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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Regal Entertainment Grp. Class A (delisted) | NYSE:RGC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.99 | 0 | 01:00:00 |
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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02-0556934
(I. R. S. Employer
Identification Number)
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7132 Regal Lane
Knoxville, TN
(Address of Principal Executive Offices)
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37918
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $.001 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a
smaller reporting company)
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Smaller reporting company
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•
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First, we continued to improve customer amenities, primarily through the installation of luxury reclining seats. With respect to our luxury reclining seating initiative, as of December 31, 2016, we offered luxury reclining seating in 1,369 auditoriums at 113 theatre locations. We expect to install luxury reclining seating in approximately 40-45 locations during 2017 and expect to outfit approximately 45% of the total screens in our circuit by the end of 2019. The costs of these conversions in some cases are partially covered by contributions from our theatre landlords.
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•
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Second, to address consumer trends and customer preferences, we have continued to expand our menu of food and alcoholic beverage products to an increasing number of attendees. The enhancement of our food and alcoholic beverage offerings has had a positive effect on our operating results, and we expect to continue to invest in such offerings in our theatres. As of December 31, 2016, we offered an expanded menu of food in 216 locations (reaching approximately 53% of our fiscal 2016 attendees) and alcoholic beverages in 143 locations (reaching approximately 28% of our fiscal 2016 attendees), and we expect to offer an expanded menu of food in approximately 270 locations and alcoholic beverages in approximately 215 locations by the end of 2017.
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•
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Third, we continued to implement various customer engagement initiatives aimed at delivering a premium movie-going experience for our customers in order to better compete for patrons and build brand loyalty. For example, we maintain a frequent moviegoer loyalty program, named the Regal Crown Club®, to actively engage our core customers. During the first quarter of 2016, we completed the national rollout of the new Regal Crown Club®. Members of the enhanced program can earn unlimited credits and can redeem such credits for movie tickets, concession items and movie memorabilia at the theatre or in an online reward center where members can select the rewards of their choice. We believe these changes allow us to offer more relevant offers to our members and increase customer engagement in the program. As of December 31, 2016, we had approximately 11.8 million active members in the Regal Crown Club®, making it the largest loyalty program in our industry.
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•
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In addition, we continued to develop and enhance other customer engagement initiatives such as mobile ticketing applications, internet ticketing, social media and other marketing initiatives. For example, we have improved the customer experience of purchasing tickets by expanding our ability to sell tickets remotely via our mobile ticketing application and through our internet ticketing partners such as Fandango.com and Atom Tickets. Customers can choose their preferred ticketing option, which in many cases means they can pre-purchase tickets, scan their mobile device and proceed directly to their reserved seat without waiting in line. In addition to providing customers the ability to pre-purchase tickets, our mobile ticketing application provides customers the ability to find films, movie information, showtimes, track Regal Crown Club® credits and receive special offers from Regal. Finally, at nearly one third of our locations, our newest ticketing partner, Atom Tickets, provides our patrons the ability to bypass concession stand lines by pre-purchasing concession items via their mobile device. We believe these technologies provide a platform for delivering a quality customer experience and will drive incremental revenues and cash flows in a more cost-effective manner.
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•
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Finally, our IMAX® digital projection systems and our proprietary large screen format, RPX
SM
, offer our patrons all-digital, large format premium experiences and generate incremental revenue and cash flows for the Company. As of
December 31, 2016
, our IMAX® footprint consisted of 89 IMAX® screens, and we operated 93 RPX
SM
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State/District
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Locations
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Number of Screens
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California
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88
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1,063
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Florida
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48
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709
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New York
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45
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555
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Virginia
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30
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429
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Washington
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29
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347
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Texas
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26
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374
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Pennsylvania
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23
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311
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North Carolina
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22
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265
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Georgia
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21
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307
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Ohio
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19
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274
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Oregon
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19
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206
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South Carolina
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17
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230
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Maryland
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14
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196
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Colorado
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14
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174
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Tennessee
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13
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179
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Nevada
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11
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141
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Indiana
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11
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139
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New Jersey
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10
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142
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Massachusetts
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10
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118
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Illinois
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9
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129
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Missouri
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8
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114
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Hawaii
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7
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72
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Mississippi
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6
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46
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Idaho
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5
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73
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Kentucky
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5
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60
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New Mexico
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5
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60
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Alaska
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5
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52
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West Virginia
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4
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46
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Connecticut
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4
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43
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Louisiana
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4
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43
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Alabama
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3
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52
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Kansas
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3
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34
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Oklahoma
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3
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34
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New Hampshire
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3
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33
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Minnesota
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2
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36
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Delaware
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2
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33
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Michigan
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2
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26
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Arkansas
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2
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24
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Maine
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2
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20
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Nebraska
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1
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16
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Arizona
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1
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14
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District of Columbia
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1
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14
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Guam
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1
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14
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Montana
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1
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11
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Saipan
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1
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7
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American Samoa
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1
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2
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Total
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561
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7,267
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•
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ability to secure films with favorable licensing terms;
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•
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availability of customer amenities (including luxury reclining seating), location, reputation, stadium seating and seating capacity;
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•
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quality of projection and sound systems;
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•
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appeal of our concession products; and
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•
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ability and willingness to promote the films that are showing.
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Name
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Age
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Position
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Amy E. Miles
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50
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Chief Executive Officer and Chair of the Board of Directors
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Gregory W. Dunn
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57
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President and Chief Operating Officer
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Peter B. Brandow
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56
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Executive Vice President, General Counsel and Secretary
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David H. Ownby
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47
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Executive Vice President, Chief Financial Officer and Treasurer
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•
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the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;
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•
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the potential disruption of our ongoing business;
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•
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the diversion of management's attention and other resources;
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•
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the possible inability of management to maintain uniform standards, controls, procedures and policies;
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•
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the risks of entering markets in which we have little or no experience;
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•
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the potential impairment of relationships with employees and landlords;
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•
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the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and
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•
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the possibility that any acquired theatres or theatre circuit operators do not perform as expected.
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the difficulties and uncertainties associated with identifying investment and partnership opportunities that will successfully enhance and utilize our existing asset base in a manner that contributes to cost savings and revenue enhancement;
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•
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our inability to exercise complete voting control over the partnerships and joint ventures in which we participate; and
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•
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our partners may have economic or business interests or goals that are inconsistent with ours, exercise their rights in a way that prohibits us from acting in a manner which we would like or they may be unable or unwilling to fulfill their obligations under the joint venture or similar agreements.
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Fiscal 2016
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||||||
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High
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Low
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||||
First Quarter (January 1, 2016 - March 31, 2016)
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$
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21.82
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$
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16.50
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Second Quarter (April 1, 2016 - June 30, 2016)
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22.48
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19.35
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Third Quarter (July 1, 2016 - September 30, 2016)
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24.19
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21.13
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Fourth Quarter (October 1, 2016 - December 31, 2016)
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24.79
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20.29
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Fiscal 2015
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High
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Low
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||||
First Quarter (January 2, 2015 - March 31, 2015)
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$
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24.52
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$
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18.70
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Second Quarter (April 1, 2015 - June 30, 2015)
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23.67
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20.25
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Third Quarter (July 1, 2015 - September 30, 2015)
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21.98
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17.48
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Fourth Quarter (October 1, 2015 - December 31, 2015)
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20.25
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17.65
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Fiscal year
ended
December 31, 2016
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Fiscal year
ended December 31, 2015 |
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Fiscal year
ended January 1, 2015 (1) |
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Fiscal year
ended December 26, 2013 |
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Fiscal year
ended December 27, 2012 |
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(in millions, except per share data)
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Statement of Income Data:
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Total revenues
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$
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3,197.1
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$
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3,127.3
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$
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2,990.1
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$
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3,038.1
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$
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2,820.0
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Income from operations(5)
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339.4
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319.3
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306.4
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339.8
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330.0
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|||||
Net income attributable to controlling interest(4)(5)
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170.4
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153.4
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105.6
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157.7
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142.3
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|||||
Earnings per diluted share(4)(5)
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1.09
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0.98
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0.68
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1.01
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0.92
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Dividends per common share(2)(3)
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$
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0.88
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$
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0.88
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$
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1.88
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$
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0.84
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$
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1.84
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As of or for
the fiscal
year ended
December 31, 2016
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As of or for
the fiscal year ended December 31, 2015 |
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As of or for
the fiscal year ended January 1, 2015 (1) |
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As of or for
the fiscal year ended December 26, 2013 |
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As of or for
the fiscal year ended December 27, 2012 |
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(in millions, except operating data)
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Other financial data:
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||||||||||
Net cash provided by operating activities(4)
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$
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410.5
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$
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434.4
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$
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349.1
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$
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346.9
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$
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346.6
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Net cash used in investing activities(4)
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(223.6
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)
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(183.3
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)
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(150.4
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)
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(258.6
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)
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(183.4
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)
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Net cash provided by (used in) financing activities(2)(3)
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(160.0
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)
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(178.6
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)
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(332.5
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)
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83.1
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(306.7
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)
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|||||
Balance sheet data at period end:
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Cash and cash equivalents
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$
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246.5
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$
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219.6
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$
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147.1
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$
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280.9
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$
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109.5
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Total assets(6)
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2,645.7
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2,601.6
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2,511.5
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2,678.6
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2,202.1
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|||||
Total debt obligations(6)
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2,340.1
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2,342.4
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2,332.2
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2,284.6
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1,975.2
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Deficit
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(838.9
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)
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(877.6
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)
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(897.3
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)
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(715.3
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)
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(750.4
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)
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Operating data:
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||||||||||
Theatre locations
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561
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572
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574
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580
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540
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Screens
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7,267
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7,361
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7,367
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7,394
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6,880
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Average screens per location
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13.0
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12.9
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12.8
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12.7
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12.7
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|||||
Attendance (in millions)
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210.9
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216.7
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220.2
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228.6
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216.4
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Average ticket price
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$
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9.78
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$
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9.41
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$
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9.08
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$
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9.01
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$
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8.90
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Average concessions per patron
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$
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4.42
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$
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4.16
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$
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3.77
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$
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3.57
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$
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3.46
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(1)
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Fiscal year ended January 1, 2015 was comprised of 53 weeks.
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(2)
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Includes the December 15, 2014 payment of the $1.00 extraordinary cash dividend paid on each share of Class A and Class B common stock.
