##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2008
 Commission File Number 001-33401
 CINEMARK HOLDINGS, INC.
  Delaware
    
    20-5490327(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)3900 Dallas ParkwaySuite 500Plano, Texas
    
    75093(Address of principal executive offices)
    
    (Zip Code)
   None
  None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



Table of Contents
 PageCautionary Statement Regarding Forward-Looking Statements
    
    
    1PART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    12Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19PART IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters
    
    
    20Item 6. Selected Financial Data
    
    
    23Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    45Item 8. Financial Statements and Supplementary Data
    
    
    46Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    46Item 9A. Controls and Procedures
    
    
    47PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    49Item 11. Executive Compensation
    
    
    49Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    49Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    49Item 14. Principal Accounting Fees and Services
    
    
    49PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    49SIGNATURESEX-10.1(C)EX-10.5(Q)EX-10.5(R)EX-10.5(S)EX-12EX-21EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32.1EX-32.2




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Cautionary Statement Regarding Forward-Looking Statements
  
    
    future revenues, expenses and profitability;
    
    the future development and expected growth of our business;
    
    projected capital expenditures;
    
    attendance at movies generally or in any of the markets in which we operate;
    
    the number or diversity of popular movies released and our ability to successfully
license and exhibit popular films;
    
    national and international growth in our industry;
    
    competition from other exhibitors and alternative forms of entertainment; and
    
    determinations in lawsuits in which we are defendants.
  Certain Definitions
  1




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PART I
 
 Item 1. Business
 Our Company
   Disclosures about Segments of an Enterprise and Related Information.
 www.cinemark.com.
 Description of Business
    2




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Motion Picture Industry Overview
 Domestic Markets
 The Dark Knight Harry Potter
and the Half Blood Prince, Transformers: Revenge of the Fallen, Angels & Demons, X-Men Origins:
Wolverine, Night at the Museum II: Escape from the Smithsonian, Watchmen Monsters vs. Aliens, Ice Age: Dawn of the Dinosaurs,
Avatar, A Christmas Carol, , Up.
  U.S. BoxOffice Revenues
    
    Attendance
    
    Average TicketYear
    
    ($ in millions)
    
    (in millions)
    
    Price1997
    
    $
    6,216
    
    
    
    1,354
    
    
    $
    4.591998
    
    $
    6,760
    
    
    
    1,438
    
    
    $
    4.691999
    
    $
    7,314
    
    
    
    1,440
    
    
    $
    5.082000
    
    $
    7,468
    
    
    
    1,383
    
    
    $
    5.392001
    
    $
    8,125
    
    
    
    1,438
    
    
    $
    5.662002
    
    $
    9,272
    
    
    
    1,599
    
    
    $
    5.812003
    
    $
    9,165
    
    
    
    1,521
    
    
    $
    6.032004
    
    $
    9,215
    
    
    
    1,484
    
    
    $
    6.212005
    
    $
    8,832
    
    
    
    1,376
    
    
    $
    6.412006
    
    $
    9,138
    
    
    
    1,395
    
    
    $
    6.552007
    
    $
    9,629
    
    
    
    1,400
    
    
    $
    6.88
 International Markets
    Drivers of Continued Industry Success
  3




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Importance of Theatrical Success in Establishing Movie Brands and Subsequent Markets.
 Increased Importance of International Markets for Box Office Success .
 Stable
Long-Term Attendance Trends.
 Convenient and Affordable Form of Out-Of-Home Entertainment.
 Innovation
with Digital Technology.
 Competitive Strengths
  Disciplined Operating Philosophy.
 Leading Position in Our U.S. Markets.
 Strategically Located in Heavily Populated Latin American Markets.
 State-of-the-Art Theatre Circuit.
 4




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Solid Balance Sheet with Significant Cash Flow from Operating Activities.
 Experienced Management.
 Our Strategy
  Establish and Maintain Leading Market Positions.
 Continue to Focus on Operational Excellence.
 Selectively Build in Profitable, Strategic Latin American Markets.
 Dividend Policy
  Amount perDate
    
    Date of
    
    Date
    
    Common
    
    TotalDeclared
    
    Record
    
    Paid
    
    Share(1)
    
    Dividends08/13/07
    
    
    09/04/07
    
    
    
    09/18/07
    
    
    $
    0.13
    
    
    $13.9 million11/12/07
    
    
    12/03/07
    
    
    
    12/18/07
    
    
    $
    0.18
    
    
    $19.2 million02/26/08
    
    
    03/06/08
    
    
    
    03/14/08
    
    
    $
    0.18
    
    
    $19.3 million05/09/08
    
    
    05/30/08
    
    
    
    06/12/08
    
    
    $
    0.18
    
    
    $19.3 million08/07/08
    
    
    08/25/08
    
    
    
    09/12/08
    
    
    $
    0.18
    
    
    $19.3 million11/06/08
    
    
    11/26/08
    
    
    
    12/11/08
    
    
    $
    0.18
    
    
    $19.6 million
 
 (1)
    
    The dividend paid on September 18, 2007 was based
on a quarterly dividend rate of $0.18 per common share,
prorated based on the April 24, 2007 closing date of our
initial public offering.  5




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Theatre Operations
  United States Theatres
 Total
    
    TotalState
    
    Theatres
    
    ScreensTexas
    
    
    79
    
    
    
    1,024California
    
    
    64
    
    
    
    760Ohio
    
    
    20
    
    
    
    223Utah
    
    
    13
    
    
    
    169Nevada
    
    
    10
    
    
    
    154Illinois
    
    
    9
    
    
    
    122Colorado
    
    
    8
    
    
    
    127Kentucky
    
    
    8
    
    
    
    95Arizona
    
    
    7
    
    
    
    106Oregon
    
    
    7
    
    
    
    102Oklahoma
    
    
    6
    
    
    
    67Indiana
    
    
    6
    
    
    
    58Louisiana
    
    
    5
    
    
    
    74Pennsylvania
    
    
    5
    
    
    
    73New Mexico
    
    
    4
    
    
    
    54Virginia
    
    
    4
    
    
    
    52North Carolina
    
    
    4
    
    
    
    41Iowa
    
    
    4
    
    
    
    39Mississippi
    
    
    3
    
    
    
    41Arkansas
    
    
    3
    
    
    
    30Florida
    
    
    2
    
    
    
    40Washington
    
    
    2
    
    
    
    30Georgia
    
    
    2
    
    
    
    27New York
    
    
    2
    
    
    
    27South Carolina
    
    
    2
    
    
    
    22Kansas
    
    
    1
    
    
    
    20Michigan
    
    
    1
    
    
    
    16Alaska
    
    
    1
    
    
    
    16New Jersey
    
    
    1
    
    
    
    16Missouri
    
    
    1
    
    
    
    15South Dakota
    
    
    1
    
    
    
    14Tennessee
    
    
    1
    
    
    
    14Wisconsin
    
    
    1
    
    
    
    14Massachusetts
    
    
    1
    
    
    
    12Delaware
    
    
    1
    
    
    
    10West Virginia
    
    
    1
    
    
    
    10Minnesota
    
    
    1
    
    
    
    8Montana
    
    
    1
    
    
    
    8Total United States
    
    
    292
    
    
    
