LLC’s projected economic earnings discounted to present value. Significant assumptions
utilized within these analyses include the weighted average cost of capital and NCM LLC’s forecasted cash flows. Due to the
inherent uncertainty of determining the fair value of securities that do not have a readily available fair value, the determination
of the fair value required significant judgment or estimation and changes in the estimates and assumptions used in the valuation
models could materially affect the determination.

Reconsolidation of NCM LLC

The Company accounted for the reconsolidation of NCM LLC using the acquisition method of accounting. The
acquisition method requires the Company to make significant estimates and assumptions, especially at the acquisition date as
the Company allocates the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. The
Company also uses our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which
impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and
assumptions are inherently uncertain as they pertain to forward looking views of the Company’s businesses, client behavior and
market conditions. See Note 5—Reconsolidation of NCM LLC for further information on the valuation methods and the results
of applying the acquisition method of accounting, including the estimated fair values of the assets acquired and liabilities
assumed, and, where relevant, the estimated remaining useful lives.

Valuation of Intangible Assets

In accordance with ASC 360—Property, Plant and Equipment, we evaluate intangible assets and other long-lived assets
for impairment whenever a triggering event occurs indicating that they may not be recoverable. Recoverability is assessed by
comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. If the carrying
amount of an asset group is not recoverable, an impairment loss is recognized equal to the difference between the carrying
amount and the fair value of the asset group. We group assets for purposes of such review at the lowest level for which
identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities.
In order to develop future undiscounted net cash flows, we utilize estimates and assumptions based on historical data and
consideration of future market conditions while incorporating management’s expectations as of the balance sheet date.
Unforeseen events, changes in circumstances and market conditions and material differences in estimates of future cash flows
could adversely affect the fair value of our assets and could result in impairment charges.

Income Taxes

Nature of Estimates Required. 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. The Company generated a
three-year cumulative pre-tax book loss during 2021 driven by the impact of the COVID-19 Pandemic on the Company’s
operations in 2020 and 2021. Given the associated weight assigned to this item as negative evidence within the Company’s
analysis, the Company determined it is more-likely-than-not that the Company will not be able to realize certain of the
Company’s deferred tax assets before they expire. Given the additional pre-tax book losses in 2022, the Company continues to
have a valuation allowance in the amount of $146.0 million against the deferred tax asset as of December 28, 2023. As we do
expect to generate pre-tax book income following the complete recovery from the lingering impacts of the COVID-19

Pandemic and Chapter 11 Case, we have recorded an impact from the Net Business Interest Expense Limitation IRC § 163(j)
on our payable to ESA Parties under the TRA.

In addition, due to the basis differences resulting from our IPO-related transactions (including the TRA with the ESA

Parties) and subsequent adjustments pursuant to the Common Unit Adjustment Agreement, we are required to make cash
payments under the TRA to the ESA Parties 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. Following the increase in the valuation allowance as
of December 31, 2020, the Company recorded a corresponding $151.9 million reduction to the “Payable to ESA Parties under
the tax receivable agreement” equal to the portion of the payable related to 90% of the amortization of the expected benefits
from the realization of the deferred tax assets deemed not more-likely-than-not to be realized as of December 31, 2020. Once
the Company returns to a more normal operating level and emerges from a three-year cumulative pre-tax book loss position,
part or all the valuation allowance is expected to reverse, resulting in an inverse impact to the payable to ESA Parties under the
tax receivable agreement which would increase to reflect future payments to the ESA Parties at that time. The requirements of
the TRA, 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. Management performs thorough
analysis of the estimate each quarter and upon new information or conditions will refine its estimate. If we were to fail to meet
certain of the requirements of the TRA, we could be subject to additional payments to taxing authorities or to the ESA
Parties. We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical
merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals
or litigation. The tax benefits recognized in the audited Consolidated Financial Statements from such a position are measured as
the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

For fiscal 2023, our provision for income taxes was $0.0 million. Changes in management’s estimates and assumptions
regarding the enacted tax rate applied to deferred tax assets and liabilities, the ability to realize the value of deferred tax assets,
or the timing of the reversal of tax basis differences and judgments used to determine hypothetical tax outcomes exclusive of
the IPO date transaction and agreements could impact the provision for income taxes and change the effective tax rate.

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.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The primary market risk to which we are exposed is interest rate risk. On August 7, 2023, NCM LLC entered into the

Revolving Credit Facility 2023. The maximum capacity that NCM LLC has access to under the Revolving Credit Facility 2023
is $55.0 million. The interest rate under the Revolving Credit Facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if
less than 50.0% of revolving commitments are utilized or (ii) 4.50% if 50.0% or more of revolving commitments are utilized
(utilizing the average revolver usage for the prior calendar month as a benchmark for this determination).

As of December 28, 2023, the interest rate risk that we are exposed to is related to our $10.0 million draw upon the

Company’s Revolving Credit Facility 2023. A 100 basis point fluctuation in market interest rates underlying the Revolving
Credit Facility 2023 would have the effect of increasing or decreasing our interest expense by approximately $0.1 million for an
annual period on the $10.0 million outstanding as of December 28, 2023.

Item 8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

National CineMedia, Inc. and Subsidiaries

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID: 34) .........................

Consolidated Balance Sheets as of December 28, 2023 and December 29, 2022 .............................................................

Consolidated Statements of Operations for the years ended December 28, 2023 and December 29, 2022 ......................

Consolidated Statements of Equity/(Deficit) for the years ended December 28, 2023 and December 29, 2022 ..............

Consolidated Statements of Cash Flows for the years ended December 28, 2023 and December 29, 2022 ....................

Notes to Consolidated Financial Statements .....................................................................................................................

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of National CineMedia, Inc. and subsidiaries (the "Company")
as of December 28, 2023 and December 29, 2022, the related consolidated statements of operations, equity/(deficit), and cash
flows, for each of the two years in the period ended December 28, 2023, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 28, 2023 and December 29, 2022, and the results of its operations and its cash flows for each of
the two years in the period ended December 28, 2023, in conformity with accounting principles generally accepted in the
United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.

Income Taxes – Tax Receivable Agreement — Refer to Notes 1, 7 and 9 to the Consolidated Financial Statements

Critical Audit Matter Description

The Company and the ESA Parties entered into the Tax Receivable Agreement (“TRA”) at the time of the Company’s initial
public offering (“IPO”). Under the terms of this agreement, the Company will make cash payments to the ESA Parties in
amounts equal to 90% of the Company’s actual tax benefit realized primarily from the tax amortization of the intangible assets
described below, which is recorded as a deferred tax asset. For purposes of the TRA, cash savings in income and franchise tax
will be computed by comparing the Company’s actual income and franchise tax liability to the amount of such taxes that the
Company would have been required to pay had there been no increase in the Company’s proportionate share of tax basis in
National CineMedia, LLC’s (“NCM LLC”) tangible and intangible assets had the Company not entered into the TRA. The TRA
applies to the Company’s taxable years up to and including the 30th anniversary of the IPO. During the fiscal year ended
December 28, 2023, the Company paid the ESA Parties $0.0 million for the 2022 tax year. In addition, changes in the deferred
tax rate and in the Company’s realization assessment of its deferred tax assets, and therefore changes to future amounts
probable to be paid under the TRA led to a re-measurement of the payable, resulting in an increase of $24.2 million during the
fiscal year. At December 28, 2023, the Company’s payable under the TRA was $59.8 million; of which $0.0 million is
presented as a component of current liabilities and $59.8 million is presented as a component of non-current liabilities.

We identified the computation of adjustments to the payable under the TRA as a critical audit matter because of the complex
calculations required to arrive at the correct tax basis upon which to calculate the corresponding payable under the TRA and
deferred tax asset adjustments. This involved complexity in applying the tax law, and calculations of (a) incremental
amortizable step-up in tax basis, (b) the iterative impact of the computation of adjustments to the payable under the TRA to
owners and (c) the overall payable under the TRA. The amount of the payable under the TRA, as well as the timing of such
payments, is dependent upon a number of complex items including: (i) the tax basis in the units of NCM LLC being issued as
part of a common unit adjustment or exchanged for common stock of the Company, (ii) the allocation of the tax basis step up to
the applicable assets, (iii) the amount and timing of taxable income the Company generates in future periods until the payable
under the TRA is settled, (iv) the portion of the Company’s payments under the TRA that constitute imputed interest or give
rise to depreciable or amortizable tax basis and (v) the amount and timing of tax attribute utilization on a with and without basis
in accordance with the TRA.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of our income tax specialists, our audit procedures related to the computation of adjustments to the payable
under the TRA included the following procedures, among others:

• We read the individual TRA and Exhibitor Services Agreements to compare the terms in each agreement for

consistency with the mathematical model used by management to calculate the adjustments to the payable under the
TRA and deferred tax asset.

• We evaluated management’s computation of adjustments to the year-end balance of the payable under the TRA
amount by recalculating the payable under the TRA at the end of the year, taking into account the various unit
exchanges occurring during the year as well as the additions in the payable under the TRA for each Common Unit
Adjustment, termination of the Regal Exhibitor Service Agreement, and bankruptcy emergence, among others.

• We analyzed the impact of any taxable income limitations on the payable under the TRA.

• We prepared our own model to independently recompute the payable under the TRA and compare to the recorded

balance.

• We reconciled realization of tax payments and deductions to the payable under the TRA.

Reconsolidation of National CineMedia, LLC — Refer to Notes 1 and 5 to the Consolidated Financial Statements

Critical Audit Matter Description

On April 11, 2023, NCM LLC filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter
11 of Title 11 of the United States Code in the Bankruptcy Code in the Bankruptcy Court. During the Chapter 11 Case, the
Company was deemed to no longer control NCM LLC for accounting purposes and NCM LLC was deconsolidated from the
Company’s financial statements prospectively as of April 11, 2023. Upon emergence from bankruptcy, the Company regained
control and retained 100.0% ownership of NCM LLC, after taking into account elections by the holders of secured debt claims
to receive NCM, Inc. common stock in lieu of NCM LLC common units. Therefore, NCM LLC was reconsolidated into the
Company’s financial statements prospectively as of August 7, 2023. The Company accounted for the reconsolidation of NCM
LLC as a business combination using the acquisition method of accounting. Accordingly, the purchase price was allocated to
the assets acquired and liabilities assumed based on their estimated fair values as of the date of reconsolidation, including
exhibitor service agreements of $250.0 million and network affiliate agreements of $75.0 million. Management estimated the
fair values of the exhibitor service agreements and network affiliate agreements using the multi-period excess earnings method.
The fair value determination of the exhibitor service agreements and network affiliate agreements requires management to
make significant estimates and assumptions to determine forecasted cash flows, including those related to future revenue
growth rates and the weighted average cost of capital.

As such, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree
of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our auditing procedures related to the future revenue growth rates and the weighted average cost of capital included the
following, among others:

• We obtained an understanding of management’s key assumptions in developing the forecasted revenue.

• We evaluated management’s ability to accurately forecast revenue growth rates by comparing actual results to

management’s historical forecasts.

• We assessed the reasonableness of management’s forecast of future revenue growth rates by comparing projections to

historical results, macroeconomic data, industry data, analyst reports, and certain of its peer companies.
• We evaluated whether the forecast of future revenue growth rates was consistent with projections used by the

Company in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of management’s long-term revenue

growth rate by analyzing inflation, economic, and industry growth statistics.

• With the assistance of our fair value specialists, we evaluated the reasonableness of management’s weighted average

cost of capital by:

◦

Testing the source information underlying the determination of the weighted average cost of capital and
testing the mathematical accuracy of the calculation.

◦ Developing a range of independent estimates and comparing those to the weighted average cost of capital

selected by management.

/s/ Deloitte & Touche LLP

Denver, Colorado

March 18, 2024

We have served as the Company's auditor since 2006.

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

December 28, 2023

December 29, 2022

ASSETS

CURRENT ASSETS:

Cash and cash equivalents ................................................................................................................................ $

34.6 $

Restricted cash ..................................................................................................................................................

Short-term marketable securities ......................................................................................................................

Receivables, net of allowance of $1.4 and $1.7, respectively ..........................................................................

Prepaid expenses and other current assets ........................................................................................................

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

NON-CURRENT ASSETS:

Property and equipment, net of accumulated depreciation of $1.6 and $54.8, respectively ............................

Intangible assets, net of accumulated amortization of $15.0 and $270.2, respectively ....................................

Other investments .............................................................................................................................................

Long-term marketable securities ......................................................................................................................

Debt issuance costs, net ....................................................................................................................................

Other assets .......................................................................................................................................................

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

3.0

—

96.6

9.6

143.8

15.8

394.3

0.7

—

2.2

10.9

423.9

TOTAL ASSETS ................................................................................................................................................... $

567.7 $

LIABILITIES AND EQUITY/(DEFICIT)

CURRENT LIABILITIES:

Amounts due to ESA Parties, net (related party payables of $0.0 and $15.2, respectively) ............................ $

6.6 $

Payable under the TRA (related party payables of $0.0 and $0.2, respectively) .............................................

Accrued expenses .............................................................................................................................................

Accrued payroll and related expenses ..............................................................................................................

Accounts payable ..............................................................................................................................................

Deferred revenue ..............................................................................................................................................

Short-term debt, net of debt issuance costs of $0.0 and $7.9, respectively ......................................................

Other current liabilities .....................................................................................................................................

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

NON-CURRENT LIABILITIES:

Long-term debt .................................................................................................................................................

Payable under the TRA (related party payables of $0.0 and $25.5, respectively) ...........................................

Other liabilities .................................................................................................................................................

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

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

COMMITMENTS AND CONTINGENCIES (NOTE 13)

EQUITY/(DEFICIT):

NCM, Inc. Stockholders’ Equity/(Deficit):

Preferred stock, $0.01 par value; 10,000,000 shares authorized, 50 and 0 issued and outstanding,
respectively ....................................................................................................................................................

Common stock, $0.01 par value; 260,000,000 shares authorized, 96,837,039 and 12,840,264 issued and
outstanding, respectively ...............................................................................................................................

Additional paid in capital (deficit)....................................................................................................................

Retained earnings (distributions in excess of earnings) ...................................................................................

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

Noncontrolling interests ...................................................................................................................................

Total equity/(deficit) ..................................................................................................................................

—

1.6

17.7

21.7

9.8

—

1.0

58.4

10.0

59.8

5.0

74.8

133.2

—

2.6

115.3

316.6

434.5

—

434.5

TOTAL LIABILITIES AND EQUITY/(DEFICIT) .............................................................................................. $

567.7 $

Refer to accompanying notes to Consolidated Financial Statements.

61.7

2.1

0.7

92.0

7.9

164.4

13.0

586.7

0.9

0.3

3.3

23.8

628.0

792.4

18.2

0.3

17.8

8.3

25.0

10.2

1,121.1

2.2

1,203.1

—

35.3

18.0

53.3

1,256.4

—

1.3

(146.2)

(370.4)

(515.3)

51.3

(464.0)

792.4

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

Years Ended

December 28,
2023

December 29,
2022

Revenue (including revenue from related parties of $14.2 and $14.4, respectively) .................. $

165.2 $

249.2

OPERATING EXPENSES:

Advertising operating costs ....................................................................................................

Network costs .........................................................................................................................
ESA theater access fees and revenue share (including fees to related parties of $16.5 and
$59.4, respectively) ..............................................................................................................

Selling and marketing costs ....................................................................................................

Administrative and other costs ...............................................................................................

Impairment of long-lived assets ..............................................................................................

Depreciation expense ..............................................................................................................

Amortization expense .............................................................................................................

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

30.7

6.3

43.1

29.6

57.3

—

3.1

22.4

192.5

OPERATING (LOSS) INCOME ......................................................................................

(27.3)

NON-OPERATING (INCOME) EXPENSES:

Interest on borrowings ............................................................................................................

Loss (gain) on modification and retirement of debt, net .........................................................
Loss on re-measurement of the payable under the tax receivable agreement .........................

Gain on sale of asset ...............................................................................................................

Gain on deconsolidation of affiliate .......................................................................................

Gain on re-measurement of investment in NCM LLC ...........................................................

Gain on reconsolidation of NCM LLC ...................................................................................

Other non-operating income, net ............................................................................................

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

INCOME (LOSS) BEFORE INCOME TAXES .........................................................................

Income tax expense .................................................................................................................
CONSOLIDATED NET INCOME (LOSS) ...............................................................................
Less: Net loss attributable to noncontrolling interests ...........................................................

NET INCOME (LOSS) ATTRIBUTABLE TO NCM, INC. .....................................................