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(3)
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Includes the December 27, 2012 payment of the $1.00 extraordinary cash dividend paid on each share of Class A and Class B common stock.
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(4)
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During the quarter ended September 26, 2013, we redeemed 2.3 million of our National CineMedia common units for a like number of shares of NCM, Inc. common stock, which the Company sold in an underwritten public offering (including underwriter over-allotments) for $17.79 per share, reducing our investment in National CineMedia by approximately $10.0 million, the average carrying amount of the shares sold. The Company received approximately $40.9 million in proceeds, resulting in a gain on sale of approximately $30.9 million. We accounted for these transactions as a proportionate decrease in the Company's Initial Investment Tranche and Additional Investments Tranche and decreased our ownership share in National CineMedia. See Note 4 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.
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(5)
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During the years ended December 31, 2016, December 31, 2015, January 1, 2015, December 26, 2013, and December 27, 2012, we recorded impairment charges of $9.6 million, $15.6 million, $5.6 million, $9.5 million, and $11.1 million, respectively, specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. See Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information related to our impairment policies.
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(6)
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In April 2015, the FASB issued ASU 2015-03,
Interest—Imputation of Interest
, which intended to simplify the presentation of debt issuance costs. Prior to the issuance of ASU 2015-03, debt issuance costs were reported on the balance sheet as assets and amortized as interest expense. ASU 2015-03 requires that they be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. The costs will continue to be amortized to interest expense using the effective interest method. ASU 2015-03 is to be applied retrospectively and is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company adopted this guidance during the quarter ended March 31, 2016. Debt issuance costs associated with long-term debt, net of accumulated amortization, were
$25.8 million
,
$30.7
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•
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We have applied the principles of purchase accounting when recording theatre acquisitions. Under current purchase accounting principles, we are required to use the acquisition method of accounting to estimate the fair value of all assets and liabilities, including: (i) the acquired tangible and intangible assets, including property and equipment, (ii) the liabilities assumed at the date of acquisition (including contingencies), and (iii) the related deferred tax assets and liabilities. Because the estimates we make in purchase accounting can materially impact our future results of operations, for significant acquisitions, we have obtained assistance from third party valuation specialists in order to assist in our determination of fair value. The Company provides assumptions to the third party valuation firms based on information available to us at the acquisition date, including both quantitative and qualitative information about the specified assets or liabilities. The Company primarily utilizes the third parties to accumulate comparative data from multiple sources and assemble a report that summarizes the information obtained. The Company then uses the information to determine fair value. The third party valuation firms are supervised by Company personnel who are knowledgeable about valuations and fair value. The Company evaluates the appropriateness of the valuation methodology utilized by the third party valuation firms. The estimation of the fair value of the assets and liabilities involves a number of judgments and estimates that could differ materially from the actual amounts. Historically, the estimates made have not experienced significant changes and, as a result, we have not disclosed such changes.
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•
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FASB Accounting Standards Codification ("ASC") Subtopic 350-20,
Intangibles—Goodwill and Other—Goodwill
specifies that goodwill and indefinite-lived intangible assets will be subject to an annual impairment assessment. In assessing the recoverability of the goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods. Our annual goodwill impairment assessment for fiscal 2016 indicated that the carrying value of one of our reporting units exceeded its estimated fair value and as a result, we recorded a goodwill impairment charge of approximately $1.7 million. Based on our annual impairment assessment conducted during fiscal 2015 and fiscal 2014, we were not required to record a charge for goodwill impairment.
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•
|
We depreciate and amortize the components of our property and equipment relating to both owned and leased theatres on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets. Each owned theatre consists of a building structure, structural improvements, seating and concession and film display equipment. While we have assigned an estimated useful life of less than 30 years to certain acquired facilities, we estimate that our newly constructed buildings generally have an estimated useful life of 30 years. Certain of our buildings have been in existence for more than 40 years. With respect to equipment (e.g., concession stand, point-of-sale equipment, etc.), a substantial portion is depreciated over seven years or less, which has been our historical replacement period. Seats and digital projection equipment generally have longer useful economic lives, and their depreciable lives (10-17.5 years) are based on our experience and replacement practices. The estimates of the assets' useful lives require our judgment and our knowledge of the assets being depreciated and amortized. Further, we review the economic useful lives of such assets annually and make adjustments thereto as necessary. To the extent we determine that certain of our assets have become obsolete, we accelerate depreciation over the remaining useful lives of the assets. Actual economic lives may differ materially from these estimates.
|
•
|
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance if it is deemed more likely than not that our deferred income tax assets will not be realized. We reassess the need for such valuation allowance on an ongoing basis. An increase in the valuation allowance generally results in an increase in the provision for income taxes recorded in such period. A decrease in the valuation allowance generally results in a decrease to the provision for income taxes recorded in such period.
|
•
|
As noted in our significant accounting policies for "Revenue Recognition" under Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, the Company maintains a deferred revenue balance pertaining to cash received from the sale of bulk tickets and gift cards that have not been redeemed. The Company recognizes revenue associated with bulk tickets and gift cards when redeemed, or when the likelihood of redemption becomes remote. We recognize unredeemed gift cards and other advanced sale-type certificates as revenue (known as "breakage" in our industry) based on historical experience, when the likelihood of redemption is remote, and when there is no legal obligation to remit the unredeemed gift card and bulk ticket items to the relevant jurisdiction. The determination of the likelihood of redemption is based on an analysis of historical redemption trends and considers various factors including the period outstanding, the level and frequency of activity, and the period of inactivity.
|
•
|
We demonstrated our commitment to providing incremental value to our stockholders. During the
Fiscal 2016 Period
, we paid to our stockholders four quarterly cash dividends of $0.22 per share, or approximately
$138.9 million
in the aggregate.
|
•
|
We continued to actively manage our asset base during the
Fiscal 2016 Period
by opening two theatres with 19 screens, reopening five screens at an existing theatre and closing 13 theatres and 118 screens, ending the Fiscal
2016
Period with
561
theatres and
7,267
screens.
|
•
|
We continued to embrace innovative concepts that generate incremental revenue and cash flows for the Company and deliver a premium movie-going experience for our customers on several complementary fronts:
|
|
|
Fiscal 2016 Period
|
|
Fiscal 2015 Period
|
|
Fiscal 2014 Period
|
|||||||||||||||
|
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Admissions
|
|
$
|
2,061.7
|
|
|
64.5
|
%
|
|
$
|
2,038.2
|
|
|
65.2
|
%
|
|
$
|
1,998.9
|
|
|
66.9
|
%
|
Concessions
|
|
932.6
|
|
|
29.2
|
|
|
901.7
|
|
|
28.8
|
|
|
829.6
|
|
|
27.7
|
|
|||
Other operating revenues
|
|
202.8
|
|
|
6.3
|
|
|
187.4
|
|
|
6.0
|
|
|
161.6
|
|
|
5.4
|
|
|||
Total revenues
|
|
3,197.1
|
|
|
100.0
|
|
|
3,127.3
|
|
|
100.0
|
|
|
2,990.1
|
|
|
100.0
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Film rental and advertising costs(1)
|
|
1,107.3
|
|
|
53.7
|
|
|
1,093.1
|
|
|
53.6
|
|
|
1,047.1
|
|
|
52.4
|
|
|||
Cost of concessions(2)
|
|
119.5
|
|
|
12.8
|
|
|
114.4
|
|
|
12.7
|
|
|
111.1
|
|
|
13.4
|
|
|||
Rent expense(3)
|
|
427.6
|
|
|
13.4
|
|
|
421.5
|
|
|
13.5
|
|
|
423.4
|
|
|
14.2
|
|
|||
Other operating expenses(3)
|
|
883.2
|
|
|
27.6
|
|
|
863.7
|
|
|
27.6
|
|
|
813.2
|
|
|
27.2
|
|
|||
General and administrative expenses (including share-based compensation expense of $8.8 million, $8.3 million and $9.4 million for the Fiscal 2016 Period, the Fiscal 2015 Period and the Fiscal 2014 Period, respectively)(3)
|
|
84.6
|
|
|
2.6
|
|
|
78.8
|
|
|
2.5
|
|
|
74.4
|
|
|
2.5
|
|
|||
Depreciation and amortization(3)
|
|
230.7
|
|
|
7.2
|
|
|
216.8
|
|
|
6.9
|
|
|
207.2
|
|
|
6.9
|
|
|||
Net loss on disposal and impairment of operating assets and other(3)
|
|
4.8
|
|
|
0.2
|
|
|
19.7
|
|
|
0.6
|
|
|
7.3
|
|
|
0.2
|
|
|||
Total operating expenses(3)
|
|
2,857.7
|
|
|
89.4
|
|
|
2,808.0
|
|
|
89.8
|
|
|
2,683.7
|
|
|
89.8
|
|
|||
Income from operations(3)
|
|
339.4
|
|
|
10.6
|
|
|
319.3
|
|
|
10.2
|
|
|
306.4
|
|
|
10.2
|
|
|||
Interest expense, net(3)
|
|
128.1
|
|
|
4.0
|
|
|
129.6
|
|
|
4.1
|
|
|
126.5
|
|
|
4.2
|
|
|||
Loss on extinguishment of debt(3)
|
|
2.9
|
|
|
0.1
|
|
|
5.7
|
|
|
0.2
|
|
|
62.4
|
|
|
2.1
|
|
|||
Earnings recognized from NCM(3)
|
|
(29.4
|
)
|
|
0.9
|
|
|
(31.0
|
)
|
|
1.0
|
|
|
(32.1
|
)
|
|
1.1
|
|
|||
Provision for income taxes(3)
|
|
111.2
|
|
|
3.5
|
|
|
100.1
|
|
|
3.2
|
|
|
73.4
|
|
|
2.5
|
|
|||
Net income attributable to controlling interest(3)
|
|
$
|
170.4
|
|
|
5.3
|
|
|
$
|
153.4
|
|
|
4.9
|
|
|
$
|
105.6
|
|
|
3.5
|
|
Attendance
|
|
210.9
|
|
|
*
|
|
|
216.7
|
|
|
*
|
|
|
220.2
|
|
|
*
|
|
|||
Average ticket price(4)
|
|
$
|
9.78
|
|
|
*
|
|
|
$
|
9.41
|
|
|
*
|
|
|
$
|
9.08
|
|
|
*
|
|
Average concessions per patron(5)
|
|
$
|
4.42
|
|
|
*
|
|
|
$
|
4.16
|
|
|
*
|
|
|
$
|
3.77
|
|
|
*
|
|
*
|
Not meaningful
|
(1)
|
Percentage of revenues calculated as a percentage of admissions revenues.