    3,730Canada
    
    
    1
    
    
    
    12Total
    
    
    293
    
    
    
    3,742
 6




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International Theatres
 Total
    
    TotalCountry
    
    Theatres
    
    ScreensBrazil
    
    
    44
    
    
    
    368Mexico
    
    
    31
    
    
    
    300Chile
    
    
    12
    
    
    
    91Central America(1)
    
    
    12
    
    
    
    79Colombia
    
    
    10
    
    
    
    60Argentina
    
    
    9
    
    
    
    74Peru
    
    
    5
    
    
    
    43Ecuador
    
    
    4
    
    
    
    26Total
    
    
    127
    
    
    
    1,041
 
 (1)
    
    Includes Honduras, El Salvador, Nicaragua, Costa Rica and Panama.   Film Licensing
    7




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Slumdog Millionaire Doubt
 Concessions
  
    
    Optimization of product mix.We offer concession products that primarily include
various sizes of popcorn, soft drinks and candy. Different varieties and flavors of candy
and soft drinks are offered at theatres based on preferences in that particular geographic
region. Our point of sale system allows us to monitor product sales and make changes to
product mix as necessary. Specially priced combos and promotions are launched on a regular
basis to increase average concession purchases as well as to attract new buyers.
    
    Staff training.Employees are continually trained in suggestive-selling and
upselling techniques. Consumer promotions conducted at
the concession stand usually
include a motivational element that rewards theatre staff for exceptional combo sales
during the period.
    
    Theatre design.Our theatres are designed to optimize efficiencies at the concession
stands, which include multiple service stations to facilitate serving more customers more
quickly. We strategically place large concession stands within theatres to heighten
visibility, reduce the length of concession lines, and improve traffic flow around the
concession stands. Some of our concession areas are designed as self-service
stations which allow customers to select their own refreshments and proceed to the cash
register when they are ready. This design presents efficient service, enhanced choice and
superior visibility of concession items. Concession designs in many of our new theatres
have incorporated the benefits experienced with the self-service model.
    
    Cost control.We negotiate prices for concession supplies directly with concession
vendors and manufacturers to obtain bulk rates. Concession supplies are distributed through
a national distribution network. The concession distributor supplies and distributes
inventory to the theatres, who place orders directly with the vendors to replenish stock.
 Participation in National CineMedia
  
    
    advertising through its branded First Look
pre-feature entertainment program, and lobby
promotions and displays,
    
    live and pre-recorded networked and single-site meetings and events,
    
    live and pre-recorded concerts, sporting events and other non-film entertainment
programming.
  8




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Participation in Digital Cinema Implementation Partners
   Marketing
 www.cinemark.com
   Online Sales
 www.cinemark.com. www.fandango.com.
 9




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Point of Sale Systems
  Competition
     Corporate Operations
   10




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Employees
  Regulations
    Financial Information About Geographic Areas
  11




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Item 1A. Risk Factors
 Our business depends on film production and performance.
  A deterioration in relationships with film distributors could adversely affect our ability to
obtain commercially successful films.
  We face intense competition for patrons and films which may adversely affect our business.
  An increase in the use of alternative or downstream film distribution channels and other
competing forms of entertainment may reduce movie theatre attendance and limit ticket price
growth.
  Our results of operations may be impacted by shrinking video release windows.
  The oversupply of screens in the motion picture exhibition industry may adversely affect the
performance of some of our theatres.
  12




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We have substantial long-term lease and debt obligations, which may restrict our ability to
fund current and future operations and that restrict our ability to
enter into certain transactions.
  
    
    making it more difficult for us to satisfy our obligations;
    
    requiring us to dedicate a substantial portion of our cash flow to payments on our
lease and debt obligations, thereby reducing the availability of our cash flow to fund
working capital, capital expenditures, acquisitions and other corporate requirements and to
pay dividends;
    
    impeding our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions and general corporate purposes;
    
    subjecting us to the risk of increased sensitivity to interest rate increases on our
variable rate debt, including our borrowings under our senior secured credit facility; and
    
    making us more vulnerable to a downturn in our business and competitive pressures and
limiting our flexibility to plan for, or react to, changes in our industry or the economy.
  General political, social and economic conditions can adversely affect our attendance.
  13




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Our foreign operations are subject to adverse regulations, economic instability and currency
exchange risk.
  We may not be able to generate additional revenues or continue to realize value from our
investment in NCM.
  We are subject to uncertainties related to digital cinema, including potentially high costs of
re-equipping theatres with projectors to show digital movies.
  We are subject to uncertainties relating to future expansion plans, including our ability to
identify suitable acquisition candidates or site locations.
  If we do not comply with the Americans with Disabilities Act of 1990 and a consent order we
entered into with the Department of Justice, we could be subject to further litigation.
  14




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We depend on key personnel for our current and future performance.
  We are subject to impairment losses due to potential declines in the fair value of our assets.
   15




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Our results of operations vary from period to period based upon the quantity and quality of
the motion pictures that we show in our theatres.
  The interests of Madison Dearborn Partners (MDP) may not be aligned with yours.
  Our ability to pay dividends may be limited or otherwise restricted.
  16




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Provisions in our corporate documents and certain agreements, as well as Delaware law, may
hinder a change of control.
  
    
    authorization of our board of directors to issue shares of preferred stock without
stockholder approval;
    
    a board of directors classified into three classes of directors with the directors of
each class, subject to shorter initial terms for some directors, having staggered,
three-year terms;
    
    provisions regulating the ability of our stockholders to nominate directors for election
or to bring matters for action at annual meetings of our stockholders; and
    
    provisions of Delaware law that restrict many business combinations and provide that
directors serving on classified boards of directors, such as ours, may be removed only for
cause.
 3 4 9 3/4%
 The market price of our common stock may be volatile.
  Future sales of our common stock may adversely affect the prevailing market price.
    17




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The
Impairment or Insolvency of Other Financial Institutions Could Adversely Affect Us.
  
 Item 2. Properties
 United States
  International
   
 Item 3. Legal Proceedings
  18




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Item 4. Submission of Matters to a Vote of Security Holders
  19




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PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
 Market Information and Holder
  Fiscal 2008High
    
    LowFirst Quarter (January 1, 2008  March 31, 2008)
    
    $
    17.09
    
    
    $
    12.24Second Quarter (April 1, 2008  June 30, 2008)
    
    $
    15.73
    
    
    $
    12.05Third Quarter (July 1, 2008  September 30, 2008)
    
    $
    16.30
    
    
    $
    11.08Fourth Quarter (October 1, 2008  December 31, 2008)
    
    $
    14.51
    
    
    $
    6.73
  Dividend Policy
  Amount perDate
    
    Date of
    
    Date
    
    Common
    
    TotalDeclared
    
    Record
    
    Paid
    
    Share(1)
    
    Dividends08/13/07
    
    
    09/04/07
    
    
    
    09/18/07
    
    
    $
    0.13
    
    
    $13.9 million11/12/07
    
    
    12/03/07
    
    
    
    12/18/07
    
    
    $
    0.18
    
    
    $19.2 million02/26/08
    
    
    03/06/08
    
    
    
    03/14/08
    
    
    $
    0.18
    
    
    $19.3 million05/09/08
    
    
    05/30/08
    
    
    
    06/12/08
    
    
    $
    0.18
    
    
    $19.3 million08/07/08
    
    
    08/25/08
    
    
    
    09/12/08
    
    
    $
    0.18
    
    
    $19.3 million11/06/08
    
    
    11/26/08
    
    
    
    12/11/08
    
    
    $
    0.18
    
    
    $19.6 million
 
 (1)
    
    The dividend paid on September 18, 2007 was based
on a quarterly dividend rate of $0.18 per common share,
prorated based on the April 24, 2007 closing date of our
initial public offering.  Performance Graph
  20




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4/24/2007
    
    
    6/29/2007
    
    
    9/28/2007
    
    
    12/31/2007
    
    
    3/31/2008
    
    
    6/30/2008
    
    
    9/30/2008
    
    
    12/31/2008Cinemark Holdings Inc.
    