27.9

0.4
9.3

(0.3)

(557.7)

(35.5)

(167.8)

(0.3)

(724.0)

696.7

—
696.7

(8.5)

705.2

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NCM, INC. ............................ $

705.2 $

27.2

8.4

82.3

42.8

44.3

5.8

6.5

25.0

242.3

6.9

79.7

(5.9)
2.2

(2.2)

—

(0.7)

73.1

(66.2)

—
(66.2)
(37.5)

(28.7)

NET INCOME (LOSS) PER NCM, INC. COMMON SHARE:

Basic ........................................................................................................................................ $

Diluted .................................................................................................................................... $

14.73 $

14.34 $

(3.50)

WEIGHTED AVERAGE SHARES OUTSTANDING:

Basic ........................................................................................................................................

47,882,944

Diluted ....................................................................................................................................

48,574,583

8,196,801

Refer to accompanying notes to Consolidated Financial Statements.

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

NCM, Inc.

Common Stock

Preferred Stock

Consolidated

Amount

Additional
Paid in
Capital
(Deficit)

Retained
Earnings
(Distributions
in Excess of
Earnings)

Noncontrolling
Interest

— $

(195.5) $

(332.0) $

Balance—December 30, 2021 ............ $

(383.5)

8,062,689 $

Distributions to ESA Parties ..............

NCM LLC equity issued for
purchase of intangible asset .............

Income tax and other impacts of
NCM LLC ownership changes ........

(4.9)

10.4

(17.3)

—

Issuance of shares ...............................

12.4

4,663,845

NCM, Inc. investment in NCM LLC .

Comprehensive loss, net of tax ..........

Share-based compensation issued,
net of tax ..........................................

Share-based compensation expense/
capitalized ........................................

Cash dividends declared $0.11 per
share ................................................

(12.4)

(66.2)

—

(0.1)

113,730

7.3

(9.7)

—

Balance—December 29, 2022 ............ $

(464.0)

12,840,264 $

Deconsolidation of affiliate ................

(33.4)

Income tax and other impacts of
NCM LLC ownership changes ........

(9.5)

—

Issuance of shares ...............................

242.5

83,722,159

NCM LLC common membership
unit redemption ...............................

Comprehensive income, net of tax .....

Share-based compensation issued,
net of tax ..........................................

Share-based compensation expense/
capitalized ........................................

(2.6)

696.7

—

0.1

274,616

4.7

—

Balance—December 28, 2023 ............ $

434.5

96,837,039 $

0.8

—

0.4

—

0.1

—

1.3

—

1.2

—

0.1

—

2.6

(28.7)

(37.5)

—

4.9

39.8

12.0

(12.4)

—

(0.2)

5.2

—

(9.7)

— $

(146.2) $

(370.4) $

—

50.0

—

(15.3)

(18.1)

33.6

241.3

(2.6)

—

4.5

(0.1)

—

705.2

—

50.0 $

— $

115.3 $

316.6 $

143.2

(4.9)

5.5

(57.1)

—

2.1

—

51.3

—

(43.0)

—

(8.5)

—

0.2

—

Refer to accompanying notes to Consolidated Financial Statements.

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

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net income (loss) ............................................................................................................................................. $

696.7 $

(66.2)

Years Ended

December 28,
2023

December 29,
2022

Adjustments to reconcile consolidated net income (loss) to net cash used in operating activities:

Depreciation expense ......................................................................................................................................................

Amortization expense .....................................................................................................................................................

Non-cash share-based compensation ..............................................................................................................................

Impairment of long-lived assets ......................................................................................................................................

Bad-debt expense ............................................................................................................................................................

Amortization of debt issuance costs ...............................................................................................................................

Loss (gain) on modification and retirement of debt, net .................................................................................................

Non-cash loss on re-measurement of the payable under the TRA .................................................................................

Gain on sale of asset .......................................................................................................................................................

Gain on deconsolidation of affiliate ................................................................................................................................
Gain on re-measurement of NCM LLC ..........................................................................................................................

Gain on reconsolidation of NCM LLC ...........................................................................................................................

Other ...............................................................................................................................................................................

ESA Party integration and encumbered theater payments (including payments from related parties of $0.0 and $0.0,
respectively) .......................................................................................................................................................................

Other cash flows from operating activities, net .....................................................................................................................

Changes in operating assets and liabilities:

Receivables, net ..............................................................................................................................................................

Accounts payable and accrued expenses ........................................................................................................................

Amounts due to ESA Parties, net ....................................................................................................................................

Deferred revenue .............................................................................................................................................................

Prepaid expenses .............................................................................................................................................................

Other, net ........................................................................................................................................................................

Net cash used in operating activities .........................................................................................................................

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment ....................................................................................................................................

Cash contributed in reconsolidation ......................................................................................................................................

Cash, cash equivalents and restricted cash reconsolidated ....................................................................................................

Proceeds from sale and maturities of marketable securities ..................................................................................................
Proceeds from sale of asset ....................................................................................................................................................
Proceeds received from equity method investment ...............................................................................................................

Net cash provided by investing activities ..................................................................................................................

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of dividends ............................................................................................................................................................

Issuance of revolving credit facility ......................................................................................................................................

Repayments of term loan facility ..........................................................................................................................................

Removal of cash, cash equivalents and restricted cash of unconsolidated affiliate ..............................................................

Repayment Notes due 2028 ...................................................................................................................................................

Payment of debt issuance costs .............................................................................................................................................

Repurchase of stock for restricted stock tax withholding ......................................................................................................

Net cash used in financing activities .........................................................................................................................

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ...........................................................................
Cash, cash equivalents and restricted cash at beginning of period ........................................................................................

3.1

22.4

4.5

—

3.4

0.4

9.3

(0.3)

(557.7)
(35.5)

(167.8)

(0.4)

5.0

(0.8)

36.3

(2.7)

(4.2)

(5.4)

(11.0)

(2.0)

(6.7)

(3.3)

(15.5)

49.5

1.0
0.3
0.6
32.6

(0.5)

—

(0.8)

(49.6)

—

(1.2)

—

(52.1)

(26.2)
63.8

Cash, cash equivalents and restricted cash at end of period .................................................................................................. $

37.6 $

Refer to accompanying notes to Consolidated Financial Statements.

6.5

25.0

7.1

5.8

1.0

8.9

(5.9)

2.2

(2.2)

—
—

—

(0.4)

2.8

0.1

(40.0)

14.2

1.0

(4.8)

—

(2.4)

(47.3)

(2.9)

—

0.3
2.2
—
(0.4)

(9.5)

50.0

(3.2)

—

(19.8)

(7.0)

(0.2)

10.3

(37.4)
101.2

63.8

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

Years Ended

December 28,
2023

December 29,
2022

Supplemental disclosure of non-cash financing and investing activity:

Purchase of an intangible asset with NCM LLC equity ......................................................... $
Accrued distributions to ESA Parties (including accrued payments due to related parties
of $0.0 and $4.9, respectively) ............................................................................................. $

Issuance of shares upon the reconsolidation of NCM LLC .................................................... $

Fair value of NCM LLC net assets reconsolidated, net of cash .............................................. $

Purchase of subsidiary equity with NCM, Inc. equity ............................................................ $

Accrued purchases of property and equipment ....................................................................... $
Dividends declared not requiring cash in the period .............................................................. $

Supplemental disclosure of cash flow information:

Cash paid for interest .............................................................................................................. $

Cash payments for income taxes ............................................................................................ $

— $

245.3 $

433.8 $

2.6 $

0.8 $
— $

12.5 $

— $

10.4

4.9

—

12.4

0.8
0.7

66.5

0.1

Refer to accompanying notes to Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NCM, Inc. was incorporated in Delaware as a holding company formed with the purpose of becoming a member and

sole manager of NCM LLC, a limited liability company owned by NCM, Inc. The terms “NCM”, “the Company” or “we” shall,
unless the context otherwise requires, be deemed to include the consolidated entity. NCM, Inc. has no business operations or
material assets other than its cash and ownership interest of 100.0% of the common membership units in NCM LLC as of
December 28, 2023.

The Company operates the largest cinema advertising network reaching movie audiences in the U.S., allowing NCM

LLC to sell advertising under long-term ESAs with the ESA Parties and certain third-party network affiliates, under long-term
network affiliate agreements. As of December 28, 2023, the weighted average remaining term of the ESAs is
approximately 12.2 years. The network affiliate agreements expire at various dates between March 24, 2024 and July 13, 2033.
The weighted average remaining term of the ESAs and the network affiliate agreements together is 11.9 years as of December
28, 2023.

In December 2022, AMC and Regal each redeemed all of their outstanding membership units in exchange for shares of

NCM, Inc. common stock, reducing AMC’s and Regal’s ownership to 0.0% as of December 29, 2022. On February 23, 2023
and March 23, 2023, Cinemark redeemed all of their outstanding membership units in exchange for shares of NCM, Inc.
common stock reducing Cinemark’s ownership interest in NCM LLC to 0.0% as of December 28, 2023. 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
specified management services to NCM LLC.

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”).

In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position,

results of operations and cash flows for all periods presented have been made and all intercompany accounts have been
eliminated in consolidation. 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.

Advertising is the principal business activity of the Company and is the Company’s only operating and reportable

segment under the requirements of ASC 280—Segment Reporting.

Estimates—The preparation of the 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,
income taxes, intangible assets and the valuation of NCM LLC upon deconsolidation and reconsolidation. Actual results could
differ from those estimates.

Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC—On April 11, 2023, NCM LLC filed a
voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code
in the Bankruptcy Code in the Bankruptcy Court (the “Chapter 11 Case”). During the Chapter 11 Case, the Company was
deemed to no longer control NCM LLC for accounting purposes and NCM LLC was deconsolidated from the Company’s
financial statements prospectively as of April 11, 2023. NCM LLC does not have a readily determinable fair value. Upon the
deconsolidation of NCM LLC, the original cost of the investment was valued based upon NCM, Inc.'s ownership of the secured
debt of NCM LLC and the estimation of the enterprise value of NCM LLC utilizing a combination of a market approach and
income approach. The market approach relied upon a comparison with guideline public companies and entails selecting relevant
financial information of the subject company and capitalizing those amounts using valuation multiples that are based on
empirical market observation. The income approach relied upon an analysis of NCM LLC’s projected economic earnings
discounted to present value. Significant assumptions utilized within these analyses include the weighted average cost of capital
and NCM LLC’s forecasted cash flows.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Upon emergence from bankruptcy, NCM, Inc., regained control and retained 100.0% ownership of NCM LLC, after
taking into account elections by the holders of Secured Debt Claims to receive NCM, Inc. common stock in lieu of NCM LLC
common units and was therefore reconsolidated into the Company’s financial statements prospectively as of August 7, 2023
akin to an acquisition under ASC 805 – Business Combinations. The acquisition method requires the Company to make
significant estimates and assumptions, especially at the acquisition date as the Company allocates the estimated fair values of
acquired tangible and intangible assets and the liabilities assumed. The Company also uses our best estimates to determine the
useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and
amortization of those assets are recognized. All balances within the Company’s financial statements reflect NCM LLC activity
only for the periods while consolidated, December 30, 2022 through April 11, 2023 and August 7, 2023 through December 28,
2023.

Significant Accounting Policies

Accounting Period—The Company has a 52-week or 53-week fiscal year ending on the first Thursday after December
25. Fiscal year 2022 contained 52 weeks and 2023 contained 52 weeks. Throughout this document, the fiscal years are referred
to as set forth below:

Fiscal Year Ended
December 28, 2023 .....................................................................................................................................
December 29, 2022 .....................................................................................................................................

Reference in
this Document
2023
2022

Revenue Recognition—The Company derives revenue principally from the sale of advertising to national, regional and
local businesses in Noovie®, our cinema advertising and entertainment show seen on movie screens across the U.S., as well as
on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and
promotions in theater lobbies. In addition, the Company sells online and mobile advertising, including through Noovie
Audience Accelerator, through NCM’s digital gaming products, which can be played on the mobile apps and through
partnerships with certain internet platforms. Further the Company sells advertising in a variety of complementary out of home
venues, including restaurants, convenience stores and college campuses. The Company also has a long-term agreement to
exhibit the advertising of the ESA Parties’ beverage suppliers. The Company considers the terms of each arrangement to
determine the appropriate accounting treatment as more fully discussed in Note 2—Revenue from Contracts with Customers.

Operating Costs—The Company classifies its core operating expenses within the following categories on the audited

Consolidated Statements of Operations:

Advertising operating costs—This balance relates to advertising fulfillment-related operating costs primarily consisting
of personnel and other costs, revenue share and per patron based fees due to network affiliates and other sales partners, and to a
lesser extent, production costs of non-digital advertising.

Network costs—This balance consists of personnel, satellite bandwidth, repairs and other costs of maintaining and

operating the digital network as well as preparing advertising and other content for transmission across the digital network.

ESA theater access fees and revenue share—This balance consists of payments to the ESA Parties in return for the

rights to advertise in their theaters comprised of a payment per theater attendee, a payment for post-showtime advertising, a
payment per digital screen and a payment per digital cinema projector equipped in the theaters, all of which escalate over time,
and revenue share for the Platinum Spot, when sold.

Selling and marketing costs—This balance consists primarily of sales personnel costs including sales commissions and
selling related expenses such as travel, barter and bad debt expense, marketing expenses including research subscriptions and
studies and production costs for internal segments shown within The Noovie® Show, lease expense for the Company’s sales
offices and costs associated with digital inventory, including revenue shares paid to DOOH and other partners.

Administrative and other costs—This balance consists of personnel costs for the Company’s executives as well as

administrative functions including legal, information technology and accounting, lease expense for the Company’s
headquarters, legal and professional fees, cloud computing costs for the Company’s cinema advertising management system
and repairs and maintenance costs.

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. The Company has elected the fair value option for valuing its cash equivalents. The cash equivalents are valued at
fair value at each balance sheet date and the change in value from the prior period is recognized within “Other non-operating
income, net” on the audited Consolidated Statements of Operations.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash— The Company’s restricted cash balance was $3.0 million and $2.1 million for the years ended
December 28, 2023 and December 29, 2022, respectively. The balance as of December 28, 2023 is related to unsettled, agreed
upon payments to NCM LLC’s unsecured creditors within the escrow accounts and “Accounts payable” on the audited
Consolidated Balance Sheet. The balance as of December 29, 2022 related to fees due to Regal in accordance with the ESA
which were held in escrow in conjunction with the Cineworld Proceeding.

Marketable Securities—The Company’s marketable securities are classified as available-for-sale and are reported at fair
value. 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. The
change in value from the prior period is recognized within “Other non-operating income, net” on the audited Consolidated
Statements of Operations.

Concentration of Credit Risk and Significant Customers—The risk of credit loss related to the Company's trade
receivables and unbilled receivables balances is accounted for through the allowance for doubtful accounts, a contra asset
account which reduces the net receivables balance. The allowance for doubtful accounts balance is determined by pooling the
Company's receivables with similar risk characteristics, specifically by type of customer (national or local/ regional) and then
age of receivable, and applying historical write off percentages to these pools in order to determine the amount of expected
credit losses as of the balance sheet date. National receivables are with large advertising agencies with strong reputations in the
advertising industry and clients with stable financial positions and good credit ratings, represent larger receivables balances per
customer and have significantly lower historical and expected credit loss patterns. Local and regional receivables are with
smaller companies sometimes with less credit history and represent smaller receivable balances per customer and higher
historical and expected credit loss patterns. The Company has smaller contracts with many local clients that are not individually
significant. The Company also considers current economic conditions and trends to determine whether adjustments to historical
loss rates are necessary. The Company also reserves for specific receivable balances that it expects to write off based on known
concerns regarding the financial health of the customer. Receivables are written off when management determines amounts are
uncollectible. The Company had no agencies through which it sourced advertising revenue that accounted for more than 10% of
the Company’s gross outstanding receivable balance as of December 28, 2023. As of December 29, 2022 there was one
advertising agency group through which the Company sources national advertising revenue that accounted for 13.0% of the
Company’s outstanding gross receivable balance. During the years ended December 28, 2023 and December 29, 2022, the
Company had one customer that accounted for 11.2% and 12.9%, respectively, of the Company's revenue.

Receivables consisted of the following (in millions):

As of

Trade accounts .................................................................................................................... $
Other ...................................................................................................................................
Less: Allowance for doubtful accounts ...............................................................................