|
(2)
|
Percentage of revenues calculated as a percentage of concessions revenues.
|
(3)
|
Percentage of revenues calculated as a percentage of total revenues.
|
(4)
|
Calculated as admissions revenues/attendance.
|
(5)
|
Calculated as concessions revenues/attendance.
|
|
Dec. 31, 2016 (1)
|
|
Sept. 30, 2016
|
|
June 30, 2016 (2)
|
|
March 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
June 30, 2015 (3)
|
|
March 31, 2015
|
||||||||||||||||
|
In millions (except per share data)
|
||||||||||||||||||||||||||||||
Total revenues
|
$
|
812.6
|
|
|
$
|
811.5
|
|
|
$
|
785.9
|
|
|
$
|
787.1
|
|
|
$
|
848.2
|
|
|
$
|
725.0
|
|
|
$
|
862.8
|
|
|
$
|
691.3
|
|
Income from operations(4)
|
95.0
|
|
|
87.2
|
|
|
76.6
|
|
|
80.6
|
|
|
101.9
|
|
|
51.9
|
|
|
115.1
|
|
|
50.4
|
|
||||||||
Net income attributable to controlling interest(4)
|
53.9
|
|
|
42.3
|
|
|
33.5
|
|
|
40.7
|
|
|
55.0
|
|
|
21.9
|
|
|
53.4
|
|
|
23.1
|
|
||||||||
Diluted earnings per share(4)
|
0.34
|
|
|
0.27
|
|
|
0.21
|
|
|
0.26
|
|
|
0.35
|
|
|
0.14
|
|
|
0.34
|
|
|
0.15
|
|
||||||||
Dividends per common share
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
(1)
|
As described further in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, on December 2, 2016, Regal Cinemas entered into a permitted secured refinancing agreement with REH, the guarantors party thereto, Credit Suisse AG and the lenders party thereto. The permitted secured refinancing agreement further amends the Amended Senior Credit Facility, which was amended by the June 2016 Refinancing Agreement described in (2) below. In connection with the execution of the permitted secured refinancing agreement, the Company recorded a loss on debt extinguishment of approximately $1.4 million during the quarter ended December 31, 2016.
|
(2)
|
As described further in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, on June 1, 2016, Regal Cinemas entered into a permitted secured refinancing agreement with REH, the guarantors party thereto, Credit Suisse AG and the lenders party thereto. In connection with the execution of the permitted secured refinancing agreement, the Company recorded a loss on debt extinguishment of approximately $1.5 million during the quarter ended June 30, 2016.
|
(3)
|
As described further in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, on April 2, 2015, Regal Cinemas entered into a seventh amended and restated credit agreement with Credit Suisse AG as Administrative Agent and the lenders party thereto which amended, restated and refinanced the sixth amended and restated credit agreement. As a result of the amendment, the Company recorded a loss on debt extinguishment of approximately $5.7 million during the quarter ended June 30, 2015.
|
(4)
|
During the eight quarters ended
December 31, 2016
, we recorded impairment charges of $3.2 million, $3.4 million, $0.8 million, $2.2 million, $4.5 million, $9.2 million, $1.9 million, $0.0 million, respectively, specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. See Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information related to our impairment policies.
|
|
|
Fiscal 2016 Period
|
|
Fiscal 2015 Period
|
|
Fiscal 2014 Period
|
||||||
Net income attributable to controlling interest
|
|
$
|
170.4
|
|
|
$
|
153.4
|
|
|
$
|
105.6
|
|
Interest expense, net
|
|
128.1
|
|
|
129.6
|
|
|
126.5
|
|
|||
Provision for income taxes
|
|
111.2
|
|
|
100.1
|
|
|
73.4
|
|
|||
Depreciation and amortization
|
|
230.7
|
|
|
216.8
|
|
|
207.2
|
|
|||
EBITDA
|
|
$
|
640.4
|
|
|
$
|
599.9
|
|
|
$
|
512.7
|
|
Interest expense, net
|
|
(128.1
|
)
|
|
(129.6
|
)
|
|
(126.5
|
)
|
|||
Provision for income taxes
|
|
(111.2
|
)
|
|
(100.1
|
)
|
|
(73.4
|
)
|
|||
Deferred income taxes
|
|
2.4
|
|
|
(10.9
|
)
|
|
6.6
|
|
|||
Changes in operating assets and liabilities
|
|
(67.4
|
)
|
|
35.5
|
|
|
(42.9
|
)
|
|||
Loss on extinguishment of debt
|
|
2.9
|
|
|
5.7
|
|
|
62.4
|
|
|||
Landlord contributions
|
|
75.3
|
|
|
32.2
|
|
|
8.8
|
|
|||
Other items, net
|
|
(3.8
|
)
|
|
1.7
|
|
|
1.4
|
|
|||
Net cash provided by operating activities
|
|
$
|
410.5
|
|
|
$
|
434.4
|
|
|
$
|
349.1
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
Current
|
|
13 - 36 months
|
|
37 - 60 months
|
|
After 60 months
|
||||||||||
Contractual Cash Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt obligations(1)
|
|
$
|
2,233.8
|
|
|
$
|
10.9
|
|
|
$
|
21.8
|
|
|
$
|
19.2
|
|
|
$
|
2,181.9
|
|
Future interest on debt obligations(2)
|
|
627.6
|
|
|
107.9
|
|
|
210.4
|
|
|
207.6
|
|
|
101.7
|
|
|||||
Capital lease obligations, including interest(3)
|
|
15.8
|
|
|
3.1
|
|
|
1.8
|
|
|
1.9
|
|
|
9.0
|
|
|||||
Lease financing arrangements, including interest(3)
|
|
143.6
|
|
|
21.8
|
|
|
42.0
|
|
|
24.9
|
|
|
54.9
|
|
|||||
Purchase obligations(4)
|
|
107.7
|
|
|
76.9
|
|
|
30.8
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(5)
|
|
2,911.6
|
|
|
426.9
|
|
|
772.5
|
|
|
584.2
|
|
|
1,128.0
|
|
|||||
FIN 48 liabilities(6)
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
6,040.4
|
|
|
$
|
647.8
|
|
|
$
|
1,079.3
|
|
|
$
|
837.8
|
|
|
$
|
3,475.5
|
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
|
Total Amounts Available
|
|
Current
|
|
13 - 36 months
|
|
37 - 60 months
|
|
After 60 months
|
||||||||||
Other Commercial Commitments(7)
|
|
$
|
85.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85.0
|
|
|
$
|
—
|
|
(1)
|
These amounts are included on our consolidated balance sheet as of
December 31, 2016
. Our Amended Senior Credit Facility provides for mandatory prepayments under certain scenarios. See Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information about our long-term debt obligations and related matters.
|
(2)
|
Future interest payments on the Company's unhedged debt obligations as of
December 31, 2016
(consisting of approximately
$756.1 million
of variable interest rate borrowings under the New Term Loans, $775.0 million outstanding under the 5
3
/
4
% Senior Notes Due 2022, $250.0 million outstanding under the 5
3
/
4
% Senior Notes Due 2025, $250.0 million outstanding under the 5
3
/
4
% Senior Notes Due 2023 and approximately
$4.1 million
of other debt obligations) are based on the stated fixed rate or in the case of the
$756.1 million
of variable interest rate borrowings under the New Term Loans, the current interest rate specified in our Amended Senior Credit Facility as of
December 31, 2016
(3.27%). Future interest payments on the Company's hedged indebtedness as of
December 31, 2016
(the remaining $200.0 million of borrowings under the New Term Loans) are based on (i) the applicable margin (as defined in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K) as of
December 31, 2016
(2.50%) and (ii) the expected fixed interest payments under the Company's interest rate swap agreement, which is described in further detail under Note 13 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
|
(3)
|
The present value of these obligations, excluding interest, is included on our consolidated balance sheet as of
December 31, 2016
. Future interest payments are calculated based on interest rates implicit in the underlying leases, which have a weighted average interest rate of 11.23%, maturing in various installments through 2028. Refer to Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information about our capital lease obligations and lease financing arrangements.
|
(4)
|
Includes estimated capital expenditures and investments to which we were contractually obligated as of
December 31, 2016
, including improvements associated with existing theatres (including luxury reclining seating), the construction of new theatres and investments in non-consolidated entities. Does not include non-committed capital expenditures.
|
(5)
|
We enter into operating leases in the ordinary course of business. Such lease agreements provide us with the option to renew the leases at defined or then fair value rental rates for various periods. Our future operating lease obligations would change if we exercised these renewal options or if we enter into additional operating lease agreements. Our operating lease obligations are further described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
|
(6)
|
The table does not include approximately $6.3 million of recorded liabilities associated with unrecognized state tax benefits because the timing of the related payments was not reasonably estimable as of
December 31, 2016
.
|
(7)
|
In addition, as of
December 31, 2016
, Regal Cinemas had approximately $82.3 million available for drawing under the $85.0 million Revolving Facility. Regal Cinemas also maintains a sublimit within the Revolving Facility of $10.0 million for short-term loans and $30.0 million for letters of credit.