    
    $
    100
    
    
    
    $
    94
    
    
    
    $
    98
    
    
    
    $
    90
    
    
    
    $
    68
    
    
    
    $
    69
    
    
    
    $
    72
    
    
    
    $
    40S&P © 500
    
    
    $
    100
    
    
    
    $
    102
    
    
    
    $
    103
    
    
    
    $
    99
    
    
    
    $
    89
    
    
    
    $
    86
    
    
    
    $
    79
    
    
    
    $
    61Peer Group
    
    
    $
    100
    
    
    
    $
    99
    
    
    
    $
    91
    
    
    
    $
    58
    
    
    
    $
    61
    
    
    
    $
    49
    
    
    
    $
    46
    
    
    
    $
    33
 Securities Authorized for Issuance under Equity Compensation Plans
  Number of
    
    WeightedSecurities to be
    
    Average Exercise
    
    Number of SecuritiesIssued upon
    
    Price of
    
    Remaining Available forExercise of
    
    Outstanding
    
    Future Issuance UnderOutstanding
    
    Options,
    
    Equity Compensation PlansOptions, Warrants
    
    Warrants and
    
    (Excluding SecuritiesPlan Category
    
    and Rights
    
    Rights
    
    Reflected in the First Column)Equity compensation plans approved by security holders
    
    
    6,139,670
    
    
    $
    7.63
    
    
    
    11,629,044Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,139,670
    
    
    $
    7.63
    
    
    
    11,629,044
 21




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Sales of Unregistered Securities
 Number ofDate
    
    Title
    
    Securities Sold10/1/2008
    
    Common Stock
    
    
    902,98111/6/2008
    
    Common Stock
    
    
    393,615
    Use of Proceeds
 3 4
 AggregatePrincipal Amount
    
    Repurchase
    
    AccretedDate
    
    at Maturity
    
    Price
    
    InterestJuly 2007
    
    $
    14.5 million
    
    $
    13.2 million
    
    $
    3.4 millionAugust 2007
    
    $
    32.5 million
    
    $
    29.6 million
    
    $
    7.5 millionNovember 2007
    
    $
    22.2 million
    
    $
    20.9 million
    
    $
    5.7 millionMarch 2008
    
    $
    10.0 million
    
    $
    9.0 million
    
    $
    2.9 millionOctober 2008
    
    $
    30.0 million
    
    $
    27.3 million
    
    $
    9.8 millionNovember 2008
    
    $
    7.0 million
    
    $
    5.9 million
    
    $
    2.5 millionCumulative total with IPO proceeds
    
    $
    116.2 million
    
    $
    105.9 million
    
    $
    31.8 million
 22




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Item 6. Selected Financial Data
  Cinemark,Inc.
    
    
    Cinemark Holdings, Inc.Predecessor
    
    
    SuccessorPeriod from
    
    
    Period fromJanuary 1,
    
    
    April 2,2004
    
    
    2004to
    
    
    toApril 1,
    
    
    December 31,
    
    Year Ended December 31,2004
    
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008(Dollars in thousands, except per share data)Statement of Operations Data(1):Revenues:Admissions
    
    $
    149,134
    
    
    
    $
    497,865
    
    
    $
    641,240
    
    
    $
    760,275
    
    
    $
    1,087,480
    
    
    $
    1,126,977Concession
    
    
    72,480
    
    
    
    
    249,141
    
    
    
    320,072
    
    
    
    375,798
    
    
    
    516,509
    
    
    
    534,836Other
    
    
    12,011
    
    
    
    
    43,611
    
    
    
    59,285
    
    
    
    84,521
    
    
    
    78,852
    
    
    
    80,474Total Revenues
    
    $
    233,625
    
    
    
    $
    790,617
    
    
    $
    1,020,597
    
    
    $
    1,220,594
    
    
    $
    1,682,841
    
    
    $
    1,742,287Theatre operating costs
    
    
    140,938
    
    
    
    
    477,689
    
    
    
    625,496
    
    
    
    728,431
    
    
    
    1,035,360
    
    
    
    1,085,630Facility lease expense
    
    
    30,915
    
    
    
    
    97,829
    
    
    
    138,477
    
    
    
    161,374
    
    
    
    212,730
    
    
    
    225,595General and administrative expenses
    
    
    11,869
    
    
    
    
    39,803
    
    
    
    50,884
    
    
    
    67,768
    
    
    
    79,518
    
    
    
    90,788Termination of profit participation
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,952
    
    
    
    Stock option compensation and change of
control expenses related to the MDP Merger
    
    
    31,995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    16,865
    
    
    
    
    61,353
    
    
    
    86,126
    
    
    
    99,470
    
    
    
    151,716
    
    
    
    158,034Impairment of long-lived assets
    
    
    1,000
    
    
    
    
    36,721
    
    
    
    51,677
    
    
    
    28,537
    
    
    
    86,558
    
    
    
    113,532(Gain) loss on sale of assets and other
    
    
    (513
    )
    
    
    
    3,602
    
    
    
    4,436
    
    
    
    7,645
    
    
    
    (2,953
    )
    
    
    8,488Total cost of operations
    
    
    233,069
    
    
    
    
    716,997
    
    
    
    957,096
    
    
    
    1,093,225
    
    
    
    1,569,881
    
    
    
    1,682,067Operating income
    
    
    556
    
    
    
    
    73,620
    
    
    
    63,501
    
    
    
    127,369
    
    
    
    112,960
    
    
    
    60,220Interest expense
    
    
    12,562
    
    
    
    
    58,149
    
    
    
    84,082
    
    
    
    109,328
    
    
    
    145,596
    
    
    
    116,058Income (loss) from continuing operations
before income taxes
    
    
    (12,771
    )
    
    
    
    10,451
    
    
    
    (16,000
    )
    
    
    13,526
    
    
    
    200,882
    
    
    
    (27,270
    )Income (loss) from discontinued operations,
net of taxes
    
    
    (1,565
    )
    
    
    
    4,155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (10,633
    )
    
    
    $
    (3,687
    )
    
    $
    (25,408
    )
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )Net income (loss) per share:Basic
    
    $
    (0.09
    )
    
    
    $
    (0.05
    )
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    0.87
    
    
    $
    (0.45
    )Diluted
    
    $
    (0.09
    )
    
    
    $
    (0.05
    )
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    0.85
    
    
    $
    (0.45
    )
 23




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##### Table of Contents



Cinemark, Inc.
    