Total ................................................................................................................................ $

December 28, 2023

December 29, 2022
93.1
0.6
(1.7)
92.0

98.0 $
—
(1.4)
96.6 $

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 ESA Party theaters is owned by the ESA Parties, while the
equipment associated with network affiliate theaters 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 using the straight-line method over the following estimated useful
lives:

Equipment .................................................................................. 4-10 years
Computer hardware and software .............................................. 3-5 years
Leasehold improvements ........................................................... Lesser of lease term or asset life

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. Software costs related primarily to the Company’s
cinema advertising management system, digital products, digital network distribution system (DCS), enterprise resource
planning system and website development costs, which are included in equipment, and are depreciated over three to ten years.
As of December 28, 2023 and December 29, 2022, the Company had a net book value of $11.1 million and $7.4 million,
respectively, of capitalized software and website development costs. Depreciation expense related to software and website
development was approximately $1.8 million and $3.8 million for the years ended December 28, 2023 and December 29, 2022,
respectively. The subtopics also require the capitalization of certain implementation costs related to qualifying Cloud

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Computing Arrangements (“CCAs”) upon adoption of ASU 2018-15— Intangibles - Goodwill and Other - Customer’s
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract as of September
28, 2018. As of December 28, 2023 and December 29, 2022 the Company had a net book value of $4.5 million and $3.7
million of capitalized implementation costs for CCAs, respectively, recorded within “Other assets” in the Consolidated Balance
Sheets. These costs primarily relate to the Company's hosted cinema advertising management system which was implemented
in January 2021. Depreciation expense related to capitalized implementation costs for CCAs was approximately $0.5 million
and $0.4 million for the years ended December 28, 2023 and December 29, 2022, respectively. These costs are amortized to
“Administrative and other costs” within the audited Consolidated Statements of Operations over the life of the hosting
arrangement beginning at implementation. For the years ended December 28, 2023 and December 29, 2022, the Company
recorded $3.0 million and $4.6 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 recorded
losses of $0.0 million and $5.8 million related to the write-off of certain internally developed software during the years ended
December 28, 2023 and December 29, 2022, respectively, which has been included within “Impairment of long-lived assets”
within the respective audited Consolidated Statements of Operations.

Intangible Assets—The Company’s intangible assets consist of contractual rights to provide its services within the

theaters under the ESAs and the network affiliate agreements, customer relationships developed and maintained by the
Company’s sales force and trademarks held and used by the Company. The intangible assets are stated at their estimated fair
values upon the reconsolidation of NCM LLC on August 7, 2023 as further described within Note 5—Reconsolidation of NCM
LLC, net of accumulated amortization. The Company records amortization using the straight-line method over the estimated
useful life of the intangibles, corresponding to the expected term of the ESAs, the average renewable term of the contracts with
the network affiliates and industry standard lives for customer relationships and trademarks. Intangible assets are tested for
impairment 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 the intangible asset by determining the estimated future cash flows
associated with the ESAs, network affiliate agreements and trademarks or the estimated replacement cost of the customer
relationships. If after determining that gross cash flows are insufficient to recover the asset, 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 and replacement costs.

Amounts Due to/from ESA Parties—Amounts due to/from ESA Parties include amounts due for the theater access fees

and revenue share, offset by a receivable for advertising time purchased by the ESA Parties on behalf of their beverage
concessionaire, plus any amounts outstanding under other contractually obligated payments. Payments to or received from the
ESA Parties against outstanding balances are made monthly. Available cash distributions are made quarterly contingent upon
the ESA Parties’ ownership of NCM LLC membership units, the Company's compliance with the covenants outlined within the
2023 Revolving Credit Facility and in accordance with the NCM LLC Operating Agreement.

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. Only the portion of deferred income tax
assets deemed more likely than not to be realized are considered within the calculation of the payable to the ESA Parties under
the TRA which is equal to 90% of the Company’s actual tax benefit realized from the tax amortization of the basis difference
for qualifying deferred income tax assets. Refer to Note 7—Income Taxes to the audited Consolidated Financial Statements for
discussion of changes within the Company's valuation allowance on its deferred tax assets during the years ended December 28,
2023 and December 29, 2022.

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. 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.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes the tax benefits from uncertain tax positions only when it is more likely than not, based on the

technical merits of the position, the tax position will be sustained upon examination, including the resolution of any related
appeals or litigation. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured as
the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company
recognizes interest and penalties related to uncertain tax positions in income tax expense.

Debt Issuance Costs—In relation to the issuance of outstanding debt discussed in Note 10—Borrowings, there is a

balance of $2.2 million and $11.2 million in deferred financing costs as of December 28, 2023 and December 29, 2022,
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. Debt issuance costs are written-
off in the event that the underlying debt is extinguished through partial or full repayment of the obligation.

The changes in debt issuance costs are as follows (in millions):

Years Ended

December 28,
2023

December 29,
2022

Beginning balance ....................................................................................................................... $
Debt issuance costs .................................................................................................................
Deconsolidation of NCM LLC ...............................................................................................
Reconsolidation for NCM LLC ..............................................................................................
Amortization of debt issuance costs .......................................................................................
Ending balance ............................................................................................................................ $

11.2 $
0.9
(8.9)
2.4
(3.4)
2.2 $

15.0
5.1
—
—
(8.9)
11.2

Share-Based Compensation—During 2023 and 2022, the Company issued stock options and restricted stock
units. Restricted stock units vest upon the achievement of Company two or three-year cumulative performance measures and
service conditions or only service conditions. The Company recognizes share-based compensation net of an estimated forfeiture
rate. Compensation expense of restricted stock units that vest upon the achievement of Company performance measures is
based on management’s financial projections and the probability of achieving the projections, which requires 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 are accrued when declared on unvested
restricted stock units that are expected to vest and are only paid with respect to shares that actually vest.

Compensation cost of stock options is 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.

Consolidation—NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810—Consolidation

(“ASC 810”). Under Accounting Standards Update 2015-2, Consolidation (Topic 810): Amendments to the Consolidation
Analysis (“ASU 2015-2”), a limited partnership is a variable interest entity unless a simple majority or lower threshold of all
limited partners unrelated to the general partner have kick-out or participating rights. The non-managing members of NCM
LLC do not have 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 participating rights
under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the ordinary course of business. The Company
concluded that NCM LLC is a variable interest entity and determined that NCM, Inc. should consolidate the accounts of NCM
LLC pursuant to ASU 2015-2 because 1) it has the power to direct the activities of NCM LLC in its role as managing member

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and 2) NCM, Inc. has the obligation to absorb losses of, or the right to receive benefits from NCM LLC, that could potentially
be significant provided its 100.0% ownership in NCM LLC. Upon NCM LLC’s emergence from bankruptcy, it was determined
that NCM, Inc. continues to hold the current rights that give it power to direct activities of NCM LLC that most significantly
impact NCM LLC’s economic performance and that NCM, Inc. continues to have the rights to receive the significant benefits
or the obligations to absorb potentially significant losses, resulting in NCM, Inc. having a controlling financial interest in NCM
LLC. As a result, NCM, Inc. was deemed to be the primary beneficiary of NCM LLC and the Company has consolidated NCM
LLC under the variable interest entity provisions of ASC 810—Consolidation.

The following table 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):

Years Ended

December 28,
2023

December 29,
2022

Net income (loss) attributable to NCM, Inc. ............................................................................... $

705.2 $

NCM LLC equity issued for purchase of intangible asset ..........................................................
Income tax and other impacts of NCM LLC ownership changes ...............................................

NCM, Inc. investment in NCM LLC ..........................................................................................

Issuance of shares ........................................................................................................................
Change from net income (loss) attributable to NCM, Inc. and transfers from
noncontrolling interests ............................................................................................................ $

Recently Adopted Accounting Pronouncements

—
33.6

(2.6)

241.3

(28.7)

4.9
39.8

(12.4)

12.0

977.5 $

15.6

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (“ASU 2020-04”),
which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered
Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential
accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are
modified. This guidance is effective upon issuance and expires on December 31, 2024. The Company concluded the LIBOR
transition did not have a material impact on the Company’s Consolidated Financial Statements.

The Company did not adopt any other accounting pronouncements during the year ended December 28, 2023.

Recently Issued Accounting Pronouncements

In January 2024, the FASB issued Accounting Standards Update No. 2023-09, Income Tax Disclosures (“ASU
2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing
requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information
in the rate reconciliation. They must also further disaggregate income taxes paid. This guidance is effective upon issuance on
December 15, 2024. The Company does not believe this will have a material impact on the Company’s Consolidated Financial
Statements.

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 Consolidated Financial Statements or notes thereto.

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

NCM, Inc. derives revenue principally from its role as sole manager of NCM LLC. NCM LLC derives revenue

principally from the sale of advertising to national, regional and local businesses in Noovie®, our cinema advertising and
entertainment show seen on movie screens across the U.S., as well as on our LEN, a series of strategically-placed screens
located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the
Company sells online and mobile advertising, including through Audience Accelerator, through NCM's digital gaming products
which can be played on the mobile app and through partnerships with certain internet platforms. Further the Company sells
advertising in a variety of complementary out of home venues, including restaurants, convenience stores and college campuses.
The Company also has a long-term agreement to exhibit the advertising of the ESA Parties’ beverage suppliers.

National and regional advertising, including advertising under the beverage concessionaire and courtesy PSA
agreements, are sold on a CPM basis. The Company recognizes national and regional advertising over time as impressions (or
theater attendees) are delivered. National advertising is also sold to content partners. The content partners provide the Company
with original entertainment content segments, typically 90 seconds in length, that are entertaining, informative, or educational

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in nature in The Noovie® Show and they make commitments to buy a portion of the Company’s advertising inventory at a
specified CPM. The Company recognizes revenue for the content segments ratably over time as the content segments air. Local
advertising is sold on a per-screen, per-week basis and to a lesser extent on a CPM basis. The Company recognizes local on-
screen advertising revenue over the period in which the advertising airs as dictated by the underlying sales contracts. When sold
separately, LEN advertising and lobby promotions are sold based on length and breadth of the promotion. The Company
recognizes revenue derived from lobby network and promotions over time when the advertising is displayed in theater lobbies.
The Company sells online and mobile advertising on a CPM basis. The Company recognizes revenue from branded
entertainment websites and mobile applications over time as the online or mobile impressions are served.

Customer contracts often include multiple advertising services to reach the moviegoer at multiple points during a theater

experience. The Company considers each of these advertising services to represent distinct performance obligations of the
contract and allocates a portion of the transaction price to each service based upon the standalone selling price of the service,
when available. When standalone selling prices are not available or not applicable given the nature of the customer, the
Company allocates the transaction price based upon all information that is reasonably available and maximizes the use of
observable inputs. Methods utilized include the adjusted market and expected cost-plus margin approaches.

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
products and services received. Revenue for advertising barter transactions is recognized when advertising is provided, and
products and services received are charged to expense when used. Revenue from barter transactions for the years ended
December 28, 2023 and December 29, 2022 was $0.1 million and $0.0 million, respectively. Expense recorded from barter
transactions for the years ended December 28, 2023 and December 29, 2022 was $0.1 million and $0.0 million, respectively.
This expense is included within “Selling and marketing costs” on the audited Consolidated Statements of Operations.

The Company recognizes revenue as the performance obligation for the advertising services is satisfied. Invoices are

generated following the processing of each revenue contract and payment is due from the customer within 30 days of the
invoice date. Customers select to pay the invoice in full at the start of a contract or through equal monthly installments over the
course of the contract. The Company records deferred revenue when cash payments are received, or invoices are issued, in
advance of revenue being earned. Deferred revenue is classified as a current liability as it is expected to be earned within the
next twelve months.

The Company does not have any contracts with terms in excess of one year that are noncancellable as of December 28,
2023. Agreements with a duration less than one year are not included within this disclosure as the Company elected to use the
practical expedient in ASC 606-10-50-14 for those contracts. In addition, the Company’s contracts longer than one year that
are cancellable are not included within this disclosure.

Disaggregation of Revenue

The Company disaggregates revenue based upon the type of customer: national; local and regional; beverage

concessionaire; and management fee reimbursement revenue related to NCM LLC. This method of disaggregation is in
alignment with how revenue is reviewed by management and discussed with and historically disclosed to investors.

The following table summarizes revenue from contracts with customers for the years ended December 28, 2023 and

December 29, 2022 (in millions):

Years ended

December 28, 2023

December 29, 2022

National advertising revenue ........................................................................................... $
Local and regional advertising revenue ...........................................................................
ESA advertising revenue from beverage concessionaire agreements .............................
Management fee reimbursement .....................................................................................
Total revenue ................................................................................................................... $

114.8 $
30.4
9.9
10.1
165.2 $

187.1
43.5
18.6

—
249.2

Deferred Revenue and Unbilled Accounts Receivable

Revenue recognized in the year ended December 28, 2023 that was included within the Deferred Revenue balance as of

December 29, 2022 was $8.6 million. Unbilled accounts receivable is classified as a current asset as it is expected to be billed
within the next twelve months. As of December 28, 2023 and December 29, 2022, the Company had $0.8 million and $5.0
million, respectively, in unbilled accounts receivable, included within the accounts receivable balance.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Practical Expedients and Exemptions

The Company expenses sales commissions when incurred as the amortization period would have been one year or less.

These costs are recorded within “Selling and marketing costs” in the audited Consolidated Statements of Operations.

Allowance for Doubtful Accounts

The allowance for doubtful accounts balance is determined separately for each pool of the Company's receivables with
similar risk characteristics. The Company has determined that two pools, national customers and local/ regional customers, is
appropriate. The changes within the allowance for doubtful accounts balances for the years ended December 28, 2023 and
December 29, 2022 were as follows (in millions):

Years Ended

December 28, 2023

December 29, 2022

Allowance for
National Customer
Receivables

Allowance for Local/
Regional Customer
Receivables

Allowance for
National Customer
Receivables

Allowance for Local/
Regional Customer
Receivables

Balance at beginning of period ................. $

Provision for bad debt ..............................

Write-offs, net of recoveries .....................

Balance at end of period ........................... $

INCOME PER SHARE

0.3 $

(0.2)

—

0.1 $

1.4 $

0.2

(0.3)

1.3 $

0.3 $

0.2

(0.2)

0.3 $

1.4

0.8

(0.8)

1.4

Basic income (loss) per share is computed on the basis of the weighted average number of common shares
outstanding. Diluted income (loss) per share is computed on the basis of the weighted average number of common shares
outstanding plus the effect of potentially dilutive common stock options, restricted stock and exchangeable NCM LLC common
units using the treasury stock method. The components of basic and diluted income (loss) per NCM, Inc. share are as follows:

Years Ended

December 28, 2023

December 29, 2022

Net income (loss) attributable to NCM, Inc. (in millions) ................................................... $
Weighted average shares outstanding:

705.2 $

(28.7)

Basic ................................................................................................................................
Add: Dilutive effect of stock options, restricted
stock, and exchangeable NCM LLC common
membership units ..........................................................................................................
Diluted .............................................................................................................................

47,882,944

8,196,801

691,639
48,574,583

—
8,196,801

Income (loss) per NCM, Inc. share:

Basic ................................................................................................................................ $
Diluted ............................................................................................................................. $

14.73 $
14.34 $

(3.50)
(3.50)

The effect of the 8,880,101 weighted average exchangeable NCM LLC common membership units held by the ESA

Parties for the year ended December 29, 2022 was excluded from the calculation of diluted weighted average shares and
earnings per NCM, Inc. share as it was antidilutive. The weighted average exchangeable NCM LLC common membership units
held by the ESA Parties for the year ended December 28, 2023 was 685,404 and are included in diluted weighted average
shares. In addition, there were 979,176 and 727,338, stock options and non-vested (restricted) shares for the years ended
December 28, 2023 and December 29, 2022, respectively, excluded from the calculation as they were antidilutive. 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.

On August 3, 2023, the Company effected a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01

per share. The reverse stock split, which was authorized by its Board of Directors, was approved by the Company’s
stockholders on August 2, 2023. The reverse stock split reduced the number of outstanding shares of the Company’s common
stock from 174,112,385 shares as of August 3, 2023, to 17,411,323 shares outstanding post-split. In accordance with ASC 260—
Earnings Per Share, income (loss) per share for the year ended December 29, 2022 was retrospectively adjusted for the reverse
stock split.