|
/s/ AMY E. MILES
|
|
/s/ DAVID H. OWNBY
|
Amy E. Miles
|
|
David H. Ownby
|
Chief Executive Officer (Principal Executive Officer)
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
246.5
|
|
|
$
|
219.6
|
|
Trade and other receivables, net
|
|
155.1
|
|
|
149.6
|
|
||
Income tax receivable
|
|
—
|
|
|
3.5
|
|
||
Inventories
|
|
20.9
|
|
|
22.4
|
|
||
Prepaid expenses and other current assets
|
|
23.4
|
|
|
20.9
|
|
||
Assets held for sale
|
|
1.0
|
|
|
1.0
|
|
||
Deferred income tax asset
|
|
—
|
|
|
21.2
|
|
||
TOTAL CURRENT ASSETS
|
|
446.9
|
|
|
438.2
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
||||
Land
|
|
131.2
|
|
|
132.7
|
|
||
Buildings and leasehold improvements
|
|
2,319.7
|
|
|
2,196.4
|
|
||
Equipment
|
|
1,065.7
|
|
|
1,058.3
|
|
||
Construction in progress
|
|
20.2
|
|
|
18.2
|
|
||
Total property and equipment
|
|
3,536.8
|
|
|
3,405.6
|
|
||
Accumulated depreciation and amortization
|
|
(2,146.7
|
)
|
|
(2,001.4
|
)
|
||
TOTAL PROPERTY AND EQUIPMENT, NET
|
|
1,390.1
|
|
|
1,404.2
|
|
||
GOODWILL
|
|
327.0
|
|
|
328.7
|
|
||
INTANGIBLE ASSETS, NET
|
|
46.0
|
|
|
50.2
|
|
||
DEFERRED INCOME TAX ASSET
|
|
56.3
|
|
|
37.2
|
|
||
OTHER NON-CURRENT ASSETS
|
|
379.4
|
|
|
343.1
|
|
||
TOTAL ASSETS
|
|
$
|
2,645.7
|
|
|
$
|
2,601.6
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Current portion of debt obligations
|
|
$
|
25.5
|
|
|
$
|
27.4
|
|
Accounts payable
|
|
194.8
|
|
|
229.7
|
|
||
Accrued expenses
|
|
70.7
|
|
|
70.8
|
|
||
Deferred revenue
|
|
192.7
|
|
|
203.4
|
|
||
Income taxes payable
|
|
6.4
|
|
|
—
|
|
||
Interest payable
|
|
19.9
|
|
|
20.0
|
|
||
TOTAL CURRENT LIABILITIES
|
|
510.0
|
|
|
551.3
|
|
||
LONG-TERM DEBT, LESS CURRENT PORTION
|
|
2,197.1
|
|
|
2,197.6
|
|
||
LEASE FINANCING ARRANGEMENTS, LESS CURRENT PORTION
|
|
84.8
|
|
|
77.8
|
|
||
CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION
|
|
6.9
|
|
|
8.9
|
|
||
NON-CURRENT DEFERRED REVENUE
|
|
412.3
|
|
|
415.2
|
|
||
OTHER NON-CURRENT LIABILITIES
|
|
273.5
|
|
|
228.4
|
|
||
TOTAL LIABILITIES
|
|
3,484.6
|
|
|
3,479.2
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
||||
DEFICIT:
|
|
|
|
|
||||
Class A common stock, $0.001 par value; 500,000,000 shares authorized, 133,080,279 and 132,745,481 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
|
0.1
|
|
|
0.1
|
|
||
Class B common stock, $0.001 par value; 200,000,000 shares authorized, 23,708,639 shares issued and outstanding at December 31, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital (deficit)
|
|
(934.4
|
)
|
|
(940.0
|
)
|
||
Retained earnings
|
|
96.5
|
|
|
64.2
|
|
||
Accumulated other comprehensive loss, net
|
|
(1.3
|
)
|
|
(2.1
|
)
|
||
TOTAL STOCKHOLDERS' DEFICIT OF REGAL ENTERTAINMENT GROUP
|
|
(839.1
|
)
|
|
(877.8
|
)
|
||
Noncontrolling interest
|
|
0.2
|
|
|
0.2
|
|
||
TOTAL DEFICIT
|
|
(838.9
|
)
|
|
(877.6
|
)
|
||
TOTAL LIABILITIES AND DEFICIT
|
|
$
|
2,645.7
|
|
|
$
|
2,601.6
|
|
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Admissions
|
|
$
|
2,061.7
|
|
|
$
|
2,038.2
|
|
|
$
|
1,998.9
|
|
Concessions
|
|
932.6
|
|
|
901.7
|
|
|
829.6
|
|
|||
Other operating revenues
|
|
202.8
|
|
|
187.4
|
|
|
161.6
|
|
|||
TOTAL REVENUES
|
|
3,197.1
|
|
|
3,127.3
|
|
|
2,990.1
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Film rental and advertising costs
|
|
1,107.3
|
|
|
1,093.1
|
|
|
1,047.1
|
|
|||
Cost of concessions
|
|
119.5
|
|
|
114.4
|
|
|
111.1
|
|
|||
Rent expense
|
|
427.6
|
|
|
421.5
|
|
|
423.4
|
|
|||
Other operating expenses
|
|
883.2
|
|
|
863.7
|
|
|
813.2
|
|
|||
General and administrative expenses (including share-based compensation of $8.8, $8.3 and $9.4 for the years ended December 31, 2016, December 31, 2015 and January 1, 2015, respectively)
|
|
84.6
|
|
|
78.8
|
|
|
74.4
|
|
|||
Depreciation and amortization
|
|
230.7
|
|
|
216.8
|
|
|
207.2
|
|
|||
Net loss on disposal and impairment of operating assets and other
|
|
4.8
|
|
|
19.7
|
|
|
7.3
|
|
|||
TOTAL OPERATING EXPENSES
|
|
2,857.7
|
|
|
2,808.0
|
|
|
2,683.7
|
|
|||
INCOME FROM OPERATIONS
|
|
339.4
|
|
|
319.3
|
|
|
306.4
|
|
|||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
128.1
|
|
|
129.6
|
|
|
126.5
|
|
|||
Loss on extinguishment of debt
|
|
2.9
|
|
|
5.7
|
|
|
62.4
|
|
|||
Earnings recognized from NCM
|
|
(29.4
|
)
|
|
(31.0
|
)
|
|
(32.1
|
)
|
|||
Equity in income of non-consolidated entities and other, net
|
|
(43.9
|
)
|
|
(38.3
|
)
|
|
(29.0
|
)
|
|||
TOTAL OTHER EXPENSE, NET
|
|
57.7
|
|
|
66.0
|
|
|
127.8
|
|
|||
INCOME BEFORE INCOME TAXES
|
|
281.7
|
|
|
253.3
|
|
|
178.6
|
|
|||
PROVISION FOR INCOME TAXES
|
|
111.2
|
|
|
100.1
|
|
|
73.4
|
|
|||
NET INCOME
|
|
170.5
|
|
|
153.2
|
|
|
105.2
|
|
|||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST, NET OF TAX
|
|
(0.1
|
)
|
|
0.2
|
|
|
0.4
|
|
|||
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
|
|
$
|
170.4
|
|
|
$
|
153.4
|
|
|
$
|
105.6
|
|
EARNINGS PER SHARE OF CLASS A AND CLASS B COMMON STOCK (NOTE 12):
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.09
|
|
|
$
|
0.99
|
|
|
$
|
0.68
|
|
Diluted
|
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
0.68
|
|
AVERAGE SHARES OUTSTANDING (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
155,995
|
|
|
155,680
|
|
|
155,287
|
|
|||
Diluted
|
|
156,804
|
|
|
156,511
|
|
|
156,310
|
|
|||
DIVIDENDS DECLARED PER COMMON SHARE
|
|
$
|
0.88
|
|
|
$
|
0.88
|
|
|
$
|
1.88
|
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
NET INCOME
|
$
|
170.5
|
|
|
$
|
153.2
|
|
|
$
|
105.2
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
||||||
Change in fair value of interest rate swap transactions
|
(2.3
|
)
|
|
(4.3
|
)
|
|
(2.1
|
)
|
|||
Amounts reclassified to net income from interest rate swaps
|
3.6
|
|
|
4.5
|
|
|
3.2
|
|
|||
Change in fair value of available for sale securities
|
—
|
|
|
(0.2
|
)
|
|
1.1
|
|
|||
Reclassification adjustment for gain on sale of available for sale securities recognized in net income
|
(0.5
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||
Change in fair value of equity method investee interest rate swaps
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
0.8
|
|
|
(0.6
|
)
|
|
0.9
|
|
|||
TOTAL COMPREHENSIVE INCOME, NET OF TAX
|
171.3
|
|
|
152.6
|
|
|
106.1
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interest, net of tax
|
(0.1
|
)
|
|
0.2
|
|
|
0.4
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST, NET OF TAX
|
$
|
171.2
|
|
|
$
|
152.8
|
|
|
$
|
106.5
|
|
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
(Deficit)
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Stockholders'
Deficit of Regal
Entertainment
Group
|
|
Noncontrolling
Interest
|
|
Total
Deficit
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances, December 26, 2013
|
|
132.1
|
|
|
$
|
0.1
|
|
|
23.7
|
|
|
$
|
—
|
|
|
$
|
(782.9
|
)
|
|
$
|
71.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
(713.4
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(715.3
|
)
|
Net income attributable to controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105.6
|
|
|
—
|
|
|
105.6
|
|
|
—
|
|
|
105.6
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||||
Noncontrolling interest adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Tax benefits from exercise of stock options, vesting of restricted stock and other
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||||
Issuance of restricted stock
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Extraordinary cash dividend declared, $1.00 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156.2
|
)
|
|
—
|
|
|
—
|
|
|
(156.2
|
)
|
|
—
|
|
|
(156.2
|
)
|
||||||||
Cash dividends declared, $0.88 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
(129.0
|
)
|
|
—
|
|
|
(137.4
|
)
|
|
—
|
|
|
(137.4
|
)
|
||||||||
Balances, January 1, 2015
|
|
132.5
|
|
|
0.1
|
|
|
23.7
|
|
|
—
|
|
|
(941.8
|
)
|
|
48.4
|
|
|
(1.5
|
)
|
|
(894.8
|
)
|
|
(2.5
|
)
|
|
(897.3
|
)
|
||||||||
Net income attributable to controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153.4
|
|
|
—
|
|
|
153.4
|
|
|
—
|
|
|
153.4
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||||
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
2.9
|
|
|
(2.6
|
)
|
||||||||
Other noncontrolling interest adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
||||||||
Tax benefits from vesting of restricted stock and other
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Issuance of restricted stock
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared, $0.88 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(137.6
|
)
|
|
—
|
|
|
(137.7
|
)
|
|
—
|
|
|
(137.7
|
)
|
||||||||
Balances, December 31, 2015
|
|
132.7
|
|
|
0.1
|
|
|
23.7
|
|
|
—
|
|
|
(940.0
|
)
|
|
64.2
|
|
|
(2.1
|
)
|
|
(877.8
|
)
|
|
0.2
|
|
|
(877.6
|
)
|
||||||||
Net income attributable to controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170.4
|
|
|
—
|
|
|
170.4
|
|
|
—
|
|
|
170.4
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||||||