    
    Cinemark Holdings, Inc.Predecessor
    
    
    SuccessorPeriod fromPeriod from
    
    
    April 2, 2004
    
    Year Ended December 31,January 1, 2004
    
    
    toto
    
    
    December 31,April 1, 2004
    
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008(Dollars in thousands)Other Financial Data:Ratio of earnings to fixed charges(5)
    
    
    
    
    
    
    
    1.12
    x
    
    
    
    
    
    
    1.09
    x
    
    
    1.96
    x
    
    
    Cash flow provided by (used for):Operating activities
    
    $
    10,100
    
    
    
    $
    112,986
    
    
    $
    165,270
    
    
    $
    155,662
    
    
    $
    276,036
    
    
    $
    257,294Investing activities(2)
    
    
    (16,210
    )
    
    
    
    (100,737
    )
    
    
    (81,617
    )
    
    
    (631,747
    )
    
    
    93,178
    
    
    
    (94,942
    )Financing activities
    
    
    346,983
    
    
    
    
    (361,426
    )
    
    
    (3,750
    )
    
    
    439,977
    
    
    
    (183,715
    )
    
    
    (135,091
    )Capital expenditures
    
    
    (17,850
    )
    
    
    
    (63,158
    )
    
    
    (75,605
    )
    
    
    (107,081
    )
    
    
    (146,304
    )
    
    
    (106,109
    )
 Cinemark Holdings, Inc.As of December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    100,248
    
    
    $
    182,199
    
    
    $
    147,099
    
    
    $
    338,043
    
    
    $
    349,603Theatre properties and equipment, net
    
    
    794,723
    
    
    
    803,269
    
    
    
    1,324,572
    
    
    
    1,314,066
    
    
    
    1,208,283Total assets
    
    
    1,831,855
    
    
    
    1,864,852
    
    
    
    3,171,582
    
    
    
    3,296,892
    
    
    
    3,065,708Total long-term debt and capital
lease obligations, including
current portion
    
    
    1,026,055
    
    
    
    1,055,095
    
    
    
    2,027,480
    
    
    
    1,644,915
    
    
    
    1,632,174Stockholders equity
    
    
    533,200
    
    
    
    519,349
    
    
    
    689,297
    
    
    
    1,019,203
    
    
    
    811,256
 Cinemark, Inc.
    
    
    Cinemark Holdings, Inc.Predecessor
    
    
    SuccessorPeriod fromJanuary 1,
    
    
    Period from2004
    
    
    April 2, 2004
    
    Year Ended December 31,to
    
    
    toApril 1,
    
    
    December 31,2004
    
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008Operating Data:United States(3)Theatres operated (at period end)
    
    
    191
    
    
    
    
    191
    
    
    
    200
    
    
    
    281
    
    
    
    287
    
    
    
    293Screens operated (at period end)
    
    
    2,262
    
    
    
    
    2,303
    
    
    
    2,417
    
    
    
    3,523
    
    
    
    3,654
    
    
    
    3,742Total attendance(1) (in 000s)
    
    
    25,790
    
    
    
    
    87,856
    
    
    
    105,573
    
    
    
    118,714
    
    
    
    151,712
    
    
    
    147,897International(4)Theatres operated (at period end)
    
    
    95
    
    
    
    
    101
    
    
    
    108
    
    
    
    115
    
    
    
    121
    
    
    
    127Screens operated (at period end)
    
    
    835
    
    
    
    
    869
    
    
    
    912
    
    
    
    965
    
    
    
    1,011
    
    
    
    1,041Total attendance(1) (in 000s)
    
    
    15,791
    
    
    
    
    49,904
    
    
    
    60,104
    
    
    
    59,550
    
    
    
    60,958
    
    
    
    63,413Worldwide(3)(4)Theatres operated (at period end)
    
    
    286
    
    
    
    
    292
    
    
    
    308
    
    
    
    396
    
    
    
    408
    
    
    
    420Screens operated (at period end)
    
    
    3,097
    
    
    
    
    3,172
    
    
    
    3,329
    
    
    
    4,488
    
    
    
    4,665
    
    
    
    4,783Total attendance(1) (in 000s)
    
    
    41,581
    
    
    
    
    137,760
    
    
    
    165,677
    
    
    
    178,264
    
    
    
    212,670
    
    
    
    211,310
 
 (1)
    
    Statement of Operations Data (other than net income (loss)) and attendance data
exclude the results of the two United Kingdom theatres and eleven domestic theatres for all
periods presented as these theatres were sold during the period from April 2, 2004 to
December 31, 2004. The results of operations for these theatres in the 2004 period are
presented as discontinued operations.(2)
    
    Includes the cash portion of the Century Acquisition purchase price of $531.2
million during the year ended December 31, 2006.(3)
    
    The data excludes certain theatres operated by us in the U.S. pursuant to
management agreements that are not part of our consolidated operations.(4)
    
    The data excludes certain theatres operated internationally through our affiliates
that are not part of our consolidated operations.(5)
    
    For the purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income (loss) from continuing operations before income taxes plus fixed charges
excluding capitalized interest. Fixed charges consist of interest expense, capitalized
interest, amortization of debt issue cost and that portion of rental expense which we believe
to be representative of the interest factor. For the period from January 1, 2004 to April 1,
2004 and the years ended December 31, 2005 and 2008, earnings were insufficient to cover fixed charges by $12.7 million,
$15.6 million, and $27.1 million, respectively. 24




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis should be read in conjunction with the financial
statements and accompanying notes included in this report.
 Overview
  Disclosures about Segments of an
Enterprise and Related Information
 Revenues and Expenses
 The Dark Knight, Iron Man Indiana Jones and the Kingdom of the Crystal Skull Hancock, WALL-E, Kung Fu Panda Madagascar: Escape 2 Africa, Horton Hears a Who!, Sex and The City, Quantum of Solace, Twilight Mamma Mia!. Harry
Potter and the Half Blood Prince, Transformers: Revenge of the Fallen, Angels & Demons, X-Men
Origins: Wolverine, Night at the Museum II: Escape from the Smithsonian, Watchmen Monsters vs. Aliens, Ice Age: Dawn of the Dinosaurs,
Avatar, A Christmas Carol, Up.
     25




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##### Table of Contents



Critical Accounting Policies
  Revenue and Expense Recognition
     26




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##### Table of Contents



Impairment of Long-Lived Assets
  
    
    actual theatre level cash flows;
    
    future years budgeted theatre level cash flows;
    
    theatre property and equipment carrying values;
    
    amortizing intangible asset carrying values;
    
    the age of a recently built theatre;
    
    competitive theatres in the marketplace;
    
    changes in foreign currency exchange rates;
    
    the impact of recent ticket price changes;
    
    available lease renewal options; and
    
    other factors considered relevant in our assessment of impairment of individual theatre
assets.
  Impairment of Goodwill and Intangible Assets
  27




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##### Table of Contents



Acquisitions
 Business Combinations.
 Income Taxes
 Accounting for Uncertainty in Income Taxes  an
interpretation of SFAS No. 109 Accounting
for Income Taxes
 Recent Developments
  28