Additionally, unaudited (loss) income per share for the quarterly periods through the years ended December 28, 2023

and December 29, 2022, are stated as follows:

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net loss attributable to NCM, Inc. (in millions) .................................................................. $
Weighted average shares outstanding:

Loss per NCM, Inc. share:

Three Months Ended

March 30, 2023

March 31, 2022

(45.5) $

(25.2)

14,550,799

8,104,066

—
14,550,799

—
8,104,066

(3.13) $
(3.13) $

(3.11)
(3.11)

The effect of the 2,741,617 and 8,623,385 weighted average exchangeable NCM LLC common membership units held

by the ESA Parties for the three months ended March 30, 2023 and March 31, 2022, respectively, were excluded from the
calculation of diluted weighted average shares and earnings per NCM, Inc. share as it was antidilutive. In addition, there were
494,695 and 346,330, stock options and non-vested (restricted) shares for the quarters ended March 30, 2023 and March 31,
2022, respectively, excluded from the calculation as they were antidilutive. 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.

Net loss attributable to NCM, Inc. (in millions) ........ $
Weighted average shares outstanding:

Basic ......................................................................
Add: Dilutive effect of stock options, restricted
stock, and exchangeable NCM LLC common
membership units ...............................................
Diluted ..................................................................

Loss per NCM, Inc. share:

Three Months Ended

Six Months Ended

June 29, 2023

June 30, 2022

June 29, 2023

June 30, 2022

545.3 $

(0.7) $

499.8 $

(25.9)

17,405,864

8,146,766

15,978,331

8,125,415

—
17,405,864

—
8,146,766

1,370,808
17,349,139

—
8,125,415

Basic ...................................................................... $
Diluted .................................................................. $

31.33 $
31.33 $

(0.09) $
(0.09) $

31.28 $
28.32 $

(3.19)
(3.19)

The effect of the 9,037,475 and 8,828,155 weighted average exchangeable NCM LLC common membership units held

by the ESA Parties for the three and six months ended June 30, 2022 was excluded from the calculation of diluted weighted
average shares and earnings per NCM, Inc. share as it was antidilutive. The weighted average exchangeable NCM LLC
common membership units held by the ESA Parties for the three and six months ended June 29, 2023 was 0 and 1,370,808 and
are included in diluted weighted average shares. In addition, there were 491,517, 644,216, 491,517 and 644,216 stock options
and non-vested (restricted) shares for the three months ended June 29, 2023 and June 30, 2022 and six months ended June 29,
2023 and June 30, 2022, respectively, excluded from the calculation as they were antidilutive. 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.

PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, at cost less accumulated depreciation (in millions):

Equipment, computer hardware and software .................................................................... $

Leasehold improvements ....................................................................................................

Less: Accumulated depreciation .........................................................................................

Subtotal ...........................................................................................................................

Construction in progress .....................................................................................................

15.4 $

0.7

(1.6)

14.5

1.3

Total property and equipment ........................................................................................ $

15.8 $

63.8

2.9

(54.8)

11.9

1.1

13.0

As of

December 28, 2023

December 29, 2022

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RECONSOLIDATION OF NCM LLC

Upon filing the Chapter 11 Case and in accordance with applicable GAAP, the Company concluded that NCM, Inc. no
longer controlled NCM LLC for accounting purposes as of April 11, 2023 (the “Petition Date”), the date on which NCM LLC
filed its Chapter 11 petition, as NCM LLC was under the control of the Bankruptcy Court, and therefore, NCM LLC was
deconsolidated from the Company’s consolidated financial statements prospectively, resulting in a $557.7 million gain recorded
in “Gain on deconsolidation of affiliate” in the Consolidated Statement of Operations. The recorded gain was measured as the
excess of the estimated fair value of the investment in NCM LLC retained over the Net Liabilities of NCM LLC as of April 11,
2023. The investment of NCM LLC was measured at cost minus any impairment in accordance with the measurement
alternative outlined in ASC 321—Investments—Equity Securities. While NCM LLC remained in bankruptcy, NCM, Inc.
accounted for the retained equity interest in NCM LLC at cost less impairment, if any, plus or minus changes resulting from
observable price changes in orderly market transactions. Upon the deconsolidation of NCM LLC, the original cost of the
investment was valued based upon NCM, Inc.'s ownership of the secured debt of NCM LLC and an estimation of the enterprise
value of NCM LLC developed utilizing discounted cash flows and comparable company analysis as of the Petition Date.
Significant assumptions utilized within these analyses included the weighted average cost of capital and NCM LLC’s forecasted
cash flows.

On August 7, 2023, NCM LLC emerged from bankruptcy and NCM, Inc. contributed $15.0 million in cash to NCM

LLC in exchange for 2.8% of additional ownership of NCM LLC in accordance with the NCMI Capital Contribution and
$0.5 million to assist with payments to unsecured creditors in accordance with the settlement with the unsecured creditors.
NCM, Inc. also issued 83,421,135 shares to the secured creditors in accordance with the NCMI 9019 Settlement and terms of
the Plan with a fair value of $245.3 million based on the closing stock price of $2.94. Upon NCM LLC’s emergence from
bankruptcy, NCM, Inc. retained 100.0% of NCM LLC, regained control of and reconsolidated NCM LLC.

The Company accounted for the NCM LLC reconsolidation as a business combination under ASC 805—Business

Combinations and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their
estimated fair values as of the date of reconsolidation, the Effective Date. The determination of fair values required
management to make significant estimates and assumptions. The estimated fair values of the assets acquired and liabilities
assumed are considered provisional and are based on currently available information. The Company believes that the
information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed;
however, these provisional estimates may be adjusted upon the availability of new information regarding facts and
circumstances which existed at the reconsolidation date. The Company expects to finalize the valuation of assets and liabilities
as soon as practicable, but not later than one year from the reconsolidation date.

The following table summarizes the fair value of NCM LLC and provisional fair values of the assets acquired and

liabilities assumed as of the reconsolidation date:

Fair value of assets acquired:

Cash, cash equivalents and restricted cash ......... $
Receivables, net (1) ............................................
Prepaid expenses and other current assets .........
Property and equipment, net ..............................
Other investments ...............................................
Debt issuance costs, net ......................................
Fair value of intangible assets ............................
Other assets ........................................................
Total assets acquired .......................................

Fair value of liabilities assumed:

Amounts due to members, net ............................
Accrued expenses ...............................................
Accrued payroll and related expenses ................
Accounts payable ...............................................
Deferred revenue ................................................
Other current liabilities ......................................
Long-term debt ...................................................
Other liabilities ...................................................

49.6
74.8
7.2
14.8
0.9
2.4
415.0
10.0
574.7

(15.3)
(0.7)
(9.9)
(37.3)
(11.1)
(1.5)
(10.0)
(5.5)

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total liabilities assumed .................................
Fair value of NCM LLC ........................................ $

(91.3)
483.4

(1) Includes a valuation adjustment recorded during the three months ended December 28, 2023 that decreased

accounts receivable, net by $0.2 million.

The provisional identifiable intangible assets of $415.0 million are subject to amortization. The following table
summarizes the major classes of intangible assets acquired and their respective weighted-average estimated useful lives.

Estimated Fair Value

Useful Life (years)

Exhibitor service agreements ............
Network affiliates agreements ..........
Customer relationships ......................
Trademarks ........................................
Total intangible assets ................

250.0
75.0
75.0
15.0
415.0

13.0
16.0
6.0
8.0

The estimated fair values of the ESAs, network affiliate agreements and trademarks were estimated using the income

approach. The multi-period excess earnings method starts with a forecast of all of the expected future net cash flows associated
with the asset. The forecasts are then adjusted to present value by applying an appropriate discount rate that reflects the risks
associated with the company specific cash flow streams. Significant assumptions utilized within the income approach include
the weighted average cost of capital and forecasted cash flows. The estimated fair values of the customer relationships were
estimated using the cost approach. The cost approach included estimating the investment required to replace the contracts with
customers, with significant assumptions including the replacement cost. The Company elected the practical expedients allowed
in ASC 805-20-30-29a in estimating the fair value of the contract liabilities assumed.

Upon NCM LLC’s emergence from the Chapter 11 Case, NCM, Inc. remeasured the value of the investment in NCM

LLC to the estimated fair value calculated as NCM, Inc.’s percentage ownership of NCM LLC, due to NCM, Inc.’s ownership
of the secured debt of NCM LLC and the NCMI Capital Contribution, multiplied by the fair value of NCM LLC as of the
Effective Date of $483.4 million. The value of the cost investment of NCM LLC immediately prior to the Effective Date was
$11.9 million based upon NCM, Inc.’s ownership of the secured debt of NCM LLC and an estimation of the enterprise value of
NCM LLC developed utilizing discounted cash flows and comparable company analysis as of the Petition Date. The increase in
the fair value resulted in a gain on remeasurement of the investment in NCM LLC of $35.5 million.

Upon reconsolidation, NCM, Inc. recorded the provisional fair values of the assets acquired and liabilities assumed as of

the reconsolidation date and the investment in NCM LLC was further adjusted to the full purchase price value of $483.4
million. The difference between the purchase price of NCM LLC and the fair value of NCM, Inc.’s investment in NCM LLC as
calculated above, the $15.5 million of cash contributed by NCM, Inc. (consisting of $0.5 million related to the General
Unsecured Claim Pool and $15.0 million under the NCMI Capital Contribution) and the shares issued to NCM LLC’s secured
lenders of $245.3 million resulted in a gain of $167.8 million upon the reconsolidation of NCM LLC. The Company recognized
a gain due to the variance between the fair value of NCM LLC’s assets and liabilities and NCM, Inc.’s depressed stock price on
the Effective Date and the NCM, Inc. shares retained by the existing shareholders as part of the NCMI 9019 Settlement. NCM,
Inc.’s stock price has been negatively impacted beginning with the COVID-19 pandemic followed by Cineworld’s bankruptcy
proceeding and NCM LLC’s Chapter 11 Case, as well as by other socioeconomic factors.

The Company’s Consolidated Statements of Operations include total net revenues and net loss attributable to NCM LLC
of $155.1 million and $42.0 million, respectively, for the total of the consolidated periods of December 30, 2022 through April
11, 2023 and August 7, 2023 through December 28, 2023.

Pro Forma Financial Information (Unaudited)

The following table presents unaudited pro forma financial information as if the NCM LLC reconsolidation had
occurred on December 31, 2021. The unaudited pro forma results reflect adjustments for depreciation of acquired property and
equipment, amortization of acquired intangible assets and amortization of acquired debt issuance costs. The unaudited pro
forma financial information is presented for informational purposes only and is not necessarily indicative of future operations or
results had the NCM LLC reconsolidation been completed as of December 31, 2021.

Year ended

December 28, 2023

December 29, 2022

Revenue .......................... $
Net (Loss) Income .......... $

259.8 $
(200.5) $

249.2
755.9

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS

The Company’s intangible assets consist of contractual rights to provide its services within the theaters under the ESAs

and network affiliates agreements, customer relationships developed and maintained by the Company’s sales force and
trademarks held and used by the Company. The intangible assets are stated at their estimated fair values upon the
reconsolidation of NCM LLC on August 7, 2023 as further described within Note 5—Reconsolidation of NCM LLC, 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, the average renewable term of the contract with the network affiliates and
industry standard lives for customer relationships and trademarks. In accordance with ASC 360—Property, Plant and
Equipment, the Company continuously monitors the performance of the underlying assets for potential triggering events
suggesting an impairment review should be performed. No such triggering events were identified in the period since the
reconsolidation of NCM LLC on August 7, 2023.

Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement, on an annual

basis NCM LLC determines the amount of common membership units to be issued to or returned by AMC and Cinemark based
on theater additions, new builds or dispositions during the previous year. In the event AMC or Cinemark does not have
sufficient common membership units to return, the adjustment is satisfied in cash in an amount calculated pursuant to NCM
LLC’s Common Unit Adjustment Agreement. In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a
Common Unit Adjustment occur for either AMC or Cinemark if its acquisition or disposition of theaters, 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. Upon the issuance of common membership units, the
Company records an addition to the intangible asset related to AMC and Cinemark’s respective ESAs equal to 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.

During the first quarter of 2022, NCM LLC issued 4,140,896 (6,483,893 issued, net of 2,342,997 returned) common

membership units to AMC, Cinemark, and Regal for the rights to exclusive access to the theater screens and attendees added,
net of dispositions, to NCM LLC’s network during the 2021 fiscal year. The net impact as a result of the Common Unit
Adjustment to the intangible asset was $10.4 million during the first quarter of 2022.

Pursuant to the Plan and in connection with the Chapter 11 Case, during the year ended December 28, 2023, NCM LLC

did not issue common membership units to Cinemark for the rights to exclusive access to the theater screens and attendees
added, net of dispositions, to NCM LLC’s network for the 2022 fiscal year and the 16,581,829 units issued to AMC were issued
and cancelled on the Effective Date.

Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with

an alternative provider is in place with respect to any acquired theaters, the ESA Parties may elect to receive common
membership units related to those encumbered theaters in connection with the Common Unit Adjustment. If the ESA Parties
make this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out
provisions pursuant to the ESAs (“integration payments”). Because the Carmike Cinemas, Inc. (“Carmike”) theaters acquired
by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration
payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to
NCM LLC’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash
flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing
advertising agreements. The ESA additionally entitles NCM LLC to payments related to the ESA Parties’ on-screen advertising
commitments under their beverage concessionaire agreements for encumbered theaters (“encumbered theater payments”).
These payments are also accounted for as a reduction to the intangible asset. If common membership units are issued to an ESA
Party for newly acquired theaters 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 theaters
for all of its services.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the Company’s intangible asset’s activity (in millions) during December 28, 2023 and

December 29, 2022:

As of
December 29,
2022

Additions (1)

Disposals (2)

Amortization

Integration
and other
encumbered
theater
payments (3)

As of
December 28,
2023

Gross carrying amount .............. $
Accumulated amortization ........

Total intangible assets, net ... $

856.9 $
(270.2)
586.7 $

415.8 $
—
415.8 $

(857.4) $
277.6
(579.8) $

— $

(22.4)
(22.4) $

(6.0) $
—
(6.0) $

409.3
(15.0)
394.3

As of
December 30,
2021

Additions (4)

Disposals

Amortization

Integration
and other
encumbered
theater
payments (3)

As of
December 29,
2022

Gross carrying amount ............. $
Accumulated amortization .......

Total intangible assets, net ... $

851.9 $
(245.6)
606.3 $

10.8 $
—
10.8 $

(0.4) $
0.4
— $

— $

(25.0)
(25.0) $

(5.4) $
—
(5.4) $

856.9
(270.2)
586.7

(1) On August 7, 2023, NCM, Inc. reconsolidated NCM LLC’s intangible assets of $415.0 million. Refer to Note 5 -
Reconsolidation of NCM LLC for further information. Additionally, there were $0.8 million in upfront payments
made to network affiliates prior to the deconsolidation of NCM LLC on April 11, 2023.

(2) On April 11, 2023, the intangible asset balance of NCM LLC was deconsolidated from NCM, Inc. Refer to Note 5

- Reconsolidation of NCM LLC for further information.

(3) Carmike theaters had pre-existing advertising agreements for some of the theaters it owned prior to their

acquisitions by AMC. As a result, AMC will make integration and other encumbered theater payments over the
remaining term of those agreements. For the periods while consolidated, December 30, 2022 through April 11,
2023 and August 7, 2023 through December 28, 2023 and for the year ended December 29, 2022, NCM LLC
recorded a reduction to net intangible assets of $6.0 million and $5.4 million, respectively, related to integration
and other encumbered theater payments due from AMC. During the year ended December 28, 2023 and December
29, 2022, AMC paid a total of $4.2 million and $2.8 million, respectively, related to integration and other
encumbered theater payments.

(4) During the first quarter of 2022, NCM LLC issued 4,140,896 common membership units, net of 2,342,997

returned common membership units, to its ESA Parties for the rights to exclusive access to the theater screens and
attendees added, net of dispositions by the ESA Parties to NCM LLC’s network during the 2021 fiscal year and
NCM LLC recorded a net intangible asset of $10.4 million during the first quarter of 2022 as a result of the
Common Unit Adjustment. Additionally, there were $0.4 million of additions related to upfront affiliate payments
in 2022.

As of December 28, 2023 and December 29, 2022, the Company’s intangible assets related to the ESA Parties, net of

accumulated amortization, was $236.7 million and $572.4 million, respectively, with weighted average remaining lives of 12.6
years and 16.3 years, respectively.

As of December 28, 2023 and December 29, 2022, the Company’s intangible assets related to the network affiliates, net
of accumulated amortization, was $73.2 million and $14.3 million, respectively, with weighted average remaining lives of 15.6
years and 6.1 years, respectively.