Tax benefits from vesting of restricted stock and other
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||||
Issuance of restricted stock
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared, $0.88 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.1
|
)
|
|
—
|
|
|
(138.1
|
)
|
|
—
|
|
|
(138.1
|
)
|
||||||||
Balances, December 31, 2016
|
|
133.1
|
|
|
$
|
0.1
|
|
|
23.7
|
|
|
$
|
—
|
|
|
$
|
(934.4
|
)
|
|
$
|
96.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
(839.1
|
)
|
|
$
|
0.2
|
|
|
$
|
(838.9
|
)
|
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
170.5
|
|
|
$
|
153.2
|
|
|
$
|
105.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
230.7
|
|
|
216.8
|
|
|
207.2
|
|
|||
Amortization of debt discount
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||
Amortization of debt acquisition costs
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|||
Share-based compensation expense
|
|
8.8
|
|
|
8.3
|
|
|
9.4
|
|
|||
Deferred income tax provision (benefit)
|
|
2.4
|
|
|
(10.9
|
)
|
|
6.6
|
|
|||
Net loss on disposal and impairment of operating assets
|
|
14.6
|
|
|
19.7
|
|
|
7.3
|
|
|||
Gain on lease termination
|
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in income of non-consolidated entities
|
|
(51.4
|
)
|
|
(44.6
|
)
|
|
(34.1
|
)
|
|||
Loss on extinguishment of debt
|
|
2.9
|
|
|
5.7
|
|
|
62.4
|
|
|||
Gain on sale of available for sale securities
|
|
(1.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||
Non-cash (gain) loss on interest rate swaps
|
|
(0.1
|
)
|
|
0.7
|
|
|
—
|
|
|||
Non-cash rent income
|
|
(6.3
|
)
|
|
(6.2
|
)
|
|
(4.0
|
)
|
|||
Cash distributions on investments in other non-consolidated entities
|
|
12.0
|
|
|
3.6
|
|
|
6.3
|
|
|||
Excess cash distribution on NCM shares
|
|
13.8
|
|
|
15.4
|
|
|
14.1
|
|
|||
Landlord contributions
|
|
75.3
|
|
|
32.2
|
|
|
8.8
|
|
|||
Proceeds from lease termination and other
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Trade and other receivables
|
|
—
|
|
|
(19.0
|
)
|
|
(4.2
|
)
|
|||
Inventories
|
|
1.5
|
|
|
(4.7
|
)
|
|
1.3
|
|
|||
Prepaid expenses and other assets
|
|
(2.5
|
)
|
|
1.5
|
|
|
(1.8
|
)
|
|||
Accounts payable
|
|
(38.3
|
)
|
|
63.1
|
|
|
(0.2
|
)
|
|||
Income taxes payable
|
|
6.7
|
|
|
0.2
|
|
|
0.3
|
|
|||
Deferred revenue
|
|
(23.6
|
)
|
|
3.6
|
|
|
(6.3
|
)
|
|||
Accrued expenses and other liabilities
|
|
(11.2
|
)
|
|
(9.2
|
)
|
|
(32.0
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
410.5
|
|
|
434.4
|
|
|
349.1
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(214.9
|
)
|
|
(185.7
|
)
|
|
(156.8
|
)
|
|||
Proceeds from disposition of assets
|
|
1.4
|
|
|
12.0
|
|
|
1.7
|
|
|||
Investment in non-consolidated entities
|
|
(13.7
|
)
|
|
(0.4
|
)
|
|
(4.0
|
)
|
|||
Cash used for acquisition
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|||
Proceeds from sale of available for sale securities
|
|
3.6
|
|
|
—
|
|
|
6.0
|
|
|||
Changes in other long-term assets
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(223.6
|
)
|
|
(183.3
|
)
|
|
(150.4
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash used to pay dividends
|
|
(138.9
|
)
|
|
(139.1
|
)
|
|
(294.8
|
)
|
|||
Payments on long-term obligations
|
|
(21.7
|
)
|
|
(23.3
|
)
|
|
(29.7
|
)
|
|||
Landlord contributions received from lease financing arrangements
|
|
6.0
|
|
|
3.9
|
|
|
—
|
|
|||
Proceeds from stock option exercises
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Cash paid for tax withholdings and other
|
|
(3.3
|
)
|
|
(4.4
|
)
|
|
(3.9
|
)
|
|||
Proceeds from Amended Senior Credit Facility
|
|
1,914.6
|
|
|
963.3
|
|
|
—
|
|
|||
Repayment of Amended Senior Credit Facility
|
|
(1,914.6
|
)
|
|
(963.2
|
)
|
|
—
|
|
|||
Proceeds from issuance of Regal 5
3
/
4
% Senior Notes Due 2022
|
|
—
|
|
|
—
|
|
|
775.0
|
|
|||
Cash used to repurchase 9
1
/
8
% Senior Notes
|
|
—
|
|
|
—
|
|
|
(336.3
|
)
|
|||
Cash used to repurchase 8
5
/
8
% Senior Notes
|
|
—
|
|
|
—
|
|
|
(428.0
|
)
|
|||
Payment of debt acquisition costs
|
|
(2.1
|
)
|
|
(13.2
|
)
|
|
(14.9
|
)
|
|||
Purchase of noncontrolling interest
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(160.0
|
)
|
|
(178.6
|
)
|
|
(332.5
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
26.9
|
|
|
72.5
|
|
|
(133.8
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
219.6
|
|
|
147.1
|
|
|
280.9
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
246.5
|
|
|
$
|
219.6
|
|
|
$
|
147.1
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
101.9
|
|
|
$
|
105.9
|
|
|
$
|
69.0
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
124.3
|
|
|
$
|
125.3
|
|
|
$
|
141.0
|
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Investment in NCM
|
|
$
|
9.9
|
|
|
$
|
9.0
|
|
|
$
|
5.9
|
|
Increase in property and equipment and other from lease financing arrangements
|
|
$
|
13.1
|
|
|
$
|
3.2
|
|
|
$
|
14.2
|
|
Buildings
|
|
20 - 30 years
|
Equipment
|
|
3 - 20 years
|
Leasehold improvements
|
|
Lesser of term of lease or asset life
|
Computer equipment and software
|
|
3 - 5 years
|
2017
|
$
|
3.8
|
|
2018
|
3.8
|
|
|
2019
|
3.7
|
|
|
2020
|
3.5
|
|
|
2021
|
3.3
|
|
Property and equipment
|
$
|
0.9
|
|
Goodwill
|
8.3
|
|
|
Total purchase price
|
$
|
9.2
|
|
|
|
As of the period ended
|
|
For the period ended
|
||||||||||||||||
|
|
Investment
in NCM
|
|
Deferred
Revenue
|
|
Cash
Received
|
|
Earnings
recognized
from NCM
|
|
Other
NCM
Revenues
|
||||||||||
Balance as of and for the period ended December 26, 2013
|
|
$
|
158.5
|
|
|
$
|
(432.2
|
)
|
|
$
|
93.5
|
|
|
$
|
(37.5
|
)
|
|
$
|
(19.9
|
)
|
Receipt of additional common units(1)
|
|
5.9
|
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Receipt of excess cash distributions(2)
|
|
(10.2
|
)
|
|
—
|
|
|
27.1
|
|
|
(16.9
|
)
|
|
—
|
|
|||||
Receipt under tax receivable agreement(2)
|
|
(3.9
|
)
|
|
—
|
|
|
12.0
|
|
|
(8.1
|
)
|
|
—
|
|
|||||
Revenues earned under ESA(3)
|
|
—
|
|
|
—
|
|
|
14.2
|
|
|
—
|
|
|
(14.2
|
)
|
|||||
Amortization of deferred revenue(4)
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|||||
Equity income attributable to additional common units(5)
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||||
Balance as of and for the period ended January 1, 2015
|
|
$
|
157.4
|
|
|
$
|
(428.5
|
)
|
|
$
|
53.3
|
|
|
$
|
(32.1
|
)
|
|
$
|
(23.8
|
)
|
Receipt of additional common units(1)
|
|
9.0
|
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Receipt of excess cash distributions(2)
|
|
(11.8
|
)
|
|
—
|
|
|
30.5
|
|
|
(18.7
|
)
|
|
—
|
|
|||||
Receipt under tax receivable agreement(2)
|
|
(3.5
|
)
|
|
—
|
|
|
9.5
|
|
|
(6.0
|
)
|
|
—
|
|
|||||
Revenues earned under ESA(3)
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
(16.7
|
)
|
|||||
Amortization of deferred revenue(4)
|
|
—
|
|
|
10.8
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Equity income attributable to additional common units(5)
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|||||
Balance as of and for the period ended December 31, 2015
|
|
$
|
157.4
|
|
|
$
|
(426.7
|
)
|
|
$
|
56.7
|
|
|
$
|
(31.0
|
)
|
|
$
|
(27.5
|
)
|
Receipt of additional common units(1)
|
|
9.9
|
|
|
(9.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Receipt of excess cash distributions(2)
|
|
(9.3
|
)
|
|
—
|
|
|
23.3
|
|
|
(14.0
|
)
|
|
—
|
|
|||||
Receipt under tax receivable agreement(2)
|
|
(4.5
|
)
|
|
—
|
|
|
11.4
|
|
|
(6.9
|
)
|
|
—
|
|
|||||
Revenues earned under ESA(3)
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
(16.7
|
)
|
|||||
Amortization of deferred revenue(4)
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|||||
Equity income attributable to additional common units(5)
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|||||
Balance as of and for the period ended December 31, 2016
|
|
$
|
162.0
|
|
|
$
|
(425.0
|
)
|
|
$
|
51.4
|
|
|
$
|
(29.4
|
)
|
|
$
|
(28.3
|
)
|
(1)
|
On March 17, 2016, March 17, 2015, and March 13, 2014, we received from National CineMedia approximately
0.7 million
,
0.6 million
and
0.4 million
, respectively, newly issued common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. The Company recorded the additional common units (Additional Investments Tranche) at fair value using the available closing stock prices of NCM, Inc. as of the dates on which the units were issued. As a result of these adjustments, the Company recorded increases to its investment in National CineMedia (along with corresponding increases to deferred revenue) of
$9.9 million
,
$9.0 million
and
$5.9 million
during the years ended December 31, 2016, December 31, 2015 and January 1, 2015, respectively. Such deferred revenue amounts are being amortized to advertising revenue over the remaining term of the ESA between RCI and National CineMedia following the units of revenue method as described in (4) below. As of December 31, 2016, we held approximately
27.1 million
common units of National CineMedia. On a fully diluted basis, we own a
19.7%
interest in NCM, Inc. as of
December 31, 2016
.