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##### Table of Contents



Results of Operations
   Year Ended December 31,2006
    
    2007
    
    2008Operating data (in millions):RevenuesAdmissions
    
    $
    760.3
    
    
    $
    1,087.5
    
    
    $
    1,127.0Concession
    
    
    375.8
    
    
    
    516.5
    
    
    
    534.8Other
    
    
    84.5
    
    
    
    78.8
    
    
    
    80.5Total revenues
    
    $
    1,220.6
    
    
    $
    1,682.8
    
    
    $
    1,742.3Theatre operating costs(2)Film rentals and advertising
    
    $
    406.0
    
    
    $
    589.7
    
    
    $
    612.2Concession supplies
    
    
    59.0
    
    
    
    81.1
    
    
    
    86.6Salaries and wages
    
    
    118.6
    
    
    
    173.3
    
    
    
    181.0Facility lease expense
    
    
    161.4
    
    
    
    212.7
    
    
    
    225.6Utilities and other
    
    
    144.8
    
    
    
    191.3
    
    
    
    205.8Total theatre operating costs
    
    $
    889.8
    
    
    $
    1,248.1
    
    
    $
    1,311.2Operating data as a percentage of total revenues:RevenuesAdmissions
    
    
    62.3
    %
    
    
    64.6
    %
    
    
    64.7
    %Concession
    
    
    30.8
    
    
    
    30.7
    
    
    
    30.7Other
    
    
    6.9
    
    
    
    4.7
    
    
    
    4.6Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Theatre operating costs(1)(2)Film rentals and advertising
    
    
    53.4
    %
    
    
    54.2
    %
    
    
    54.3
    %Concession supplies
    
    
    15.7
    
    
    
    15.7
    
    
    
    16.2Salaries and wages
    
    
    9.7
    
    
    
    10.3
    
    
    
    10.4Facility lease expense
    
    
    13.2
    
    
    
    12.6
    
    
    
    12.9Utilities and other
    
    
    11.9
    
    
    
    11.4
    
    
    
    11.8Total theatre operating costs
    
    
    72.9
    %
    
    
    74.2
    %
    
    
    75.3
    %Average screen count (month end average)
    
    
    3,628
    
    
    
    4,558
    
    
    
    4,703Revenues per average screen
    
    $
    336,437
    
    
    $
    369,200
    
    
    $
    370,469
 
 (1)
    
    All costs are expressed as a percentage of total revenues, except film rentals
and advertising, which are expressed as a percentage of admissions revenues, and concession
supplies, which are expressed as a percentage of concession revenues.(2)
    
    Excludes depreciation and amortization expense. 29




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Comparison of Years Ended December 31, 2008 and December 31, 2007
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedYear Ended
    
    
    
    
    
    Year Ended
    
    
    
    
    
    Year EndedDecember 31,
    
    
    
    
    
    December 31,
    
    
    
    
    
    December 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2007
    
    2008
    
    Change
    
    2007
    
    2008
    
    Change
    
    2007
    
    2008
    
    ChangeAdmissions revenues
(in millions)
    
    $
    879.1
    
    
    $
    889.1
    
    
    
    1.1
    %
    
    $
    208.4
    
    
    $
    237.9
    
    
    
    14.2
    %
    
    $
    1,087.5
    
    
    $
    1,127.0
    
    
    
    3.6
    %Concession revenues
(in millions)
    
    $
    424.4
    
    
    $
    426.5
    
    
    
    0.5
    %
    
    $
    92.1
    
    
    $
    108.3
    
    
    
    17.6
    %
    
    $
    516.5
    
    
    $
    534.8
    
    
    
    3.5
    %Other revenues (in
millions)
(1)
    
    $
    45.6
    
    
    $
    40.9
    
    
    
    (10.3
    %)
    
    $
    33.2
    
    
    $
    39.6
    
    
    
    19.3
    %
    
    $
    78.8
    
    
    $
    80.5
    
    
    
    2.2
    %Total revenues (in
millions)
(1)
    
    $
    1,349.1
    
    
    $
    1,356.5
    
    
    
    0.5
    %
    
    $
    333.7
    
    
    $
    385.8
    
    
    
    15.6
    %
    
    $
    1,682.8
    
    
    $
    1,742.3
    
    
    
    3.5
    %Attendance (in
millions)
    
    
    151.7
    
    
    
    147.9
    
    
    
    (2.5
    %)
    
    
    61.0
    
    
    
    63.4
    
    
    
    3.9
    %
    
    
    212.7
    
    
    
    211.3
    
    
    
    (0.7
    %)Revenues per
average screen
(1)
    
    $
    376,771
    
    
    $
    368,313
    
    
    
    (2.2
    %)
    
    $
    341,451
    
    
    $
    378,252
    
    
    
    10.8
    %
    
    $
    369,200
    
    
    $
    370,469
    
    
    
    0.3
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 23 of our consolidated financial
statements. 
    
    Consolidated. The increase in admissions revenues of $39.5 million was attributable
to a 4.3% increase in average ticket price from $5.11 for 2007 to $5.33 for 2008, partially
offset by a 0.7% decline in attendance. The increase in concession revenues of $18.3 million
was attributable to a 4.1% increase in concession revenues per patron from $2.43 for 2007 to
$2.53 for 2008, partially offset by the decline in attendance. The increases in average ticket
price and concession revenues per patron were due to price increases and favorable exchange
rates during most of the year in certain countries in which we operate. The 2.2% increase in
other revenues was primarily attributable to increased screen advertising and other ancillary
revenues in certain of our international locations and the favorable impact of exchange rates
during most of the year in certain countries in which we operate.
 
    
    U.S. The increase in admissions revenues of $10.0 million was attributable to a 3.8%
increase in average ticket price from $5.79 for 2007 to $6.01 for 2008, partially offset by a
2.5% decrease in attendance. The increase in concession revenues of $2.1 million was
attributable to a 2.9% increase in concession revenues per patron from $2.80 for 2007 to $2.88
for 2008, partially offset by the decline in attendance. The increases in average ticket price
and concession revenues per patron were due to price increases. The 10.3% decrease in other
revenues was primarily attributable to reduced screen advertising revenues earned under the
exhibitor services agreement with NCM. See Note 7 to the consolidated financial statements.
 
    
    International. The increase in admissions revenues of $29.5 million was attributable
to a 9.6% increase in average ticket price from $3.42 for 2007 to $3.75 for 2008 and a 3.9%
increase in attendance. The increase in concession revenues of $16.2 million was attributable
to a 13.2% increase in concession revenues per patron from $1.51 for 2007 to $1.71 for 2008
and the increase in attendance. The increases in average ticket price and concession revenues
per patron were due to price increases and favorable exchange rates during most of the year in
certain countries in which we operate. The 19.3% increase in other revenues was primarily due
to increased screen advertising and other ancillary revenues and the favorable impact of
exchange rates during most of the year in certain countries in which we operate.
 30




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##### Table of Contents



Theatre Operating Costs (excludes depreciation and amortization expense).
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008Film rentals and advertising
    
    $
    485.2
    
    
    $
    494.6
    
    
    $
    104.5
    
    
    $
    117.6
    
    
    $
    589.7
    
    
    $
    612.2Concession supplies
    
    
    57.8
    
    
    
    58.5
    
    
    
    23.3
    
    
    