As of December 28, 2023 and December 29, 2022, the Company’s intangible assets related to the customer
relationships, was $70.1 million and $0.0 million, respectively, with weighted average remaining lives of 5.6 years and 0.0
years, respectively.

As of December 28, 2023 and December 29, 2022, the Company’s intangible assets related to trademark, was $14.3

million and $0.0 million, respectively, with weighted average remaining lives of 7.6 years and 0.0 years, respectively.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated aggregate amortization expense for each of the five succeeding years is as follows (in millions):

Year
2024 ............................................................................................................................................................ $
2025 ............................................................................................................................................................ $
2026 ............................................................................................................................................................ $
2027 ............................................................................................................................................................ $
2028 ............................................................................................................................................................ $

Amortization

39.5
39.5
39.5
39.5
39.5

INCOME TAXES

The Company is subject to taxation in the U.S. and various states. The Company’s tax returns for the calendar years

2020 through 2022 remain open to examination by the IRS in their entirety. With respect to state taxing jurisdictions, the
Company’s tax returns for calendar years ended 2019 through 2022 are eligible for examination by various state revenue
services.

Tax Receivable Agreement—On the IPO date, NCM, Inc. and the ESA Parties entered into a TRA. Under the terms of

this agreement, NCM, Inc. will make cash payments to the ESA Parties 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 TRA, 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 NCM LLC’s tangible and intangible assets and had the TRA not been entered into. The TRA applies to NCM,
Inc.’s taxable years up to and including the 30th anniversary date of the offering. For the 2022 tax year, the Company paid the
ESA Parties $0.0 million in the year ended December 28, 2023. The Company paid the ESA Parties $0.9 million in the year
ended December 29, 2022 for the 2019 tax year.

NCM, Inc. recorded a long-term payable to the ESA Parties related to the TRA. The Company recorded an increase of

$24.2 million and $19.2 million to the “Payable to ESA Parties under the tax receivable agreement” during the years ended
December 28, 2023 and December 29, 2022, respectively. The increases in the year ended December 28, 2023 and December
29, 2022 was primarily due to the increase in NCM, Inc.’s ownership percentage of NCM LLC. The ownership related changes
to the “Payable to ESA Parties under the tax receivable agreement” were recorded within “Additional paid in capital, deficit” on
the Consolidated Balance Sheet and the non-ownership related changes were recorded within “Non-operating income” within
the Consolidated Statements of Operations. Following the Regal Termination Agreement whereby Regal waived all rights and
interests as to the TRA, the Company reduced the “Payable under the TRA” on the Consolidated Balance Sheets for the
amounts expected to be owed to Regal. This decrease was ultimately offset by the increase in the ‘Payable under the TRA’ on
the Consolidated Balance Sheets due to the additional basis created upon the revaluation and reconsolidation of NCM LLC on
the Effective Date.

Provision for Income Taxes—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 21.0% as of December 28,
2023 and December 29, 2022 was (in millions):

Years Ended

December 28,
2023

December 29,
2022

Provision calculated at federal statutory income tax rate:

Income before income taxes ................................................................................................... $
Less: Noncontrolling interests ................................................................................................
Income attributable to NCM, Inc. ........................................................................................
Current year change to enacted federal and state rate ............................................................
State and local income taxes, net of federal benefit ................................................................
Share-based compensation ......................................................................................................
Cancellation of debt income attributable to NCM LLC .........................................................
Deconsolidation effects of NCM LLC ....................................................................................
Effects of NCM LLC Bankruptcy ..........................................................................................
Tax attribute reduction (1) ......................................................................................................

146.5 $
1.8
148.3

(0.2)
25.7
1.4
16.5
(37.2)
(4.8)
63.1

(13.9)
7.9
(6.0)
1.1
(1.1)
0.6
—
—
—
—

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Change in the valuation allowance (1) ...................................................................................
Executive compensation ........................................................................................................
Other .......................................................................................................................................

Total income tax provision ................................................................................................ $

(208.4)
0.9
(5.3)
— $

3.6
0.5
1.3
—

(1) Refer to the discussion of changes to the valuation allowance during the year ended December 28, 2023 within the

Deferred Tax Assets table below.

Deferred Tax Assets—Significant components of the Company’s deferred tax assets consisted of the following (in

millions):

Deferred tax assets:

Years Ended

December 28, 2023

December 29, 2022

Investment in consolidated subsidiary NCM LLC (1) ................................................... $
Share-based compensation .............................................................................................
Net operating losses (2) ..................................................................................................
Accrued bonus ................................................................................................................
Business interest expense limitation ...............................................................................
Other ...............................................................................................................................
Total gross deferred tax assets ..................................................................................
Valuation allowance (1) ................................................................................................

Total deferred tax assets, net of valuation allowance ............................................... $

127.1 $
0.8
13.3
0.7
3.7
0.4
146.0
(146.0)
— $

149.7
1.0
76.4
0.1
18.2
0.1
245.5
(245.5)
—

(1) The Company recognized a deferred tax asset in the amount of $127.1 million and $149.7 million as of December
28, 2023 and December 29, 2022, respectively, associated with the basis difference in our investment in NCM
LLC. The Company evaluated its deferred tax assets as of December 28, 2023 and December 29, 2022 and
considered both positive and negative evidence in determining whether it is more likely than not that all or some
portion of its deferred tax assets will be realized. The Company generated a three-year cumulative pre-tax book
loss during 2021 driven by the impact of the COVID-19 Pandemic on the Company’s operations in 2021 and
2020, the effect of which continued into 2022 and 2023. Given the associated weight assigned to this item as
negative evidence within the Company’s analysis, the Company determined it is more-likely-than-not that the
Company will not be able to realize certain of the Company’s deferred tax assets and the Company increased the
valuation allowance against certain deferred tax assets. Once the Company returns to a more normal operating
level and emerges from a three-year cumulative pre-tax book loss position, part or all the valuation allowance is
expected to reverse, resulting in an inverse impact to the payable to ESA Parties under the tax receivable
agreement which would increase to reflect future payments to the ESA Parties at that time. Once the valuation
allowance is reversed, the payable to ESA Parties under the tax receivable agreement would be increased to reflect
expected future payments to the ESA Parties at that time.

(2) The decrease within the Net operating losses deferred tax asset from December 29, 2022 to December 28, 2023
was due to the reduction of the Company’s tax attributes in recognition of cancellation of debt income in
conjunction with NCM LLC’s emergence from the Chapter 11 Case on August 7, 2023.

EQUITY

As of December 28, 2023, the Company has authorized capital stock of 260,000,000 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 50 shares of preferred
stock issued and outstanding and 96,837,039 shares of common stock issued and outstanding as of December 28, 2023.

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

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

compensation, future public offerings to raise additional capital, corporate acquisitions and exchange on a one-for-one basis
under the ESA Parties’ right to convert their NCM LLC membership units into Company common stock.

Prior to the deconsolidation of NCM LLC on April 11, 2023, in conformity with accounting guidance of the SEC
concerning monetary consideration paid to promoters, such as the ESA Parties, in exchange for property conveyed by the
promoters, the excess over predecessor cost was treated as a special distribution. Because the ESA Parties had no cost basis in
the ESAs, nearly all payments to the ESA Parties with the proceeds of the IPO and related debt, have been accounted for as
distributions. The distributions by NCM LLC to the ESA Parties made at the date of the IPO resulted in a consolidated
stockholders’ deficit. As a noncontrolling interest cannot be shown as an asset, the ESA Parties’ interest in NCM LLC’s
members equity was included in distributions in excess of paid in capital in the Consolidated Balance Sheets.

On April 11, 2023, the historical Equity balances of NCM LLC were deconsolidated from the Consolidated Financial
Statements. On August 7, 2023, the Company accounted for the NCM LLC reconsolidation as a business combination under
ASC 805—Business Combinations and accordingly, the purchase price was allocated to the assets acquired and liabilities
assumed based on their estimated fair values as of the date of reconsolidation, the Effective Date, with no allocation to any
equity balances. The reconsolidation reduced NCM LLC’s equity balances to $0 and removed the impact of the IPO discussed
above. For further information regarding the deconsolidation and reconsolidation of NCM LLC, refer to Note 5 -
Reconsolidation of NCM LLC.

RELATED PARTY TRANSACTIONS

ESA Party and Managing Member Transactions—In connection with NCM, Inc.’s IPO, the Company entered into

several agreements to define and regulate the relationships among NCM LLC, NCM, Inc. and AMC, Cinemark and Regal
which are outlined below.

AMC has owned less than 5% of NCM LLC, on an as converted basis, since July 2018 and is no longer a related party.

AMC remains a party to the ESA, Common Unit Adjustment Agreement and certain other original agreements and is a member
under the terms of the NCM LLC Operating Agreement, subject to fulfilling the requirements of Section 3.1 of the NCM LLC
Operating Agreement. AMC will continue to participate in the annual Common Unit Adjustment and receive available cash
distributions or allocation of earnings and losses in NCM LLC (as long as its ownership in NCM LLC is greater than zero) and
theater access fees. Further, AMC will continue to pay beverage revenue, among other things, to NCM LLC. AMC’s ownership
percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC.
As of December 28, 2023, AMC’s ownership was 0.0% of NCM LLC and NCM, Inc.

Cinemark has owned less than 5% of NCM LLC, on an as converted basis, since NCM LLC emerged from bankruptcy

on August 7, 2023 and is no longer a related party. Cinemark remains a party to the ESA, Common Unit Adjustment
Agreement and certain other original agreements and is a member under the terms of the NCM LLC Operating Agreement,
subject to fulfilling the requirements of Section 3.1 of the NCM LLC Operating Agreement. Cinemark will continue to
participate in the annual Common Unit Adjustment and receive available cash distributions or allocation of earnings and losses
in NCM LLC (as long as its ownership in NCM LLC is greater than zero) and theater access fees. Further, Cinemark will
continue to pay beverage revenue, among other things, to NCM LLC. Cinemark’s ownership percentage does not impact future
integration payments and other encumbered theater payments owed to NCM LLC by Cinemark. As of December 28, 2023,
Cinemark’s ownership was 4.5% of NCM, Inc. and 0.0% of NCM LLC.

On June 3, 2023, NCM LLC entered into the Regal Advertising Agreement and Regal Termination Agreement which

became effective on July 14, 2023. Pursuant to the Regal Termination Agreement, Regal rejected and terminated its ESA with
NCM LLC. Additionally Regal and Regal’s affiliates’ waived all rights and interests as to the TRA, the Common Unit
Adjustment Agreement, the Software License Agreement, the Director Designation Agreement, the Registration Rights
Agreement and all the other joint venture agreements described in the NCM LLC Operating Agreement and the Company and
NCM LLC, and Regal and Regal’s affiliates waived and released claims against the other party. Regal also agreed to support
NCM LLC’s Plan and surrendered all 4,068,381 shares in the Company, totaling $13.0 million, upon the effective date of the
Plan. In connection with the Regal Advertising Agreement, NCM LLC and Regal also agreed to dismiss with prejudice the
ongoing litigation between the parties related to NCM LLC’s request to enforce certain provisions of the ESA, including the
exclusivity provision. Subsequent to July 14, 2023, Regal is no longer an ESA Party or related party to NCM, Inc. or NCM
LLC.

The material agreements with the ESA Parties are as follows:

•

ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the
ESA Parties’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit
of the ESA Parties). The advertising services include the use of the DCN equipment required to deliver the on-
screen advertising and other content included in The Noovie® Show, use of the LEN and rights to sell and display
certain lobby promotions. Further, 30 to 60 seconds of advertising included in The Noovie Show is sold to the
ESA Parties to satisfy the ESA Parties’ on-screen advertising commitments under their beverage concessionaire

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

agreements. In consideration for access to the ESA Parties’ theaters, theater patrons, the network equipment
required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the ESA
Parties receive a monthly theater access fee. In conjunction with the 2019 ESA Amendments, NCM LLC also
pays Cinemark and Regal incremental monthly theater access fees and, subject to NCM LLC's use of specified
inventory, a revenue share in consideration for NCM LLC's access to certain on-screen advertising inventory after
the advertised showtime of a feature film beginning November 1, 2019 and the underlying term of the ESAs were
extended until 2041. The ESAs and 2019 ESA Amendments are considered leases with related parties under ASC
842. As described above, the Regal ESA was rejected by Regal in connection with Regal’s Chapter 11 case and
terminated by the Regal Termination Agreement.

Common Unit Adjustment Agreement. The Common Unit Adjustment Agreement provides a mechanism for
increasing or decreasing the membership units held by the ESA Parties based on the acquisition or construction of
new theaters or sale of theaters that are operated by each ESA Party and included in NCM LLC’s network.

Tax Receivable Agreement. The TRA provides for the effective payment by NCM, Inc. to the ESA Parties of
90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is
actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s
tangible and intangible assets resulting from the IPO and related transactions.

Software License Agreement. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free
license from the ESA Parties to use certain proprietary software that existed at the time for the delivery of digital
advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this
software since the IPO date and NCM LLC owns those improvements, except for improvements that were
developed jointly by NCM LLC and the ESA Parties, if any.

•

Following is a summary of the related party transactions between the Company and the ESA Parties (in millions):

Included in the Consolidated Statements of Operations:

Revenue:

Years Ended

December 28,
2023
(1)

December 29,
2022

Beverage concessionaire revenue (included in
advertising revenue) (2) .................................................................................................... $
Management fee reimbursement (3) .................................................................................... $

Operating expenses:

ESA theater access fee and revenue share (4) ...................................................................... $
Selling and marketing costs (5) ............................................................................................ $

4.1 $
10.1 $

16.5 $
— $

14.4
—

59.4
0.1

(1) For the year ended December 28, 2023 there was no related party activity subsequent to the deconsolidation of

NCM LLC on April 11, 2023 for AMC, Cinemark and Regal as they were not considered related parties of NCM,
Inc. nor was there any activity following the reconsolidation of NCM LLC on August 7, 2023, as AMC, Cinemark
and Regal were no longer considered related parties.

(2) For the full years ended December 28, 2023 and December 29, 2022, Regal and Cinemark purchased 60 seconds
of on-screen advertising time (all three ESA Parties having a right to purchase up to 90 seconds) from NCM LLC
to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent CPM rate
specified by the ESA.

(3) Comprised of payments from NCM LLC to NCM, Inc. for managing NCM LLC during the period where NCM

LLC was deconsolidated of April 11, 2023 through August 7, 2023.

(4) Comprised of payments per theater attendee, payments per digital screen with respect to the ESA Party theaters

included in the Company’s network, payments for access to higher quality digital cinema equipment and payments
to Cinemark and Regal for their portion of the Platinum Spot revenue for the utilization of the theaters post-
showtime in accordance with the 2019 ESA Amendments.

(5) Includes purchase of movie tickets, concession products, rental of theater space primarily for marketing to NCM

LLC’s advertising clients and other payments made to the ESA Parties in the ordinary course of business.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included in the Consolidated Balance Sheets:

As of

December 28,
2023

December 29,
2022

Common unit adjustments, net of amortization and integration payments (included in
intangible assets) (1) ........................................................................................................... $

Current payable under the TRA (2) ....................................................................................... $

Long-term payable under the TRA (2) .................................................................................. $

— $

312.2

0.2

25.5

(1) Refer to Note 6—Intangible Assets for further information on common unit adjustments and integration payments.
As Cinemark and Regal are no longer related parties, there are no related party balances to reflect as of December
28, 2023.

(2) NCM, Inc. paid Cinemark and Regal $0.0 million and $0.0 million during the year ended December 28, 2023 and
December 29, 2022, respectively, in payments pursuant to the TRA for the 2022 or 2021 tax years. As Cinemark
and Regal are no longer related parties, there are no related party balances to reflect as of December 28, 2023.

At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from the ESA Parties to use
certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to
screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those
improvements, except for improvements that were developed jointly by NCM LLC and the ESA Parties, if any.

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, contingent upon the Company's compliance with the covenants outlined
within the Revolving Credit Facility 2023. The portion of positive available cash due to ESA Parties is accrued within the
“Amounts due to ESA Parties, net” on the audited Consolidated Balance Sheet. As Cinemark and Regal are no longer related
parties, there are no related party balances to reflect as of December 28, 2023. The positive available cash from NCM LLC for
the three months ended December 28, 2023 and December 29, 2022 were as follows (in millions):

Three Months Ended

December 28,
2023

December 29,
2022

Cinemark ..................................................................................................................................... $
NCM, Inc. ....................................................................................................................................