|
(2)
|
During the years ended December 31, 2016, December 31, 2015 and January 1, 2015, the Company received
$34.7 million
,
$40.0 million
,
$39.1 million
, respectively, in cash distributions from National CineMedia, exclusive of receipts for services performed under the ESA (including payments of
$11.4 million
,
$9.5 million
, and
$12.0 million
received under the tax receivable agreement). Approximately
$13.8 million
,
$15.3 million
and
$14.1 million
of these cash distributions received during the years ended December 31, 2016, December 31, 2015 and January 1, 2015, respectively, were attributable to the Additional Investments Tranche and were recognized as a reduction in our investment in National CineMedia. The remaining amounts were recognized in equity earnings during each of these periods and have been included as components of "Earnings recognized from NCM" in the accompanying consolidated financial statements.
|
(3)
|
The Company recorded other revenues, excluding the amortization of deferred revenue, of approximately
$16.7 million
,
$16.7 million
and
$14.2 million
for the years ended December 31, 2016, December 31, 2015 and January 1, 2015, respectively, pertaining to our agreements with National CineMedia, including per patron and per digital screen theatre access fees (net of payments
$12.2 million
,
$11.8 million
and
$14.0 million
for the years ended December 31, 2016, December 31, 2015 and January 1, 2015, respectively, for on-screen advertising time provided to our beverage concessionaire) and other NCM revenues. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements.
|
(4)
|
Amounts represent amortization of ESA modification fees received from NCM to advertising revenue utilizing the units of revenue amortization method. These advertising revenues are presented as a component of "Other operating revenues" in the Company's consolidated financial statements.
|
(5)
|
Amounts represent the Company's share in the net income of National CineMedia with respect to the Additional Investments Tranche. Such amounts have been included as a component of "Earnings recognized from NCM" in the consolidated financial statements.
|
|
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
|
Year Ended
December 26, 2013 |
||||||
Revenues
|
|
$
|
446.5
|
|
|
$
|
394.0
|
|
|
$
|
462.8
|
|
Income from operations
|
|
140.5
|
|
|
159.2
|
|
|
202.0
|
|
|||
Net income
|
|
87.5
|
|
|
96.3
|
|
|
162.9
|
|
|
|
December 31, 2015
|
|
January 1, 2015
|
||||
Current assets
|
|
$
|
159.5
|
|
|
$
|
134.9
|
|
Noncurrent assets
|
|
623.1
|
|
|
546.2
|
|
||
Total assets
|
|
782.6
|
|
|
681.1
|
|
||
Current liabilities
|
|
113.1
|
|
|
106.5
|
|
||
Noncurrent liabilities
|
|
936.0
|
|
|
892.0
|
|
||
Total liabilities
|
|
1,049.1
|
|
|
998.5
|
|
||
Members' deficit
|
|
(266.5
|
)
|
|
(317.4
|
)
|
||
Liabilities and members' deficit
|
|
782.6
|
|
|
681.1
|
|
Balance as of December 26, 2013
|
$
|
101.6
|
|
Equity contributions
|
3.6
|
|
|
Equity in earnings of DCIP(1)
|
28.6
|
|
|
Receipt of cash distributions(2)
|
(6.3
|
)
|
|
Change in fair value of equity method investee interest rate swap transactions
|
(1.2
|
)
|
|
Balance as of January 1, 2015
|
126.3
|
|
|
Equity contributions
|
0.4
|
|
|
Equity in earnings of DCIP(1)
|
37.0
|
|
|
Receipt of cash distributions(2)
|
(2.0
|
)
|
|
Change in fair value of equity method investee interest rate swap transactions
|
(1.0
|
)
|
|
Balance as of December 31, 2015
|
160.7
|
|
|
Equity contributions
|
0.5
|
|
|
Equity in earnings of DCIP(1)
|
41.6
|
|
|
Receipt of cash distributions(2)
|
(9.7
|
)
|
|
Change in fair value of equity method investee interest rate swap transactions
|
0.1
|
|
|
Balance as of December 31, 2016
|
$
|
193.2
|
|
(1)
|
Represents the Company's share of the net income of DCIP. Such amount is presented as a component of "Equity in income of non-consolidated entities and other, net" in the accompanying consolidated statements of income.
|
(2)
|
Represents cash distributions from DCIP as a return on its investment.
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
||||||
Net revenues
|
|
$
|
178.8
|
|
|
$
|
172.3
|
|
|
$
|
170.7
|
|
Income from operations
|
|
107.9
|
|
|
103.4
|
|
|
102.0
|
|
|||
Net income
|
|
89.2
|
|
|
79.3
|
|
|
61.3
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Current assets
|
|
$
|
45.1
|
|
|
$
|
48.8
|
|
Noncurrent assets
|
|
858.6
|
|
|
952.2
|
|
||
Total assets
|
|
903.7
|
|
|
1,001.0
|
|
||
Current liabilities
|
|
44.8
|
|
|
32.5
|
|
||
Noncurrent liabilities
|
|
461.5
|
|
|
638.9
|
|
||
Total liabilities
|
|
506.3
|
|
|
671.4
|
|
||
Members' equity
|
|
397.4
|
|
|
329.6
|
|
||
Liabilities and members' equity
|
|
903.7
|
|
|
1,001.0
|
|
Balance as of December 26, 2013
|
$
|
(7.1
|
)
|
Equity in loss attributable to Open Road Films(1)
|
(2.9
|
)
|
|
Balance as of January 1, 2015
|
(10.0
|
)
|
|
Equity in earnings attributable to Open Road Films(1)
|
—
|
|
|
Balance as of December 31, 2015
|
(10.0
|
)
|
|
Equity in earnings attributable to Open Road Films(1)
|
—
|
|
|
Equity contributions
|
8.3
|
|
|
Balance as of December 31, 2016
|
$
|
(1.7
|
)
|
(1)
|
Represents the Company’s recorded share of the net income (loss) of Open Road Films. Such amount is presented as a component of “Equity in income of non-consolidated entities and other, net” in the accompanying consolidated statements of income.
|
|
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
|
Year Ended
December 31, 2013 |
||||||
Revenues
|
|
$
|
119.2
|
|
|
$
|
175.4
|
|
|
$
|
140.4
|
|
Income (loss) from operations
|
|
(27.6
|
)
|
|
(13.3
|
)
|
|
12.3
|
|
|||
Net income (loss)
|
|
(29.8
|
)
|
|
(15.2
|
)
|
|
9.7
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Current assets
|
|
$
|
49.0
|
|
|
$
|
44.5
|
|
Noncurrent assets
|
|
52.3
|
|
|
12.3
|
|
||
Total assets
|
|
101.3
|
|
|
56.8
|
|
||
Current liabilities
|
|
65.1
|
|
|
41.1
|
|
||
Noncurrent liabilities
|
|
95.9
|
|
|
45.6
|
|
||
Total liabilities
|
|
161.0
|
|
|
86.7
|
|
||
Members' deficit
|
|
(59.7
|
)
|
|
(29.9
|
)
|
||
Liabilities and members' deficit
|
|
101.3
|
|
|
56.8
|
|
Balance as of December 26, 2013
|
$
|
6.7
|
|
Equity in earnings attributable to AC JV, LLC(1)
|
1.4
|
|
|
Balance as of January 1, 2015
|
8.1
|
|
|
Receipt of cash distributions(2)
|
(1.6
|
)
|
|
Equity in earnings attributable to AC JV, LLC(1)
|
1.0
|
|
|
Balance as of December 31, 2015
|
7.5
|
|
|
Receipt of cash distributions(2)
|
(1.6
|
)
|
|
Equity in earnings attributable to AC JV, LLC(1)
|
0.6
|
|
|
Balance as of December 31, 2016
|
$
|
6.5
|
|
(1)
|
Represents the Company’s recorded share of the net income of AC JV. Such amount is presented as a component of “Equity in income of non-consolidated entities and other, net” in the accompanying consolidated statements of income.
|
(2)
|
Represents cash distributions from AC JV as a return on its investment.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Regal Cinemas Amended Senior Credit Facility, net of debt discount
|
|
$
|
954.7
|
|
|
$
|
958.8
|
|
Regal 5
3
/
4
% Senior Notes Due 2022
|
|
775.0
|
|
|
775.0
|
|
||
Regal 5
3
/
4
% Senior Notes Due 2025
|
|
250.0
|
|
|
250.0
|
|
||
Regal 5
3
/
4
% Senior Notes Due 2023
|
|
250.0
|
|
|
250.0
|
|
||
Lease financing arrangements, weighted average interest rate of 11.23% as of December 31, 2016, maturing in various installments through November 2028
|
|
97.1
|
|
|
89.4
|
|
||
Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030
|
|
9.2
|
|
|
11.1
|
|
||
Other
|
|
4.1
|
|
|
8.1
|
|
||
Total debt obligations
|
|
2,340.1
|
|
|
2,342.4
|
|
||
Less current portion
|
|
25.5
|
|
|
27.4
|
|
||
Less debt issuance costs, net of accumulated amortization of $18.5 and $16.2, respectively (1)
|
|
25.8
|
|
|
30.7
|
|
||
Total debt obligations, less current portion and debt issuance costs
|
|
$
|
2,288.8
|
|
|
$
|
2,284.3
|
|
•
|
50%
of excess cash flow in any fiscal year (as reduced by voluntary repayments of the New Term Loans), with elimination based upon achievement and maintenance of a leverage ratio of
3.75
:1.00 or less;
|
•
|
100%
of the net cash proceeds of all asset sales or other dispositions of property by Regal Cinemas and its subsidiaries, subject to certain exceptions (including reinvestment rights); and
|
•
|
100%
of the net cash proceeds of issuances of funded debt of Regal Cinemas and its subsidiaries, subject to exceptions for most permitted debt issuances.
|
•
|
maximum adjusted leverage ratio, determined by the ratio of (i) the sum of funded debt (net of unencumbered cash) plus the product of
eight
(8) times lease expense to (ii) consolidated EBITDAR (as defined in the Amended Senior Credit Facility), of
6.0
to 1.0; and
|
•
|
maximum total leverage ratio, determined by the ratio of funded debt (net of unencumbered cash) to consolidated EBITDA, of
4.0
to 1.0.