    28.1
    
    
    $
    81.1
    
    
    $
    86.6Salaries and wages
    
    
    146.7
    
    
    
    149.5
    
    
    
    26.6
    
    
    
    31.5
    
    
    $
    173.3
    
    
    $
    181.0Facility lease expense
    
    
    161.7
    
    
    
    166.8
    
    
    
    51.0
    
    
    
    58.8
    
    
    $
    212.7
    
    
    $
    225.6Utilities and other
    
    
    149.0
    
    
    
    151.8
    
    
    
    42.3
    
    
    
    54.0
    
    
    $
    191.3
    
    
    $
    205.8Total theatre operating costs
    
    $
    1,000.4
    
    
    $
    1,021.2
    
    
    $
    247.7
    
    
    $
    290.0
    
    
    $
    1,248.1
    
    
    $
    1,311.2
 
    
    Consolidated. Film rentals and advertising costs were $612.2 million, or 54.3% of
admissions revenues, for 2008 compared to $589.7 million, or 54.2% of admissions revenues, for
2007. The increase in film rentals and advertising costs for 2008 of $22.5 million was
primarily due to a $39.5 million increase in admissions revenues. Concession supplies expense
was $86.6 million, or 16.2% of concession revenues, for 2008 compared to $81.1 million, or
15.7% of concession revenues, for 2007. The increase in concession supplies expense of $5.5
million was primarily due to an $18.3 million increase in concession revenues and an increase
in the concession supplies rate. The increased rate was primarily due to the relative increase
in concession revenues from our international operations and increases in product costs from
some of our international concession suppliers.
  
    
    U.S. Film rentals and advertising costs were $494.6 million, or 55.6% of admissions
revenues, for 2008 compared to $485.2 million, or 55.2% of admissions revenues, for 2007. The
increase in film rentals and advertising costs for 2008 of $9.4 million was primarily due to
the increase in admissions revenues and higher film rentals and advertising
rates. Concession supplies expense was $58.5 million, or 13.7% of concession revenues, for
2008 compared to $57.8 million, or 13.6% of concession revenues, for 2007.
  
    
    International. Film rentals and advertising costs were $117.6 million, or 49.4% of
admissions revenues, for 2008 compared to $104.5 million, or 50.1% of admissions revenues, for
2007. The increase in film rentals and advertising costs of $13.1 million was due to a $29.5
million increase in admissions revenues, partially offset by a decrease in our film rental and
advertising rate. Concession supplies expense was $28.1 million, or 25.9% of concession
revenues, for 2008 compared to $23.3 million, or 25.3% of concession revenues, for 2007. The
increase in concession supplies expense of $4.8 million was primarily due to the $16.2 million
increase in concession revenues and the increased rate due to increases in product costs from
some of our concession suppliers.
  31




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##### Table of Contents



General and Administrative Expenses.
 Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 (Gain) Loss on Sale of Assets and Other.
 Interest Expense. 3 4
 Interest Income.
 Gain on NCM Transaction.
 Gain on Fandango Transaction.
 (Gain) Loss on Early Retirement of Debt 3 4 3 4
 32




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##### Table of Contents



Distributions from NCM.
 Income Taxes.
 Comparison of Years Ended December 31, 2007 and December 31, 2006
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedYear Ended
    
    
    
    
    
    Year Ended
    
    
    
    
    
    Year EndedDecember 31,
    
    
    
    
    
    December 31,
    
    
    
    
    
    December 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2006
    
    2007
    
    Change
    
    2006
    
    2007
    
    Change
    
    2006
    
    2007
    
    ChangeAdmissions revenues
(in millions)
    
    $
    577.9
    
    
    $
    879.1
    
    
    
    52.1
    %
    
    $
    182.4
    
    
    $
    208.4
    
    
    
    14.3
    %
    
    $
    760.3
    
    
    $
    1,087.5
    
    
    
    43.0
    %Concession revenues
(in millions)
    
    $
    297.4
    
    
    $
    424.4
    
    
    
    42.7
    %
    
    $
    78.4
    
    
    $
    92.1
    
    
    
    17.5
    %
    
    $
    375.8
    
    
    $
    516.5
    
    
    
    37.4
    %Other revenues
(in millions) (1)
    
    $
    59.4
    
    
    $
    45.6
    
    
    
    (23.2
    )%
    
    $
    25.1
    
    
    $
    33.2
    
    
    
    32.3
    %
    
    $
    84.5
    
    
    $
    78.8
    
    
    
    (6.7
    )%Total revenues
(in millions) (1)
    
    $
    934.7
    
    
    $
    1,349.1
    
    
    
    44.3
    %
    
    $
    285.9
    
    
    $
    333.7
    
    
    
    16.7
    %
    
    $
    1,220.6
    
    
    $
    1,682.8
    
    
    
    37.9
    %Attendance
(in millions)
    
    
    118.7
    
    
    
    151.7
    
    
    
    27.8
    %
    
    
    59.6
    
    
    
    61.0
    
    
    
    2.3
    %
    
    
    178.3
    
    
    
    212.7
    
    
    
    19.3
    %Revenues per average screen
(1)
    
    $
    346,812
    
    
    $
    376,771
    
    
    
    8.6
    %
    
    $
    306,459
    
    
    $
    341,451
    
    
    
    11.4
    %
    
    $
    336,437
    
    
    $
    369,200
    
    
    
    9.7
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 23 of our consolidated financial
statements. 
    
    Consolidated. The increase in admissions revenues of $327.2 million was attributable
to a 19.3% increase in attendance from 178.3 million patrons for 2006 to 212.7 million patrons
for 2007, which contributed $165.0 million, and a 20.0% increase in average ticket price from
$4.26 for 2006 to $5.11 for 2007, which contributed $162.2 million, and reflects the full year
of operations of the 77 Century theatres acquired during the fourth quarter of 2006. The
increase in concession revenues of $140.7 million was attributable to the 19.3% increase in
attendance, which contributed $84.5 million, and a 15.2% increase in concession revenues per
patron from $2.11 for 2006 to $2.43 for 2007, which contributed $56.2 million, and reflects
the full year of operations of the 77 Century theatres acquired during the fourth quarter of
2006. The increase in attendance was attributable to the additional attendance from the 77
Century theatres acquired, the solid slate of films released during 2007 and new theatre
openings. The increases in average ticket price and concession revenues per patron were due to
the higher ticket price structure at the 77 Century theatres acquired, price increases and
favorable exchange rates in certain countries in which we operate. See Note 6 to the
consolidated financial statements for discussion of the Century Acquisition. The 6.7%
decrease in other revenues was primarily attributable to reduced screen advertising revenues
earned under the amended Exhibitor Services Agreement with NCM. See Note 7 to the consolidated
financial statements.
 