Total ................................................................................................................................... $

— $

30.3
30.3 $

4.9
14.4
19.3

The Company generated negative available cash by NCM LLC to its related party ESA Parties and NCM, Inc. for the

nine months ended September 28, 2023 of $50.6 million (including $0.0 million for Cinemark, $0.0 million for Regal and $50.6
million for NCM, Inc.) and $39.4 million (including negative $10.5 million for Cinemark, negative $9.3 million for Regal and
negative $19.6 million for NCM, Inc.) for the year ended December 29, 2022. Under the terms of the NCM LLC Operating
Agreement, these negative amounts and the positive amounts above will be netted against each other and future positive
available cash distributions.

For the year ended December 28, 2023 there was no related party activity subsequent to the deconsolidation of NCM

LLC on April 11, 2023 for AMC, Cinemark and Regal as they were not considered related parties of NCM, Inc. nor was there
any activity following the reconsolidation of NCM LLC on August 7, 2023, as AMC, Cinemark and Regal were no longer
considered related parties. Amounts due to ESA Parties, net as of December 29, 2022 were comprised of the following (in
millions):

Theater access fees, net of beverage revenues
and other encumbered theater payments ............................................................ $

Total amounts due to ESA Parties, net ............................................................. $

11.1 $

4.1 $

15.2

Cinemark

Regal

Total

Common Unit Membership Redemption— The NCM LLC Operating Agreement provides a redemption right of the
ESA Parties 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 based on the three-day variable weighted average closing price of NCM,
Inc.’s common stock prior to the redemption date.

AC JV, LLC Transactions—The Company accounts for its investment in AC JV, LLC under the equity method of
accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV,

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 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. Although 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 concluded
that its interest was more than minor under the accounting guidance. NCM LLC’s investment in AC JV, LLC was $0.7 million
and $0.8 million as of December 28, 2023 and December 29, 2022, respectively. NCM LLC received cash distributions from
AC JV, LLC of $0.6 million and $0.4 million, during the years ended December 28, 2023 and December 29, 2022, respectively.
NCM LLC recorded equity in earnings for AC JV, LLC of $0.6 million and $0.4 million during the years ended December 28,
2023 and December 29, 2022, respectively, which are included in “Other non-operating income, net” in the audited
Consolidated Statements of Operations.

10.

BORROWINGS

The commencement of the Chapter 11 Case constituted an event of default and caused the automatic and immediate

acceleration of all debt outstanding under or in respect of, NCM LLC’s Credit Agreements and senior notes. As of August 7,
2023, upon emergence from bankruptcy, all historical debt of NCM LLC was discharged and the historical credit agreements
were terminated.

The following table summarizes NCM LLC’s total outstanding debt as of December 28, 2023 and December 29, 2022

and the significant terms of its borrowing arrangements:

Borrowings ($ in millions)

Outstanding Balance as of

December 28,
2023

December 29,
2022

Maturity Date

Interest Rate

Revolving credit facility 2023 ........................................ $

10.0 $

—

August 7, 2026

Revolving credit facility 2018 ........................................

Revolving credit facility 2022 ........................................

Term loans - first tranche ...............................................

Term loans - second tranche ..........................................

Senior secured notes due 2028 .......................................

Senior unsecured notes due 2026 ...................................

Total borrowings ..................................................
Less: Debt issuance costs and discounts related to term
loans and senior notes .................................................

Total borrowings, net ...........................................

Less: current portion of debt ......................................

—

10.0

—

10.0

—

167.0

50.0

258.5

June 20, 2023

June 20, 2025

49.3 December 20, 2024

(1)

April 15, 2028

August 15, 2026

5.875%

5.750%

374.2

230.0

1,129.0

(7.9)

1,121.1

(1,121.1)

Carrying value of long-term debt ......................... $

10.0 $

—

(1) The interest rates on the revolving credit facility and term loan are described below.

Loan, Security and Guarantee Agreement – On August 7, 2023, NCM LLC entered into the Revolving Credit Facility
2023 with CIT Northbridge Credit LLC as agent. The Revolving Credit Facility 2023 is an asset backed line facility where the
capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations,
and is secured by a lien on substantially all of assets of NCM LLC. The maximum availability NCM LLC has access to under
the Revolving Credit Facility 2023 is $55.0 million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter
alia, working capital and capital expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026. The interest
rate under the Revolving Credit Facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving
commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver
usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contains a
financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at
least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period begins upon (i) an event of default or (ii) if availability is less than
the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ends only if (i) no event of
default existed for the preceding thirty (30) consecutive days and (ii) availability is greater than both (a) $5.0 million and (b)
10% of aggregate revolving commitments. Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC
immediately drew $10.0 million from the facility, which represents the only amount currently outstanding under the Revolving
Credit Facility 2023, as of December 28, 2023. The Revolving Credit Facility 2023 also contains customary representations,
warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and
significant asset dispositions. As of December 28, 2023, NCM LLC’s maximum availability under the $55.0 million Revolving
Credit Facility 2023 was $44.4 million, net of $10.0 million outstanding and net letters of credit of $0.6 million. The weighted-

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

average interest rate on the Revolving Credit Facility 2023 as of December 28, 2023 was 9.2%. Upon execution of the
Revolving Credit Facility 2023, NCM LLC recorded $2.4 million as debt issuance costs and received $9.1 million in proceeds.

The Revolving Credit Facility 2023 contains a number of covenants and financial ratio requirements, with which NCM
LLC was in compliance at December 28, 2023, including maintaining a fixed charge coverage ratio in excess of 1.1 to 1.0 on a
monthly basis while maintaining availability in excess of either (i) $8.25 million or (ii) 15.0% of the aggregate revolver
commitments (the “availability thresholds”). NCM LLC is permitted to make quarterly dividend payments and other payments
based on the fixed charge coverage ratio and availability thresholds so long as no default or event of default has occurred and
continues to occur. Dividend payments and other distributions are made if the fixed charge coverage ratio is in excess of 1.1 to
1.0 and availability, after the distribution, is in compliance with the availability thresholds.

There are no borrower distribution restrictions as long as NCM LLC’s fixed coverage ratio is 1.1 to 1.0, NCM LLC
maintains availability under the availability thresholds and NCM LLC is in compliance with its debt covenants. If there are
borrower distribution restrictions on the payments, NCM LLC may not declare or pay any dividends, or make any payments on
account of NCM LLC 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 a management services agreement, between
NCM, Inc. and NCM LLC, in exchange for NCM, Inc. providing specified management services to NCM LLC. NCM LLC can
also make payments pursuant to the Common Unit Adjustment Agreement and 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.

As of December 28, 2023, the NCM LLC’s fixed charge coverage ratio was 54.2 to 1.0 (versus the required ratio of 1.1

to 1.0) and had availability under the Revolving Credit Facility 2023 of $44.4 million (versus the applicable availability
threshold of $8.25 million). As of December 28, 2023, NCM LLC was in compliance with the financial covenants of the
Revolving Credit Facility 2023 described above.

Senior Secured Credit Facility—NCM LLC’s credit agreement, as amended, (the “Credit Agreement”) consisted of a
term loan facility and a revolving credit facility. As of August 7, 2023, upon emergence from bankruptcy, all outstanding debt
under the Credit Agreement was discharged and the Credit Agreement was terminated.

On March 8, 2021, NCM LLC entered into a second amendment to its Credit Agreement (“Credit Agreement Second

Amendment”). Among other things, the Credit Agreement Second Amendment provided for certain modifications to the
negative covenants, additional waivers and term changes outlined below and granted security interests in certain assets of NCM
LLC and other potential loan parties that were not then pledged to the lenders. In addition, pursuant to the Credit Agreement
Second Amendment, NCM LLC incurred a second tranche of the term loans in an aggregate principal amount of $50.0 million,
the net proceeds of $43.0 million to be used for general corporate purposes.

On January 5, 2022, NCM LLC entered into a third amendment to its Credit Agreement (“Credit Agreement Third
Amendment”). Among other things, the Credit Agreement Third Amendment provided for: (i) certain modifications to and
extensions to modifications of the affirmative and negative covenants therein; (ii) the suspension of the consolidated net total
leverage and consolidated net senior secured leverage financial covenants through the fiscal quarter ending December 29, 2022;
and (iii) changes to the consolidated net total leverage ratio and consolidated net senior secured leverage ratio financial
covenants. Upon execution of the Credit Agreement Third Amendment, $6.4 million was recorded as debt issuance costs and
$0.4 million was recorded within “Loss on modification and retirement of debt, net” during the year ended December 29, 2022.

Term Loans—First Tranche—The interest rate on the initial tranche of term loans was originally a rate chosen at NCM

LLC’s option of either the LIBOR index plus 4.00% or the base rate plus 3.00%. The rate increased from LIBOR index plus
2.75% or the base rate plus 1.75%. The term loans amortized at a rate equal to 1.00% annually, paid in equal quarterly
installments. As of August 7, 2023, upon emergence from bankruptcy, all outstanding debt under the Credit Agreement,
including the terms loans, was discharged and the Credit Agreement was terminated.

Term Loans—Second Tranche—The interest rate on the second tranche of term loans was the LIBOR index plus 8.00%.

The term loans amortized at a rate equal to 1.00% annually, paid in equal quarterly installments. As of August 7, 2023, upon
emergence from bankruptcy, all outstanding debt under the Credit Agreement, including the term loans, was discharged and the
Credit Agreement was terminated.

Revolving Credit Facility 2018—The revolving credit facility portion of NCM LLC’s senior secured credit facility was
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 Credit Agreement, and a portion was available for letters of credit. During March 2020,
NCM LLC drew down an additional $110.0 million on the revolving credit facility to fund operations during the period of
expected disrupted cash flows due to the temporary closure of the theaters within NCM LLC’s network due to the COVID-19
Pandemic. As of August 7, 2023, upon emergence from bankruptcy, all outstanding debt under the Credit Agreement, including

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

borrowings under the revolving credit facility, was discharged and the Credit Agreement was terminated. The unused line fee
was 0.50% per annum which was consistent with the previous facility. Borrowings under the revolving credit facility accrued
interest at NCM LLC’s option of either the LIBOR index plus an applicable margin ranging from 3.00% to 3.50% or the base
rate plus an applicable margin ranging from 2.00% to 2.50%. The margin changed to the aforementioned range from a fixed
margin of LIBOR index plus 2.00% or the base rate plus 1.00%. The applicable margin for the revolving credit facility was
determined quarterly and was 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 of up to $100.0 million, divided by Adjusted
EBITDA for debt purposes, defined as NCM LLC’s net income before depreciation and amortization expense adjusted to also
exclude non-cash share based compensation costs for NCM LLC plus integration payments received).

Revolving Credit Facility 2022—On January 5, 2022, NCM LLC entered into a revolving credit agreement (the

“Revolving Credit Agreement 2022”). The Revolving Credit Agreement 2022 provided for revolving loan commitments of
$50.0 million of secured revolving loans, the entire amount of which was funded on January 5, 2022. As of August 7, 2023,
upon emergence from bankruptcy, all outstanding debt under the Revolving Credit Agreement 2022 was discharged and the
Revolving Credit Agreement 2022 was terminated. The Revolving Credit Agreement 2022 provided for (i) a cash interest rate
of term Secured Overnight Financing Rate (SOFR) plus 8.00%, with a 1.00% floor, (ii) a maturity date of June 20, 2023 and
(iii) a termination premium if NCM LLC terminated the commitments under the Revolving Credit Agreement 2022 at any time
before maturity.

Senior Unsecured Notes due 2026—On August 19, 2016, NCM LLC completed a private placement of $250.0 million

in aggregate principal amount of 5.750% Senior Unsecured Notes (the “Notes due 2026”) for which the registered exchange
offering was completed on November 8, 2016. The Notes due 2026 paid interest semi-annually in arrears on February 15 and
August 15 of each year, which commenced on February 15, 2017. The Notes due 2026 were issued at 100% of the face amount
thereof and were the senior unsecured obligations of NCM LLC. As of August 7, 2023, upon emergence from bankruptcy, all
outstanding debt under the Notes due 2026 was discharged and the Notes due 2026 were terminated, following $10.0 million
made in cure payments.

Senior Secured Notes due 2028—On October 8, 2019, NCM LLC completed a private offering of $400.0

million aggregate principal amount of 5.875% Senior Secured Notes due 2028 (the “Notes due 2028”) to eligible purchasers.
Interest on the Notes due 2028 accrued at a rate of 5.875% per annum and was payable semi-annually in arrears on April 15 and
October 15 of each year, commencing on April 15, 2020. The Notes due 2028 were issued at 100% of the face amount thereof
and shared in the same collateral that secured NCM LLC’s obligations under the senior secured credit facility. As of August 7,
2023, upon emergence from bankruptcy, all outstanding debt under the Notes due 2028 was discharged and the Notes due 2028
were terminated.

Future Maturities of Borrowings – The scheduled annual maturities on the Revolving Credit Facility 2023 as of

December 28, 2023 are as follows (in millions):

Year

Amount

2024 ............................................................................................................................................................ $
2025 ............................................................................................................................................................
2026 ............................................................................................................................................................
2027 ............................................................................................................................................................
2028 ............................................................................................................................................................
Thereafter ....................................................................................................................................................
Total ............................................................................................................................................................ $

—
—
10.0
—
—
—
10.0

11.

SHARE-BASED COMPENSATION

The NCM, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) was approved by NCM, Inc.'s stockholders on
April 28, 2020 and approved 7,500,000 shares of common stock available for issuance or delivery under the 2020 Plan and an
additional 7,500,000 shares of common stock available for issuance or delivery was approved on May 4, 2022. On August 3,
2023, the Company effected a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share. The reverse
stock split, which was authorized by its Board of Directors, was approved by the Company’s stockholders on August 2, 2023.
The reverse stock split reduced the number of outstanding shares of the Company’s 2020 Plan to 1,500,000. NCM, Inc.'s
stockholders approved an additional 12,000,000 shares of common stock available for issuance or delivery under the 2020 Plan
on November 2, 2023.

The Company began issuing shares under the 2020 Plan in the second quarter of 2020. The 2020 Plan replaced NCM,

Inc.’s 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the 2007 Equity Incentive Plan (the “2007 Plan”). The

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2020 Plan also includes 2,388,302 shares related to the number of shares reserved for issuance under the 2016 Plan that
remained available for grant as of the effective date of the 2020 Plan and the number of shares subject to awards granted under
the 2007 Plan as of the effective date of the 2020 Plan, which can become available for grant again upon expiration,
termination, cancellation or forfeiture of the original award. As of December 28, 2023, 12,394,912 shares remain available for
future grants (assuming 100% achievement of targets on performance-based restricted stock). The types of awards that may be
granted under the 2020 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units or other
stock based awards. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in
the 2016 Plan and 2020 Plan. 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.

Compensation Cost—The Company recognized $4.5 million and $7.1 million for the years ended December 28, 2023
and December 29, 2022, respectively, of share-based compensation expense within “Network costs”, “Selling and marketing
costs” and “Administrative and other costs” in the Consolidated Statements of Operations as shown in the table below (in
millions):

Years Ended

December 28,
2023

December 29,
2022

Share-based compensation costs included in network costs ....................................................... $
Share-based compensation costs included in selling and marketing costs ..................................
Share-based compensation costs included in administrative and other costs .............................

Total share-based compensation costs ................................................................................. $

0.3 $
0.7
3.5

4.5 $

0.7
1.7
4.7

7.1

During the years ended December 28, 2023 and December 29, 2022, $0.1 million and $0.2 million was capitalized,
respectively, in a corresponding manner to the capitalization of employee’s salaries for capitalized labor. The income tax
benefit recognized in the statements of operations for share-based compensation was approximately $0.0 million and $0.0
million for the years ended December 28, 2023 and December 29, 2022, respectively. As of December 28, 2023, there was $0.3
million unrecognized compensation cost related to unvested options, which will be recognized over a remaining period of 1.4
years. As of December 28, 2023, unrecognized compensation cost related to restricted stock and restricted stock units was
approximately $2.1 million, which will be recognized over a weighted average remaining period of 1.9 years.

Stock Options—The Company granted stock options during 2023 and 2022. A portion of the stock options awarded in
2022 and 2023 were 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 approved the grant. The remaining portion of stock options awarded in 2022 and 2023 were
granted with an exercise price in excess of the closing market price of NCM, Inc. common stock on the date the Company’s
Board of Directors approved the grant. All options have either 10-year or 15-year contractual terms. 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 valuation model. The expected term of options granted was developed based on historical and
peer company data and represents the period of time that options granted are expected to be outstanding. The expected term of
the options granted during 2023 and 2022 were adjusted to include the Company's cost of equity in order to incorporate the
impact of the option's market condition and simulate a lattice model. 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 year ended December 28, 2023 and December 29, 2022:

Years Ended

December 28, 2023

December 29, 2022

Expected term (in years) ....