|
|
|
Long-Term
Debt and Other
|
|
Capital
Leases
|
|
Lease Financing
Arrangements
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
2017
|
|
$
|
10.9
|
|
|
$
|
3.1
|
|
|
$
|
21.8
|
|
|
$
|
35.8
|
|
2018
|
|
10.9
|
|
|
0.9
|
|
|
21.9
|
|
|
33.7
|
|
||||
2019
|
|
10.9
|
|
|
0.9
|
|
|
20.1
|
|
|
31.9
|
|
||||
2020
|
|
9.6
|
|
|
0.9
|
|
|
14.4
|
|
|
24.9
|
|
||||
2021
|
|
9.6
|
|
|
1.0
|
|
|
10.5
|
|
|
21.1
|
|
||||
Thereafter
|
|
2,181.9
|
|
|
9.0
|
|
|
54.9
|
|
|
2,245.8
|
|
||||
Less: interest on capital leases and lease financing arrangements
|
|
—
|
|
|
(6.6
|
)
|
|
(46.5
|
)
|
|
(53.1
|
)
|
||||
Totals
|
|
$
|
2,233.8
|
|
|
$
|
9.2
|
|
|
$
|
97.1
|
|
|
$
|
2,340.1
|
|
2017
|
$
|
426.9
|
|
2018
|
409.4
|
|
|
2019
|
363.1
|
|
|
2020
|
311.8
|
|
|
2021
|
272.4
|
|
|
Thereafter
|
1,128.0
|
|
|
Total
|
$
|
2,911.6
|
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
89.2
|
|
|
$
|
91.1
|
|
|
$
|
53.8
|
|
Deferred
|
|
3.3
|
|
|
(8.1
|
)
|
|
4.4
|
|
|||
Total Federal
|
|
92.5
|
|
|
83.0
|
|
|
58.2
|
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
19.6
|
|
|
19.9
|
|
|
13.0
|
|
|||
Deferred
|
|
(0.9
|
)
|
|
(2.8
|
)
|
|
2.2
|
|
|||
Total State
|
|
18.7
|
|
|
17.1
|
|
|
15.2
|
|
|||
Total income tax provision
|
|
$
|
111.2
|
|
|
$
|
100.1
|
|
|
$
|
73.4
|
|
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Provision calculated at federal statutory income tax rate
|
|
$
|
98.6
|
|
|
$
|
88.7
|
|
|
$
|
62.5
|
|
State and local income taxes, net of federal benefit
|
|
12.2
|
|
|
11.1
|
|
|
9.7
|
|
|||
Other
|
|
0.4
|
|
|
0.3
|
|
|
1.2
|
|
|||
Total income tax provision
|
|
$
|
111.2
|
|
|
$
|
100.1
|
|
|
$
|
73.4
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforward
|
|
$
|
46.6
|
|
|
$
|
52.7
|
|
Excess of tax basis over book basis of fixed assets
|
|
55.2
|
|
|
36.8
|
|
||
Deferred revenue
|
|
176.5
|
|
|
176.9
|
|
||
Deferred rent
|
|
86.6
|
|
|
64.5
|
|
||
Other
|
|
14.3
|
|
|
16.0
|
|
||
Total deferred tax assets
|
|
379.2
|
|
|
346.9
|
|
||
Valuation allowance
|
|
(34.5
|
)
|
|
(34.9
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
344.7
|
|
|
312.0
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Excess of book basis over tax basis of intangible assets
|
|
(58.7
|
)
|
|
(42.5
|
)
|
||
Excess of book basis over tax basis of investments
|
|
(219.1
|
)
|
|
(201.4
|
)
|
||
Other
|
|
(10.6
|
)
|
|
(9.7
|
)
|
||
Total deferred tax liabilities
|
|
(288.4
|
)
|
|
(253.6
|
)
|
||
Net deferred tax asset
|
|
$
|
56.3
|
|
|
$
|
58.4
|
|
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
||||
Beginning balance
|
|
$
|
13.1
|
|
|
$
|
13.6
|
|
Decreases related to prior year tax positions
|
|
—
|
|
|
(0.5
|
)
|
||
Increases related to current year tax positions
|
|
0.4
|
|
|
0.2
|
|
||
Lapse of statute of limitations
|
|
(2.6
|
)
|
|
(0.2
|
)
|
||
Ending balance
|
|
$
|
10.9
|
|
|
$
|
13.1
|
|
•
|
500,000,000
shares of Class A common stock, par value
$0.001
per share;
|
•
|
200,000,000
shares of Class B common stock, par value
$0.001
per share; and
|
•
|
50,000,000
shares of preferred stock, par value
$0.001
per share.
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
|||
Unvested at beginning of year:
|
|
773,643
|
|
|
885,365
|
|
|
927,261
|
|
Granted during the year
|
|
261,119
|
|
|
228,116
|
|
|
227,447
|
|
Vested during the year
|
|
(520,258
|
)
|
|
(596,639
|
)
|
|
(576,921
|
)
|
Forfeited during the year
|
|
(11,028
|
)
|
|
(49,895
|
)
|
|
(23,172
|
)
|
Conversion of performance shares during the year
|
|
262,476
|
|
|
306,696
|
|
|
330,750
|
|
Unvested at end of year
|
|
765,952
|
|
|
773,643
|
|
|
885,365
|
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
|||
Unvested at beginning of year:
|
|
696,849
|
|
|
812,927
|
|
|
940,767
|
|
Granted (based on target) during the year
|
|
280,374
|
|
|
234,177
|
|
|
226,471
|
|
Cancelled/forfeited during the year
|
|
(16,038
|
)
|
|
(43,559
|
)
|
|
(23,561
|
)
|
Conversion to restricted shares during the year
|
|
(262,476
|
)
|
|
(306,696
|
)
|
|
(330,750
|
)
|
Unvested at end of year
|
|
698,709
|
|
|
696,849
|
|
|
812,927
|
|
|
|
Year Ended
December 31, 2016
|
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of earnings
|
|
$
|
144.5
|
|
|
$
|
25.9
|
|
|
$
|
130.0
|
|
|
$
|
23.4
|
|
|
$
|
89.5
|
|
|
$
|
16.1
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding (in thousands)
|
|
132,286
|
|
|
23,709
|
|
|
131,971
|
|
|
23,709
|
|
|
131,578
|
|
|
23,709
|
|
||||||
Basic earnings per share
|
|
$
|
1.09
|
|
|
$
|
1.09
|
|
|
$
|
0.99
|
|
|
$
|
0.99
|
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of earnings for basic computation
|
|
$
|
144.5
|
|
|
$
|
25.9
|
|
|
$
|
130.0
|
|
|
$
|
23.4
|
|
|
$
|
89.5
|
|
|
$
|
16.1
|
|
Reallocation of earnings as a result of conversion of Class B to Class A shares
|
|
25.9
|
|
|
—
|
|
|
23.4
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
||||||
Reallocation of earnings to Class B shares for effect of other dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Allocation of earnings
|
|
$
|
170.4
|
|
|
$
|
25.9
|
|
|
$
|
153.4
|
|
|
$
|
23.3
|
|
|
$
|
105.6
|
|
|
$
|
16.1
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Number of shares used in basic computation (in thousands)
|
|
132,286
|
|
|
23,709
|
|
|
131,971
|
|
|
23,709
|
|
|
131,578
|
|
|
23,709
|
|
||||||
Weighted average effect of dilutive securities (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Conversion of Class B to Class A common shares outstanding
|
|
23,709
|
|
|
—
|
|
|
23,709
|
|
|
—
|
|
|
23,709
|
|
|
—
|
|
||||||
Restricted stock and performance shares
|
|
809
|
|
|
—
|
|
|
831
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
||||||
Number of shares used in per share computations (in thousands)
|
|
156,804
|
|
|
23,709
|
|
|
156,511
|
|
|
23,709
|
|
|
156,310
|
|
|
23,709
|
|
||||||
Diluted earnings per share
|
|
$
|
1.09
|
|
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
0.98
|
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
Nominal Amount
|
|
Effective Date
|
|
Fixed Rate
|
|
Receive Rate
|
|
Expiration Date
|
Designated as Cash Flow Hedge
|
Gross Fair Value at December 31, 2016
|
Balance Sheet Location
|
$150.0 million
|
|
April 2, 2015
|
|
1.220%
|
|
1-month LIBOR*
|
|
December 31, 2016
|
Yes
|
$—
|
See Note 14
|
$200.0 million
|
|
June 30, 2015
|
|
2.165%
|
|
1-month LIBOR*
|
|
June 30, 2018
|
Yes
|
$(3.0) million
|
See Note 14
|
|
|
After-tax Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion)
|
||||||||||
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
(2.3
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(2.1
|
)
|
|
|
Pre-tax Amounts Reclassified from Accumulated Other Comprehensive Loss into Interest Expense, net
|
||||||||||
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Interest rate swaps(1)
|
|
$
|
6.0
|
|
|
$
|
7.4
|
|
|
$
|
5.2
|
|
(1)
|
We estimate that
$0.9 million
of deferred pre-tax losses attributable to these interest rate swaps will be reclassified into earnings as interest expense during the next 12 months as the underlying hedged transactions occur.
|
|
Interest Rate Swaps
|
||||||||||
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Accumulated other comprehensive loss, net, beginning of period
|
$
|
(2.7
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(4.0
|
)
|
Change in fair value of interest rate swap transactions (effective portion), net of taxes of $1.5, $2.8, and $1.3, respectively
|
(2.3
|
)
|
|
(4.3
|
)
|
|
(2.1
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss to interest expense, net of taxes of $2.4, $2.9 and $2.0, respectively
|
3.6
|
|
|
4.5
|
|
|
3.2
|
|
|||
Accumulated other comprehensive loss, net, end of period
|
$
|
(1.4
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(2.9
|
)
|
|
Pre-tax Gain (Loss) Recognized in Interest Expense, net
|
||||||||||
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
January 1, 2015 |
||||||
Derivatives designated as cash flow hedges (ineffective portion):
|
|
|
|
|
|
||||||
Interest rate swaps(1)
|
$
|
2.5
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Derivatives
not
designated as cash flow hedges:
|
|
|
|
|
|
||||||
Interest rate swaps (2)
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
(1)
|
Amounts represent the ineffective portion of the change in fair value of the hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements. On December 31, 2016,
one
of these interest rate swap agreements designated to hedge
$150.0 million
of variable rate debt obligations expired.