    
    U.S. The increase in admissions revenues of $301.2 million was attributable to a
27.8% increase in attendance from 118.7 million patrons for 2006 to 151.7 million patrons for
2007, which contributed $160.7 million, and a 18.9% increase in average ticket price from
$4.87 for 2006 to $5.79 for 2007, which contributed $140.5 million, and reflects the full year
of operations of the 77 Century theatres acquired during the fourth quarter of 2006. The
increase in concession revenues of $127.0 million was attributable to the 27.8% increase in
attendance, which contributed $82.6
 33




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##### Table of Contents




    
    International. The increase in admissions revenues of $26.0 million was attributable
to a 2.3% increase in attendance from 59.6 million patrons for 2006 to 61.0 million patrons
for 2007, which contributed $4.3 million, and an 11.8% increase in average ticket price from
$3.06 for 2006 to $3.42 for 2007, which contributed $21.7 million. The increase in concession
revenues of $13.7 million was attributable to the 2.3% increase in attendance, which
contributed $1.9 million, and a 14.4% increase in concession revenues per patron from $1.32
for 2006 to $1.51 for 2007, which contributed $11.8 million. The increase in attendance was
primarily due to new theatre openings. The increases in average ticket price and concession
revenues per patron were due to price increases and favorable exchange rates in certain
countries in which we operate.
 Theatre Operating Costs (excludes depreciation and amortization expense).
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2006
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007Film rentals and advertising
    
    $
    315.4
    
    
    $
    485.2
    
    
    $
    90.6
    
    
    $
    104.5
    
    
    $
    406.0
    
    
    $
    589.7Concession supplies
    
    
    38.7
    
    
    
    57.8
    
    
    
    20.3
    
    
    
    23.3
    
    
    $
    59.0
    
    
    $
    81.1Salaries and wages
    
    
    95.8
    
    
    
    146.7
    
    
    
    22.8
    
    
    
    26.6
    
    
    $
    118.6
    
    
    $
    173.3Facility lease expense
    
    
    117.0
    
    
    
    161.7
    
    
    
    44.4
    
    
    
    51.0
    
    
    $
    161.4
    
    
    $
    212.7Utilities and other
    
    
    108.3
    
    
    
    149.0
    
    
    
    36.5
    
    
    
    42.3
    
    
    $
    144.8
    
    
    $
    191.3Total theatre operating costs
    
    $
    675.2
    
    
    $
    1,000.4
    
    
    $
    214.6
    
    
    $
    247.7
    
    
    $
    889.8
    
    
    $
    1,248.1
 
    
    Consolidated. Film rentals and advertising costs were $589.7 million, or 54.2% of
admissions revenues, for 2007 compared to $406.0 million, or 53.4% of admissions revenues, for
2006. The increase in film rentals and advertising costs for 2007 of $183.7 million is due to
a $327.2 million increase in admissions revenues, which contributed $177.3 million, and an
increase in our film rental and advertising rate due to higher rates on certain blockbuster
sequels in 2007, which contributed $6.4 million. Concession supplies expense was $81.1
million, or 15.7% of concession revenues, for 2007 compared to $59.0 million, or 15.7% of
concession revenues, for 2006. The increase in concession supplies expense of $22.1 million is
primarily due to increased concession revenues.
  
    
    U.S. Film rentals and advertising costs were $485.2 million, or 55.2% of admissions
revenues, for 2007 compared to $315.4 million, or 54.6% of admissions revenues, for 2006. The
increase in film rentals and advertising costs for 2007 of $169.8 million is due to a $301.2
million increase in admissions revenues, which contributed $164.4 million, and an increase in
our film rentals and advertising rate due to higher rates on certain blockbuster sequels in
2007, which contributed $5.4 million. Concession supplies expense was $57.8 million, or 13.6%
of concession revenues, for 2007 compared to $38.7 million, or 13.0% of concession revenues,
for 2006. The increase in concession supplies expense of $19.1 million is due to increased
concession revenues, which contributed $16.6 million, and an increase in
 34




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##### Table of Contents



our concession supplies rate, which contributed $2.5 million, both of which were attributable to
the 77 Century theatres.
  
    
    International. Film rentals and advertising costs were $104.5 million, or 50.1% of
admissions revenues, for 2007 compared to $90.6 million, or 49.7% of admissions revenues, for
2006. The increase in film rentals and advertising costs of $13.9 million is due to a $26.0
million increase in admissions revenues, which contributed $12.9 million and an increase in
our film rental and advertising rate, which contributed $1.0 million. Concession supplies
expense was $23.3 million, or 25.3% of concession revenues, for 2007 compared to $20.3
million, or 25.9% of concession revenues, for 2006. The increase in concession supplies
expense of $3.0 million is primarily due to increased concession revenues.
  General and Administrative Expenses.
 Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 (Gain) Loss on Sale of Assets and Other.
 Interest Expense.
 35




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##### Table of Contents



Gain on NCM Transaction.
 Gain on Fandango Transaction.
 Loss on Early Retirement of Debt 3 4 3 4
 Distributions from NCM.
 Income Taxes.
 Liquidity and Capital Resources
 Operating Activities
  3 4
 Investing Activities
  36




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##### Table of Contents



New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalYear Ended December 31, 2006
    
    $
    68.8
    
    
    $
    38.3
    
    
    $
    107.1Year Ended December 31, 2007
    
    $
    113.3
    
    
    $
    33.0
    
    
    $
    146.3Year Ended December 31, 2008
    
    $
    69.9
    
    
    $
    36.2
    
    
    $
    106.1
    Financing Activities
 3 4 3 4
  Date
    
    Date of
    
    Date
    
    Amount per
    
    TotalDeclared
    
    Record
    
    Paid
    
    Common Share(1)
    
    Dividends08/13/07
    
    
    09/04/07
    
    
    
    09/18/07
    
    
    $
    0.13
    
    
    $13.9 million11/12/07
    
    
    12/03/07
    
    
    
    12/18/07
    
    
    $
    0.18
    
    
    $19.2 million02/26/08
    
    
    03/06/08
    
    
    
    03/14/08
    
    
    $
    0.18
    
    
    $19.3 million05/09/08
    
    
    05/30/08
    
    
    
    06/12/08
    
    
    $
    0.18
    
    
    $19.3 million08/07/08
    
    
    08/25/08
    
    
    
    09/12/08
    
    
    $
    0.18
    
    
    $19.3 million11/06/08
    
    
    11/26/08
    
    
    
    12/11/08
    
    
    $
    0.18
    
    
    $19.6 million
 
 (1)
    
    The dividend paid on September 18, 2007 was based
on a quarterly dividend rate of $0.18 per common share,
prorated based on the April 24, 2007 closing date of our
initial public offering. 37




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##### Table of Contents



December 31, 2007
    
    December 31, 2008Cinemark USA, Inc. term loan
    
    $
    1,101,686
    
    
    $
    1,094,800Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    415,768
    
    
    
    411,318Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    184
    
    
    
    181Other long-term debt
    
    
    6,107
    
    
    
    2,163Total long-term debt
    
    
    1,523,745
    
    
    
    1,508,462Less current portion
    
    
    9,166
    
    
    
    12,450Long-term debt, less current portion
    
    $
    1,514,579
    
    
    $
    1,496,012
 3 4
  Payments Due by Period(in millions)Less Than
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    1 - 3 Years
    
    4 - 5 Years
    
    5 YearsLong-term debt (1)
    
    $
    1,516.6
    
    
    $
    12.5
    
    
    $
    23.3
    
    
    $
    1,061.4
    
    
    $
    419.4Scheduled interest payments on long-term debt(2)
    
    $
    406.1
    
    
    
    79.1
    
    
    
    173.8
    
    
    