Risk free interest rate .........

Expected volatility .............

Dividend yield ...................

6.6

4.1 %

86.4 %

— %

6.0

2.6 %

68.1 %

4.8 %

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of option award activity as of December 28, 2023, and changes during the year then ended are presented

below:

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (in years)

Aggregate
Intrinsic
Value
(in millions)

Options

Outstanding as of December 29, 2022 ..................................

209,779 $

Granted ..............................................................................

25,000 $

Forfeited ............................................................................

Expired ..............................................................................

— $

Outstanding as of December 28, 2023 ..................................

234,779 $

Exercisable as of December 28, 2023 ...................................

157,517 $

Vested and expected to vest as of December 28, 2023 .........

233,045 $

43.39

35.00

—

42.50

49.31

42.59

8.0

—

7.3

6.6

7.3

—

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/or financial performance targets. As such
restrictions lapse, the award vests in that proportion. The participants are entitled to dividend equivalents, although the sale and
transfer of such shares is prohibited and the shares are subject to forfeiture during the restricted period. Additionally, the
accrued dividend equivalents are subject to forfeiture during the vesting period should the underlying units not vest. As of
December 28, 2023 and December 29, 2022, accrued dividend equivalents totaled $0.3 million and $0.8 million, respectively
and during the years ended December 28, 2023 and December 29, 2022, the Company paid $0.5 million and $0.5 million,
respectively, for dividend equivalents upon vesting of the restricted stock units. The Company has issued time-based restricted
stock units to its employees which generally vest over a two or three-year period with one-half or one-third, respectively,
vesting on each anniversary of the date of grant and performance-based restricted stock units which vest following a two or
three-year measurement period to the extent that the Company achieves specified non-GAAP targets at the end of the
measurement period. Certain other vesting periods have also been used. Non-employee directors serving on the Board as of
August 18, 2023, received a one-time grant with a fair market value equal to $100,000. The RSUs will vest after four years. The
RSUs will be settled in shares of the Company’s common stock. The RSU awards include the right to receive dividend
equivalents, subject to vesting. Additionally, non-employee directors will receive quarterly grants that vest immediately with a
fair market value of $50,000. The number of shares will be determined by utilizing the weighted average closing price of the
five days before and five days after the respective quarterly earnings release. Non-employee directors may choose to elect up to
20% of their quarterly grant in cash. The grant date fair value of restricted stock units is based on the closing market price of
NCM, Inc. common stock on the date of grant. An annual forfeiture rate of 2-6% was estimated to reflect the potential
separation of employees. The weighted average grant date fair value of non-vested stock was $3.42 and $2.12 for the years
ended December 28, 2023 and December 29, 2022, respectively. The total fair value of awards that vested during the years
ended December 28, 2023 and December 29, 2022 was $7.1 million and $5.9 million, respectively.

A summary of restricted stock unit activity as of December 28, 2023, and changes during the year then ended are

presented below:

Number of
Restricted
Stock Units (1)

Weighted
Average
Grant-Date
Fair Value

Non-vested balance as of December 29, 2022 ........................................................................
Granted ...............................................................................................................................
Vested (2) ...........................................................................................................................
Forfeited ..............................................................................................................................
Non-vested balance as of December 28, 2023 ........................................................................

516,384 $
497,390 $
(239,450) $
(29,927) $
744,397 $

28.04
3.42
29.40
42.96
10.55

(1) Includes 145,043 shares of performance-based restricted stock units as of December 28, 2023, including 74,560

shares granted during the year and 2,475 shares forfeited during the year.

(2) Includes 13,057 vested shares that were withheld to cover tax obligations and were subsequently canceled.

The above table reflects performance-based restricted stock granted at 100% achievement of performance conditions
and as such does not reflect the maximum or minimum number of shares of performance-based restricted stock contingently
issuable. As of December 28, 2023, the total number of restricted stock units that are ultimately expected to vest, after

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consideration of expected forfeitures and current projections of estimated vesting of performance-based restricted stock is
737,232 shares.

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. In response to the COVID-19 Pandemic and
Chapter 11 Case, the Company temporarily suspended its match of a portion of employees 401(k) contributions effective April
2020 through December 28, 2023.

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, individually and in aggregate, on its financial position, results of operations
or cash flows.

Operating Commitments-Facilities—The Company has entered into operating lease agreements for its corporate
headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $4.3 million and short-term and long-
term lease liabilities of $1.0 million and $5.0 million, respectively, on the balance sheet as of December 28, 2023 for all
material leases with terms longer than twelve months. As of December 29, 2022 the Company had ROU assets of $16.9 million
and short-term and long-term lease liabilities of $2.2 million and $18.0 million, respectively, for all material leases with terms
longer than twelve months. These balances are included within “Other assets”, “Other current liabilities” and “Other liabilities”,
respectively, on the audited Consolidated Balance Sheets. Certain leases were rejected or modified in conjunction with NCM
LLC’s Chapter 11 Case and are no longer included within these balances. The Company has options on existing facilities to
extend the lease or to terminate part or all of the leased space prior to the lease end date. Certain termination fees would be due
upon exercise of the early termination options as outlined within the underlying agreements. None of these options were
considered reasonably certain of exercise and thus have not been recognized as part of the ROU assets and lease liabilities. As
of December 28, 2023, the Company had a weighted average remaining lease term of 3.8 years on these leases.

The Company has also entered into certain short-term leases with a term of less than one year. These leases are not
included within the Company’s ROU assets or lease liabilities due to the Company’s election of the practical expedient in ASC
842-20-25-2 for short-term leases.

During the twelve months ended December 28, 2023 and December 29, 2022, the Company recognized the following

components of total lease cost (in millions). These costs are presented within “Selling and marketing costs” and
“Administrative and other costs” within the audited Consolidated Statements of Operations depending upon the nature of the
use of the facility.

Years ended

December 28, 2023

December 29, 2022

Operating lease cost .......................................................................................... $
Variable lease cost .............................................................................................

Total lease cost .................................................................................................. $

3.2 $
0.5

3.7 $

3.4
0.5

3.9

The Company made lease payments for the year ended December 28, 2023 and December 29, 2022 of $3.6 million and

$3.8 million, respectively. These payments are included within cash flows from operating activities within the audited
Consolidated Statement of Cash Flows. The minimum lease payments under noncancellable operating leases, including leases
executed but not yet commenced, as of December 28, 2023 were as follows (in millions):

Year

Minimum Lease
Payments

2024 ............................................................................................................................................................ $

2025 ............................................................................................................................................................

2026 ............................................................................................................................................................

2027 ............................................................................................................................................................

2028 ............................................................................................................................................................
Thereafter ....................................................................................................................................................

2.1

2.6

1.1
5.5

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Less: Imputed interest on future lease payments ........................................................................................

Total lease liability as of December 28, 2023 per the Consolidated Balance Sheet ................................... $

16.0

(10.0)

6.0

When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in
order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company used the
rate of interest that it would have paid to borrow on a collateralized basis over a similar term for an amount equal to the lease
payments in a similar economic environment. As of December 28, 2023, the Company’s weighted average annual discount rate
used to establish the ROU assets and lease liabilities was 6.9%.

Operating Commitments - ESAs and Affiliate Agreements—The Company has entered into long-term ESAs with the
ESA Parties and multi-year agreements with certain network affiliates, or third-party theater circuits. The ESAs and network
affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The
Company recognizes intangible assets upon issuance of membership units to the ESA Parties in accordance with NCM LLC’s
Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the
Company’s services within their theaters as further discussed within Note 6—Intangible Assets. These ESAs and network
affiliate agreements are considered leases under ASC 842 once the asset is identified and the period of control is determined
upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are
considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are
exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No
ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the
intangible assets was necessary.

In consideration for NCM LLC’s access to the ESA Parties’ theater attendees for on-screen advertising and use of
lobbies and other space within the ESA Parties’ theaters for the LEN and lobby promotions, the ESA Parties receive a monthly
theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron, a fixed payment per
digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater
patron increased by 4% on November 1, 2022 and will increase by 8% every five years with the next occurrence in 2027. The
payment per digital screen and for digital cinema equipment increases annually by 5%. The theater access fee paid in the
aggregate to all ESA Parties 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. As of December 28, 2023 and December 29, 2022, the Company
had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum.

Following the 2019 ESA Amendments, Cinemark and Regal (until July 14, 2023, when Regal ceased being a party to an
ESA) receive an additional monthly theater access fee beginning November 1, 2019 in consideration for NCM LLC’s access to
certain on-screen advertising inventory after the advertised showtime of a feature film. These fees are also based upon a fixed
payment per patron of (i) $0.0375 per patron beginning on November 1, 2020, (ii) $0.05 per patron beginning on November 1,
2021, (iii) $0.052 per patron beginning on November 1, 2022 and (iv) increase 8% every five years beginning November 1,
2027. Additionally, following the 2019 ESA Amendments, beginning on November 1, 2019, NCM LLC is entitled to display
the Platinum Spot, an additional single unit that is either 30 or 60 seconds of The Noovie® Show in the trailer position directly
prior to the one or two trailers preceding the feature film. In consideration for the utilization of the theaters for the Platinum
Spots, Cinemark and Regal (until July 14, 2023, when Regal ceased being a party to an ESA) are entitled to receive 25% of all
revenue generated for the actual display of Platinum Spots in their applicable theaters, subject to a specified minimum. If NCM
LLC runs advertising in more than one concurrent advertisers’ Platinum Spot for any portion of the network over a period of
time, then NCM LLC will be required to satisfy a minimum average CPM for that period of time.

The network affiliates compensation is considered variable lease expense and varies by circuit depending upon the
agreed upon terms of the network affiliate agreement. The majority of agreements are centered around a revenue share where an
agreed upon percentage of the advertising revenue received from a theater’s attendance is paid to the circuit. As part of the
network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for
display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per
attendee basis, which in some cases may exceed the applicable revenue share rate. If a network affiliate achieves the attendance
or minimum revenue per attendee 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.
As of December 28, 2023, the maximum potential amount of future payments the Company could be required to make pursuant
to the minimum revenue guarantees is $276.2 million over the remaining terms of the network affiliate agreements. These
minimum guarantees relate to various affiliate agreements ranging in term from one to fourteen years, prior to any renewal
periods of which some are at the option of the Company. During the year ended December 28, 2023 and December 29, 2022 the
Company paid $0.0 million and $0.0 million, respectively, related to these minimum guarantees. As of December 28, 2023 and
December 29, 2022, the Company had $0.0 million and $0.4 million in liabilities recorded within “Accounts payable” in the

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet for these obligations, as such guarantees are less than the expected share of revenue paid to the
affiliate. As the guaranteed minimums are based upon agreed upon minimum attendance or affiliate revenue levels, the
Company did not incur minimum revenue share fees during the period of time the respective affiliate's theaters were
temporarily closed due to the COVID-19 Pandemic and will not for the remaining duration an affiliate's theater attendance or
revenue levels are low as the minimum levels must first be met by 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 and borrowings.

Long-Lived Assets, Intangible Assets and Other Investments—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.

Other investments consisted of the following (in millions):

As of

December 28, 2023

December 29, 2022

Investment in AC JV, LLC ................................................................................................ $

Other investments ..............................................................................................................

Total ................................................................................................................................ $

0.7 $

—

0.7 $

0.8

0.1

0.9

During the years ended December 28, 2023 and December 29, 2022, the Company recorded impairment charges of $0.0

million and $0.1 million, respectively, on certain of its investments due to new information regarding the fair value of the
investee, which brought the total remaining value of the respective impaired investments to $0.0 million as of December 28,
2023. As of December 28, 2023, no other observable price changes or impairments have been recorded as a result of the
Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The
investment in AC JV was initially valued using comparative market multiples. The other investments were recorded based upon
the fair value of the services provided in exchange for the investment. Refer to Note 1—Basis of Presentation and Summary of
Significant Accounting Policies for more details. As the inputs to the determination of fair value are based upon non-identical
assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy.

Borrowings—The carrying amount of the revolving credit facilities are considered a reasonable estimate of fair value
due to its floating-rate terms. As of August 7, 2023, upon emergence from bankruptcy, all historical debt of NCM LLC was
discharged. The estimated fair values of the Company’s financial instruments where carrying values did not approximate fair
value are as follows (in millions):

As of December 28, 2023

As of December 29, 2022

Carrying Value

Fair Value

Carrying Value

Fair Value (1)

Revolving credit facilities .............................................. $

Term Loans - first tranche .............................................. $

Term Loans - second tranche ......................................... $

Senior Notes due 2028 ................................................... $

Senior Notes due 2026 ................................................... $

— $

217.0 $

258.5 $

49.3 $

374.2 $

230.0 $

58.0

65.8

13.1

91.7

6.9

(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.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recurring Measurements—All current assets and liabilities are estimated to approximate their fair value due to the

short-term nature of these balances. 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

Fair Value As of
December 29,
2022

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) ....................................................... $

0.8 $

— $

Short-term marketable securities (2) ..............................

Long-term marketable securities (2) ..............................

0.7

0.3

—

0.7

0.3

Total assets ................................................................. $

1.8 $

0.8 $

1.0 $

—

(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.

(2) Short-Term and Long-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, commercial paper and certificates of deposit are valued using third-party broker
quotes. The value of the Company’s government agency bonds and municipal bonds are derived from quoted
market information. The inputs in the valuation are classified as Level 1 if there is an 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 and certificates of deposit 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. Original cost of short term marketable securities is based on the specific identification method.
The Company did not recorded an allowance for credit losses for the marketable securities balance as of
December 29, 2022 given the immaterial difference between the amortized cost basis and the aggregate fair value
of the Company's securities.

The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held as of

December 29, 2022 are as follows:

As of December 29, 2022

Amortized
Cost Basis
(in millions)

Aggregate
Fair Value
(in millions)

Maturities (1)
(in years)

MARKETABLE SECURITIES:

Short-term certificates of deposit ................................................................ $

0.7 $

Total short-term marketable securities ..............................................

Long-term certificates of deposit ................................................................

Total long-term marketable securities ...............................................

0.7

0.3

Total marketable securities ........................................................ $

1.0 $

0.7

0.3

1.0

1.3

(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.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.

VALUATION ACCOUNT

The Company’s valuation allowance on deferred tax assets for the years ended December 28, 2023 and December 29,

2022 was as follows (in millions):

Years Ended

December 28,
2023

December 29,
2022

VALUATION ALLOWANCE ON DEFERRED TAX ASSETS:

Balance at beginning of period .................................................................................................... $

245.5 $

Valuation allowance added (1) ...............................................................................................

Valuation allowance reversed .................................................................................................

Balance at end of period .............................................................................................................. $

—

(99.5)

146.0 $

223.8

21.7

—

245.5

(1) The changes within the valuation allowance during the years ended December 28, 2023 and December 29, 2022
relate to its deferred tax assets which the Company determined it is more-likely-than-not it will not be able to
realize before they expire.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures as

defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are
designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to management, including the Company’s Chief Executive Officer (principal executive
officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required
disclosure.

Management, with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), performed

an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) and
15d-15(e) of the Exchange Act as of December 28, 2023, the end of the period covered by this Annual Report on Form 10-K.
Based on such evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective.

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

establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and
15d-15(f). Management evaluated the design and operating effectiveness of the Company’s internal control over financial
reporting based on the framework in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on that evaluation, the Company's management concluded that the
Company's internal control over financial reporting as of December 28, 2023 was effective.

In designing and evaluating our disclosure controls and procedures, management recognizes that any control, no matter

how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control
objectives. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company
have been detected.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial

reporting that occurred during the quarter ended December 28, 2023 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

Company's 2024 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 “Information about our Executive Officers” and is incorporated herein by this reference.

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 headings “Compensation of Executive Officers,” “Compensation Committee
Report”.

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 Compensation Plan”,

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 64.

(b) Exhibits

Refer to Exhibit Index, beginning on page 125.

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

INDEX TO EXHIBITS

Exhibit
2.1

3.1

3.2

3.3

4.1
. 10.1

10.2

10.2.1

10.3

10.3.1

10.3.2

10.4

10.5

Ref. Description

Confirmation Order, dated July 27, 2023

The Bylaws, as amended February 2, 2024

Second Amended and Restated Certificate of
Incorporation as amended.