|
(2)
|
Amounts represent the change in fair value of the former hedging derivatives and are recorded as a reduction of interest expense in the consolidated financial statements from the de-designation date of April 2, 2015. On June 30, 2015,
one
of these interest rate swap agreements designated to hedge
$200.0 million
of variable rate debt obligations expired. The remaining interest rate swap agreement designated to hedge
$100.0 million
of variable rate debt obligations expired on December 31, 2015.
|
|
|
Total Carrying
Value at
December 31, 2016
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Balance Sheet Location
|
Quoted prices in
active market (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||||
|
|
|
|
(in millions)
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap designated as cash flow hedge (2)
|
Accrued Expenses
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
Interest rate swap designated as cash flow hedge (2)
|
Other Non-Current Liabilities
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
|
Total Carrying
Value at December 31, 2015 |
|
Fair Value Measurements at December 31, 2015
|
||||||||||||
|
Balance Sheet Location
|
Quoted prices in
active market (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||||
|
|
|
|
(in millions)
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities, available for sale(1)
|
Other Non-Current Assets
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets at fair value
|
|
$
|
3.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap designated as cash flow hedge (2)
|
Accrued Expenses
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
Interest rate swap designated as cash flow hedge (2)
|
Other Non-Current Liabilities
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
(1)
|
As of December 31, 2015, the Company held
322,780
common shares (accounted for as available for sale securities) of RealD, Inc., as described further in Note 4—"Investments." The fair value of the RealD, Inc. shares was determined using RealD, Inc.’s publicly traded common stock price (Level 1 of the valuation hierarchy) of
$10.55
per share as of December 31, 2015. On February 24, 2016, RealD, Inc. stockholders approved an all-cash merger whereby Rizvi Traverse Management, LLC acquired RealD, Inc. for
$11.00
per share. Under the terms of the merger agreement, RealD, Inc. shareholders received
$11.00
in cash for each share of RealD, Inc.’s common stock. On March 24, 2016, the Company received approximately
$3.6 million
in cash consideration for its remaining
322,780
RealD, Inc. common shares. As a result of the transaction, the Company recorded a gain of approximately
$1.0 million
during the quarter ended March 31, 2016.
|
(2)
|
The fair value of the Company’s interest rate swaps described in Note 13—"Derivative Instruments" is based on Level 2 inputs, which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreements taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparties to the Company’s interest rate swaps are major financial institutions. The Company evaluates the bond ratings of the financial institutions and believes that credit risk is at an acceptably low level.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
(in millions)
|
||||||
Carrying value
|
|
$
|
2,229.7
|
|
|
$
|
2,233.8
|
|
Fair value
|
|
$
|
2,287.1
|
|
|
$
|
2,226.6
|
|
|
Interest rate swaps
|
|
Available for sale securities
|
|
Equity method investee interest rate swaps
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
(2.7
|
)
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(2.1
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate swap transactions
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
||||
Amounts reclassified to net income from interest rate swaps
|
3.6
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
||||
Reclassification adjustment for gain on sale of available for sale securities recognized in net income
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
1.3
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.8
|
|
||||
Balance as of December 31, 2016
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(1.3
|
)
|
|
Interest rate swaps
|
|
Available for sale securities
|
|
Equity method investee interest rate swaps
|
|
Total
|
||||||||
Balance as of January 1, 2015
|
$
|
(2.9
|
)
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
(1.5
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate swap transactions
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||
Amounts reclassified to net income from interest rate swaps
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||
Change in fair value of available for sale securities
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
Change in fair value of equity method investee interest rate swaps
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
0.2
|
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Balance as of December 31, 2015
|
$
|
(2.7
|
)
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(2.1
|
)
|
(a)
|
The following documents are filed as a part of this report on Form 10-K:
|
(1)
|
Consolidated financial statements of Regal Entertainment Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Exhibits: A list of exhibits required to be filed as part of this report on Form 10-K is set forth in the Exhibit Index, which follows the signature pages of this Form 10-K.
|
(3)
|
Financial Statement Schedules: The audited financial statements of National CineMedia (the "National CineMedia Financial Statements") were not available as of the date of this annual report on Form 10-K. In accordance with Rule 3-09(b)(1) of Regulation S-X, our Form 10-K will be amended to include the National CineMedia Financial Statements within 90 days after the end of the Company's fiscal year.
|
|
|
REGAL ENTERTAINMENT GROUP
|
||
February 27, 2017
|
|
By:
|
|
/s/ AMY E. MILES
|
|
|
|
|
Amy E. Miles
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ AMY E. MILES
|
|
Chief Executive Officer (Principal Executive Officer) and Chair of the Board of Directors
|
|
February 27, 2017
|
Amy E. Miles
|
|
|
|
|
|
|
|
|
|
/s/ DAVID H. OWNBY
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 27, 2017
|
David H. Ownby
|
|
|
|
|
|
|
|
|
|
/s/ THOMAS D. BELL, JR.
|
|
Director
|
|
February 27, 2017
|
Thomas D. Bell, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES E. BRYMER
|
|
Director
|
|
February 27, 2017
|
Charles E. Brymer
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL L. CAMPBELL
|
|
Director
|
|
February 27, 2017
|
Michael L. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN A. KAPLAN
|
|
Director
|
|
February 27, 2017
|
Stephen A. Kaplan
|
|
|
|
|
|
|
|
|
|
/s/ DAVID KEYTE
|
|
Director
|
|
February 27, 2017
|
David Keyte
|
|
|
|
|
|
|
|
|
|
/s/ LEE M. THOMAS
|
|
Director
|
|
February 27, 2017
|
Lee M. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ JACK TYRRELL
|
|
Director
|
|
February 27, 2017
|
Jack Tyrrell
|
|
|
|
|
|
|
|
|
|
/s/ ALEX YEMENIDJIAN
|
|
Director
|
|
February 27, 2017
|
Alex Yemenidjian
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2002 (Commission File No. 001-31315), and incorporated herein by reference)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2003 (Commission File No. 001-31315), and incorporated herein by reference)
|
|
|
|
4.1
|
|
Specimen Class A Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 2 to our Registration Statement on Form S-1 (Commission File No. 333-84096) on May 6, 2002, and incorporated herein by reference)
|
|
|
|
4.2
|
|
Specimen Class B Common Stock Certificate (filed as Exhibit 4.2 to Amendment No. 2 to our Registration Statement on Form S-1 (Commission File No. 333-84096) on May 6, 2002, and incorporated herein by reference)
|
|
|
|
4.3
|
|
Second Amended and Restated Guaranty and Collateral Agreement, dated as of May 19, 2010, among Regal Cinemas Corporation, certain subsidiaries of Regal Cinemas Corporation party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (filed as Exhibit 4.2 to our Current Report on Form 8-K (Commission File No. 001-31315) on May 20, 2010, and incorporated herein by reference)
|
|
|
|
4.3.1
|
|
Seventh Amended and Restated Credit Agreement, dated April 2, 2015 among Regal Cinemas Corporation, Credit Suisse AG, as Administrative Agent and the lenders (filed as Exhibit 4.1 to our current report on Form 8-K (Commission File No. 001-31315) on April 7, 2015 and incorporated herein by reference)
|
|
|
|
4.3.2
|
|
Permitted Secured Refinancing Agreement, dated June 1, 2016, by and among Regal Cinemas Corporation, Regal Entertainment Holdings, Inc., the guarantors party thereto, Credit Suisse AG and the lenders party thereto (filed as Exhibit 4.1 to our current report on Form 8-K (Commission File No. 001-31315) on June 3, 2016 and incorporated herein by reference).
|
|
|
|
4.3.3
|
|
Permitted Secured Refinancing Agreement, dated December 2, 2016, by and among Regal Cinemas Corporation, Regal Entertainment Holdings, Inc., the guarantors party thereto, Credit Suisse AG and the lenders party thereto (filed as Exhibit 4.1 to our current report on Form 8-K (Commission File No. 001-31315) on December 6, 2016 and incorporated herein by reference)
|
|
|
|
4.4
|
|
Indenture, dated January 17, 2013, between Regal Entertainment Group and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K (Commission File No. 001-31315) on January 17, 2013 and incorporated herein by reference)
|
|
|
|
4.4.1
|
|
First Supplemental Indenture, dated January 17, 2013, between Regal Entertainment Group and Wilmington Trust, National Association, as Trustee, including the form of 5.750% Senior Note due 2025 (attached as Exhibit A to the Indenture) (filed as Exhibit 4.2 to our Current Report on Form 8-K (Commission File No. 001-31315) on January 17, 2013 and incorporated herein by reference)
|
|
|
|
4.4.2
|
|
Second Supplemental Indenture, dated June 13, 2013, by and between Regal Entertainment Group and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K (Commission File No. 001-31315) on June 13, 2013 and incorporated herein by reference)
|
|
|
|
4.4.3
|
|
Third Supplemental Indenture, dated March 11, 2014, by and between Regal Entertainment Group and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K (Commission File No. 001-31315) on March 11, 2014 and incorporated herein by reference)
|
|
|
|
10.1
|
|
Regal Entertainment Group Amended and Restated Stockholders' Agreement (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 26, 2002 (Commission File No. 001-31315), and incorporated herein by reference)
|
|
|
|
10.2
|
|
Lease Agreement, dated as of October 1, 1988, between United Artists Properties I Corp. and United Artists Theatre Circuit, Inc. (filed as Exhibit 10.1 to United Artists Theatre Circuit, Inc.'s Registration Statement on Form S-1 (Commission File No. 33-49598) on October 5, 1992, and incorporated herein by reference)
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10.3
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Contribution and Unit Holders Agreement, dated as of March 29, 2005, among Regal CineMedia Corporation, National Cinema Network, Inc. and National CineMedia, LLC (filed as Exhibit 10.1 to AMC Entertainment Inc.'s Current Report on Form 8-K (Commission File No. 001-08747) on April 4, 2005, and incorporated herein by reference)
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Exhibit
Number
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Description
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer of Regal
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|
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32
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Section 1350 Certifications
|
|
|
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101
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Financial statements from the annual report on Form 10-K of Regal Entertainment Group for the fiscal year ended December 31, 2016, filed on February 27, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Deficit (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements tagged as detailed text
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*
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Identifies each management contract or compensatory plan or arrangement.
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†
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Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. Omitted portions have been filed separately with the Commission.
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