Certificate of Designation Series B Preferred
Stock, dated August 7, 2023.

Description of the Registrant’s Securities

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., as amended through
August 7, 2023.

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.)

First Amendment to Amended and Restated
Exhibitor Services Agreement dated as of March
9, 2017, by and between National CineMedia,
LLC and American Multi-Cinema, Inc.

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.)

First Amendment to Amended and Restated
Exhibitor Services Agreement dated as of
September 17, 2019, by and between National
CineMedia, LLC and Cinemark USA, Inc.

Second Amendment to Amended and Restated
Exhibitor Services Agreement dated as of July 29,
2022, by and between National CineMedia, LLC
and Cinemark USA, Inc.

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.)

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.

Incorporation by Reference

Form
8-K

SEC File No.
001-33296

Exhibit
2.1

10-Q

001-33296

8-K

001-33296

3.1

Filing
Date
6/27/2023

11/7/2023

8/7/2023

10-K

001-33296

10.2.4

2/21/2014

8-K

001-33296

10.1

3/15/2017

10-K

001-33296

10.3.4

2/21/2014

8-K

001-33296

10.1

9/17/2019

10-Q

001-33296

10.4

8/8/2022

8-K

001-33296

10.6

2/16/2007

8-K

001-33296

10.7

2/16/2007

Incorporation by Reference

Form
8-K

SEC File No.
001-33296

Exhibit
10.1

Filing
Date
5/5/2008

8-K

001-33296

10.9

2/16/2007

8-K

001-33296

10.10

2/16/2007

8-K

001-33296

10.11

2/16/2007

8-K

001-33296

10.12

2/16/2007

8-K

001-33296

10.1

4/12/2023

8-K

001-33296

10.3

8/7/2023

8-K

001-33296

10.1

8/7/2023

10-Q

001-33296

10.6

8/1/2023

10-Q

001-33296

10.5

8/1/2023

10-Q

001-33296

10.3

8/8/2022

8-K

001-33296

10.3

6/10/2021

8-K

001-33296

10.1

9/27/2021

Exhibit

10.5.1

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

Ref. Description

Second Amendment to Tax Receivable Agreement
effective as of April 29, 2008, by and by and
among NCM, Inc. and National CineMedia, LLC
and the Founding Members and the ESA Parties,
amending the Tax Receivable Agreement dated as
of February 13, 2007 and as first amended by the
First Amendment to the Tax Receivable
Agreement effective as of August 7, 2007.

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.

Restructuring Support Agreement, dated as of
April 11, 2023, among the Company, NCM LLC
and Consenting Secured Creditors.

Director Designation Agreement, dated as of
August 7, 2023, among National CineMedia, Inc.,
the Consenting Creditor Designation Committee,
and Blantyre Capital Limited.

Loan, Security and Guarantee Agreement dated as
of August 7, 2023, by and among National
CineMedia, LLC, the certain financial institution
party thereto as Lenders, and CIT Northbridge
Credit LLC as Agent, Sole Lead Arranger and
Sole Bookrunner.

Joint Venture Termination and Settlement
Agreement, dated June 3, 2023.

Network Affiliate Transaction Agreement by and
between National CineMedia, LLC and Regal
Cinemas, Inc, dated June 3, 2023.

Employment Agreement dated as of August 1,
2022, by and between National CineMedia, Inc.
and Thomas F. Lesinski. +

Amended and Restated Employment Agreement,
dated June 9, 2021, by and between National
CineMedia, Inc. and Scott Felenstein.

Employment Agreement dated August 25, 2021
between National CineMedia, Inc. and Ronnie Y.
Ng.

Exhibit

10.17.1

Ref. Description
*

First, Second, and Third Amendment to
Employment Agreement between National
CineMedia, Inc. and Ronnie Y. Ng

Incorporation by Reference

Form

SEC File No.

Exhibit

Filing
Date

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.25.1

10.25.2

10.26

10.26.1

10.26.2

10.26.3

Form of Indemnification Agreement. +

8-K

001-33296

Form of Indemnification Agreement (August
2018)+

10-Q

001-33296

10.1

10.3

2/13/2007

8/7/2018

National CineMedia, Inc. 2007 Equity Incentive
Plan. +

National CineMedia, Inc. 2016 Equity Incentive
Plan. +

National CineMedia, Inc. 2020 Omnibus Incentive
Plan.+

First Amendment to the National CineMedia, Inc.
2020 Omnibus Incentive Plan effective as of May
4, 2022. +

Second Amendment to the National CineMedia,
Inc. 2020 Omnibus Incentive Plan effective as of
November 2, 2023.

Form of 2012 Stock Option Agreement. +

Form of 2019 Stock Option Agreement. +

Form of 2020 Stock Option Agreement. +

8-K

001-33296

10.2

5/2/2013

S-8

001-33296

4.1

4/29/2016

8-K

001-33296

10.2

5/1/2020

8-K

001-33296

10.1

5/9/2022

8-K

001-33296

10.1

11/7/2023

10-K

10-Q

001-33296

10.22.4

2/24/2012

001-33296

10.4

10.5

11/4/2019

8/3/2020

Form of Restricted Stock Unit Agreement. +

10-K

001-33296

10.34

3/6/2009

Form of Restricted Stock Unit Agreement under
the National CineMedia, Inc. 2016 Equity Plan.+

Form of Restricted Stock Unit Agreement under
the National CineMedia, Inc. 2016 Equity Plan,
amended.+

Form of Restricted Stock Unit Agreement under
the National CineMedia, Inc. 2020 Omnibus
Incentive Plan - Director.+

S-8

001-33296

4.4

4/29/2016

10-K

001-33296

10.27.2

2/24/2017

10-Q

001-33296

10.7

8/3/2020

10.27

Form of Retention Agreement.+

8-K

001-33296

10.1

3/8/2023

21.1

23.1

24.1

31.1

31.2

32.1

32.2

97.1

99.1

List of Subsidiaries.

Consent of Deloitte & Touche LLP.

Powers of Attorney of National CineMedia, Inc.

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

Rule 13a-14(a) Certification of Chief Financial
Officer.

** Certification of Chief Executive Officer and

Pursuant to 18 U.S.C. Section 1350.

** Certification of Chief Financial Officer Pursuant

to 18 U.S.C. Section 1350.

Incentive Compensation Recoupment Policy

Modified First Amended Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code, dated
June 25, 2023.

8-K

001-33296

99.1

6/27/2023

Incorporation by Reference

Form

SEC File No.

Exhibit

Filing
Date

Ref. Description
*

Inline XBRL Taxonomy Extension Schema
Document.

Inline XBRL Taxonomy Extension Calculation
Linkbase Document.

Inline XBRL Taxonomy Extension Definition
Linkbase Document.

Inline XBRL Taxonomy Extension Label
Linkbase Document.

Inline XBRL Taxonomy Extension Presentation
Linkbase Document.

Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101)

Exhibit
101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

104

*
**
+

Filed herewith.
Furnished herewith.
Management contract.

Item 16.

Form 10-K Summary

Not applicable.

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

Date:

March 18, 2024

NATIONAL CINEMEDIA, INC.
(Registrant)

/s/ Thomas F. Lesinski
Thomas F. Lesinski
Chief Executive Officer and Director
(Principal Executive 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 indicated on the 18th day of March, 2024.

Signature

Title

/s/ Thomas F. Lesinski
Thomas F. Lesinski

/s/ Ronnie Ng
Ronnie Ng

Lauren Zalaznick

Bernadette Aulestia

Nicholas Bell

David Glazek

Juliana F. Hill

Tiago Lourenço

Jean-Philippe Maheu

Joseph Marchese

*By:

/s/ Maria Woods
Maria Woods

Chief Executive Officer
(Principal Executive Officer)

Chief Financial Officer
(Principal Financial and Accounting Officer)

Director

Attorney-in-fact

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 December 27, 2018 through December 28, 2023 with the Russell 2000 Index and the Dow Jones
US Media TSM.

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.

CORPORATE INFORMATION

BOARD OF DIRECTORS

Corporate Headquarters
6300 S. Syracuse Way, Suite 300
Centennial, CO 80111
800.828.2828 | ncm.com

Stock Information
Traded on the NASDAQ Global Select Market
under the symbol NCMI

Investor Relations
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Email: investors@ncm.com

Transfer Agent & Registrar
Computershare
P.O. Box 505008
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computershare.com/investor

Form 10-K
We will provide, without charge, a copy of our Annual
(cid:44)(cid:105)(cid:171)(cid:156)(cid:192)(cid:204)(cid:3)(cid:156)(cid:152)(cid:3)(cid:19)(cid:156)(cid:192)(cid:147)(cid:3)(cid:163)(cid:228)(cid:135)(cid:28)(cid:93)(cid:3)(cid:62)(cid:195)(cid:3)(cid:119)(cid:143)(cid:105)(cid:96)(cid:3)(cid:220)(cid:136)(cid:204)(cid:133)(cid:3)(cid:204)(cid:133)(cid:105)(cid:3)(cid:45)(cid:105)(cid:86)(cid:213)(cid:192)(cid:136)(cid:204)(cid:136)(cid:105)(cid:195)(cid:3)(cid:62)(cid:152)(cid:96)(cid:3)
Exchange Commission, to any stockholder who requests
one. Copies of the 10-K and all exhibits thereto can be
obtained from our website (investor.ncm.com) under the tab
“Financials > SEC Filings”. These reports are also available
free of charge by written request to the below address:

NCM, Inc.
ATTN: Investor Relations
6300 S. Syracuse Way, Suite 300
Centennial, CO 80111

Code of Business Conduct & Ethics
Our Code of Business Conduct and Ethics, and our other
governance documents, are available free of charge on our
website (investor.ncm.com) under the tab “Governance >
Corporate Governance.”

Annual Meeting
National CineMedia, Inc. stockholders are invited to
attend our annual meeting. The meeting will be held at the
following venue on the date announced within our Proxy
Statement for the 2024 Annual Meeting of Stockholders.

6300 S. Syracuse Way Suite 300
Centennial, CO 80111

(cid:386)(cid:143)(cid:143)(cid:3)(cid:204)(cid:192)(cid:62)(cid:96)(cid:105)(cid:147)(cid:62)(cid:192)(cid:142)(cid:195)(cid:3)(cid:62)(cid:192)(cid:105)(cid:3)(cid:204)(cid:133)(cid:105)(cid:3)(cid:105)(cid:221)(cid:86)(cid:143)(cid:213)(cid:195)(cid:136)(cid:219)(cid:105)(cid:3)(cid:171)(cid:192)(cid:156)(cid:171)(cid:105)(cid:192)(cid:204)(cid:222)(cid:3)(cid:156)(cid:118)(cid:3)(cid:32)(cid:10)(cid:31)(cid:93)(cid:3)(cid:136)(cid:204)(cid:195)(cid:3)(cid:62)(cid:118)(cid:119)(cid:143)(cid:136)(cid:62)(cid:204)(cid:105)(cid:195)(cid:93)(cid:3)(cid:156)(cid:192)(cid:3)(cid:204)(cid:133)(cid:136)(cid:192)(cid:96)(cid:135)(cid:171)(cid:62)(cid:192)(cid:204)(cid:222)(cid:3)(cid:143)(cid:136)(cid:86)(cid:105)(cid:152)(cid:195)(cid:156)(cid:192)(cid:195)(cid:3)(cid:62)(cid:152)(cid:96)(cid:3)
may not be used without the prior written consent of NCM. This report may contain, or may
(cid:76)(cid:105)(cid:3)(cid:96)(cid:105)(cid:105)(cid:147)(cid:105)(cid:96)(cid:3)(cid:204)(cid:156)(cid:3)(cid:86)(cid:156)(cid:152)(cid:204)(cid:62)(cid:136)(cid:152)(cid:3)(cid:186)(cid:118)(cid:156)(cid:192)(cid:220)(cid:62)(cid:192)(cid:96)(cid:135)(cid:143)(cid:156)(cid:156)(cid:142)(cid:136)(cid:152)(cid:125)(cid:3)(cid:195)(cid:204)(cid:62)(cid:204)(cid:105)(cid:147)(cid:105)(cid:152)(cid:204)(cid:195)(cid:187)(cid:3)(cid:204)(cid:133)(cid:62)(cid:204)(cid:3)(cid:192)(cid:105)(cid:121)(cid:105)(cid:86)(cid:204)(cid:3)(cid:147)(cid:62)(cid:152)(cid:62)(cid:125)(cid:105)(cid:147)(cid:105)(cid:152)(cid:204)(cid:189)(cid:195)(cid:3)(cid:86)(cid:213)(cid:192)(cid:192)(cid:105)(cid:152)(cid:204)(cid:3)
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 28, 2023 included herein. The Company undertakes no
obligation to update or revise any forward-looking statements.

Lauren Zalaznick
Chair of National CineMedia, Inc., Independent
Advisor & Senior Advisor to The Boston
Consulting Group in the Global TMT Practice

Bernadette Aulestia
Member of the Board of Directors of Denny’s
(cid:10)(cid:156)(cid:192)(cid:171)(cid:156)(cid:192)(cid:62)(cid:204)(cid:136)(cid:156)(cid:152)(cid:93)(cid:3)(cid:32)(cid:105)(cid:221)(cid:195)(cid:204)(cid:62)(cid:192)(cid:3)(cid:31)(cid:105)(cid:96)(cid:136)(cid:62)(cid:3)(cid:20)(cid:192)(cid:156)(cid:213)(cid:171)(cid:3)(cid:69)(cid:3)(cid:29)(cid:62)(cid:204)(cid:136)(cid:152)(cid:156)(cid:3)
Corporate Directors Association

Nicholas Bell
(cid:10)(cid:13)(cid:34)(cid:3)(cid:156)(cid:118)(cid:3)(cid:19)(cid:62)(cid:152)(cid:62)(cid:204)(cid:136)(cid:86)(cid:195)(cid:3)(cid:29)(cid:136)(cid:219)(cid:105)

David E. Glazek
Executive Chairman Turning Point Brands, Inc.
(cid:386)(cid:96)(cid:141)(cid:213)(cid:152)(cid:86)(cid:204)(cid:3)(cid:42)(cid:192)(cid:156)(cid:118)(cid:105)(cid:195)(cid:195)(cid:156)(cid:192)(cid:3)(cid:10)(cid:156)(cid:143)(cid:213)(cid:147)(cid:76)(cid:136)(cid:62)(cid:3)(cid:9)(cid:213)(cid:195)(cid:136)(cid:152)(cid:105)(cid:195)(cid:195)(cid:3)(cid:45)(cid:86)(cid:133)(cid:156)(cid:156)(cid:143)

Juliana F. Hill
(cid:19)(cid:156)(cid:192)(cid:147)(cid:105)(cid:192)(cid:3)(cid:45)(cid:105)(cid:152)(cid:136)(cid:156)(cid:192)(cid:3)(cid:54)(cid:136)(cid:86)(cid:105)(cid:3)(cid:42)(cid:192)(cid:105)(cid:195)(cid:136)(cid:96)(cid:105)(cid:152)(cid:204)(cid:3)(cid:156)(cid:118)(cid:3)(cid:29)(cid:136)(cid:181)(cid:213)(cid:136)(cid:96)(cid:136)(cid:204)(cid:222)
& Asset Management of iHeartMedia, Inc.

Thomas F. Lesinski
CEO of NCM, Inc.

Tiago Lourenço
Partner at Blantyre Capital

Jean-Philippe Maheu
Advisor & Member of the Board of Directors
for various growth stage companies

Joe Marchese
General Partner Human Ventures
& Casa Komos Brand Group

EXECUTIVE OFFICERS

Thomas F. Lesinski
(cid:10)(cid:133)(cid:136)(cid:105)(cid:118)(cid:3)(cid:13)(cid:221)(cid:105)(cid:86)(cid:213)(cid:204)(cid:136)(cid:219)(cid:105)(cid:3)(cid:34)(cid:118)(cid:119)(cid:86)(cid:105)(cid:192)

Ronnie Y. Ng
(cid:10)(cid:133)(cid:136)(cid:105)(cid:118)(cid:3)(cid:19)(cid:136)(cid:152)(cid:62)(cid:152)(cid:86)(cid:136)(cid:62)(cid:143)(cid:3)(cid:34)(cid:118)(cid:119)(cid:86)(cid:105)(cid:192)

Scott D. Felenstein
President – Sales, Marketing & Partnerships

Maria V. Woods
Executive Vice President, General Counsel
& Secretary