    144.7
    
    
    
    8.5Operating lease obligations
    
    $
    1,839.1
    
    
    
    175.2
    
    
    
    343.9
    
    
    
    328.0
    
    
    
    992.0Capital lease obligations
    
    $
    123.7
    
    
    
    5.5
    
    
    
    12.3
    
    
    
    14.2
    
    
    
    91.7Scheduled interest payments on capital leases
    
    $
    104.3
    
    
    
    12.2
    
    
    
    22.7
    
    
    
    20.1
    
    
    
    49.3Letters of credit
    
    $
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Employment agreements
    
    $
    9.9
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    
    
    
    
    Purchase commitments(3)
    
    $
    90.1
    
    
    
    35.9
    
    
    
    53.2
    
    
    
    0.9
    
    
    
    0.1FIN 48 liabilities (4)
    
    $
    10.8
    
    
    
    10.8
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,100.7
    
    
    $
    334.6
    
    
    $
    635.8
    
    
    $
    1,569.3
    
    
    $
    1,561.0
 
 (1)
    
    Includes the 93/4% senior discount notes in the aggregate principal amount at
maturity of $419.4 million.(2)
    
    Amounts include scheduled interest payments on fixed rate and variable rate debt
agreements. Estimates for the variable rate interest payments were based on interest
rates in effect on December 31, 2008. The average interest rates on our fixed rate and
variable rate debt were 8.2% and 3.7%, respectively, as of December 31, 2008.(3)
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of December 31, 2008.(4)
    
    The contractual obligations table excludes the Companys FIN 48 liabilities of
$6.7 million because the Company cannot make a reliable estimate of the timing of the
related cash payments. 38




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##### Table of Contents



Cinemark, Inc. 9 3/4% Senior Discount Notes
 3 4 3 4
 3 4 3 4
 3 4
 3 4 3 4 3 4
  3 4
 3 4
 Senior Secured Credit Facility
  39




---



##### Table of Contents



3 4
 40




---



##### Table of Contents



Interest Rate Swap Agreements
 Accounting for Derivative Instruments and Hedging Activities
    41




---



##### Table of Contents



Former Senior Secured Credit Facility
  Cinemark USA, Inc. 9% Senior Subordinated Notes
      Covenant Compliance
 3 4
  42




---



##### Table of Contents



Ratings
  Category
    
    Moodys
    
    
    Standard and PoorsCinemark, Inc. 9 3/4% Senior Discount Notes
    
    
    B3
    
    
    
    CCC+Cinemark USA, Inc. Senior Secured Credit Facility
    
    
    Ba3
    
    
    
    B
 New Accounting Pronouncements
 Fair Value Measurements.
 The Fair Value Option for Financial Assets
and Financial Liabilities.
 Business Combinations
 Noncontrolling Interest in Consolidated
Financial Statements
 43




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133
 Determining Whether Instruments Granted in Share Based Payment Transactions Are Participating
Securities
 Seasonality
  44




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
      45




---



##### Table of Contents



Expected Maturity as of December 31, 2008
    
    
    Average(in millions)
    
    
    Interest2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total
    
    
    Fair Value
    
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.2
    
    
    $
    419.4
    
    
    $
    719.6
    
    
    $
    650.6
    
    
    
    8.2
    %Variable rate
    
    
    12.5
    
    
    
    12.1
    
    
    
    11.2
    
    
    
    271.6
    
    
    
    489.6
    
    
    
    
    
    
    
    797.0
    
    
    
    798.6
    
    
    
    3.7
    %Total debt
    
    $
    12.5
    
    
    $
    12.1
    
    
    $
    11.2
    
    
    $
    271.6
    
    
    $
    789.8
    
    
    $
    419.4
    
    
    $
    1,516.6
    
    
    $
    1,449.2
 
 (1)
    
    Includes $300.0 million of the Cinemark USA, Inc. term loan, which represents the
debt hedged with our interest rate swap agreements. Foreign Currency Exchange Rate Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  46




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##### Table of Contents



Item 9A . Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal ControlIntegrated
Framework
   Changes in Internal Control Over Financial Reporting
  Limitations on Controls
  47




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##### Table of Contents



Attestation Report of Deloitte & Touche, LLP
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
    Internal
Control  Integrated Framework
   
 48




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 (a)
    
    Documents Filed as Part of this Report
 1.
    
    The financial statement schedules and related data listed in the accompanying Index
beginning on page F-1 are filed as a part of this report.2.
    
    The exhibits listed in the accompanying Index beginning on page E-1 are filed as a part
of this report.
 (b)
    
    ExhibitsSee the accompanying Index beginning on page E-1.(c)
    
    Financial Statement SchedulesSchedule I - Condensed Financial Information of Registrant
beginning on page F-43.
  49




---



##### Table of Contents



SIGNATURES
  Dated: March 12, 2009
    CINEMARK HOLDINGS, INC.BY:
    /s/ Alan W. StockAlan W. StockChief Executive OfficerBY:
    /s/ Robert CoppleRobert CoppleChief Financial Officer and
Principal Accounting Officer POWER OF ATTORNEY
   Name
    
    Title
    
    Date/s/ Lee Roy MitchellLee Roy Mitchell
    
    Chairman
of the Board of Directors and Director
    
    March 12, 2009/s/ Alan W. Stock
    
    Chief Executive OfficerAlan W. Stock
    
    (principal
executive officer)
    
    March 12, 2009/s/ Robert Copple
    
    Executive Vice President; Treasurer and ChiefRobert Copple
    
    Financial
Officer (principal financial and
accounting officer)
    
    March 12, 2009/s/ Benjamin D. Chereskin

Benjamin D. Chereskin
    
    Director
    
    March 12, 2009/s/ Vahe A. DombalagianVahe A. Dombalagian
    
    Director
    
    March 12, 2009/s/ Peter R. EzerskyPeter R. Ezersky
    
    Director
    
    March 12, 2009/s/ Enrique F. SeniorEnrique F. Senior
    
    Director
    
    March 12, 2009/s/ Raymond W. SyufyRaymond W. Syufy
    
    Director
    
    March 12, 2009/s/ Carlos M. SepulvedaCarlos M. Sepulveda
    
    Director
    
    March 12, 2009/s/ Roger T. StaubachRoger T. Staubach
    
    Director
    
    March 12, 2009/s/ Donald G. SoderquistDonald G. Soderquist
    
    Director
    
    March 12, 2009/s/ Steven RosenbergSteven Rosenberg
    
    Director
    
    March 12, 2009




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##### Table of Contents



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.




---



##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageCINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets, December 31, 2007 and 2008
    
    
    F-3Consolidated Statements of Operations for the Years Ended December 31, 2006, 2007 and 2008
    
    
    F-4Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the
Years Ended December 31, 2006, 2007 and 2008
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2007 and 2008
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7Schedule
1  Condensed Financial Information of Registrant
    
    
    F-43FINANCIAL STATEMENTS OF 50-PERCENT-OR-LESS-OWNED INVESTEE
    
    
    F-49
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Accounting for Uncertainty
in Income Taxesan interpretation of SFAS No. 109
 Internal ControlIntegrated Framework
  
 F-2




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##### Table of Contents



CINEMARK
HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 December 31,
    
    
    December 31,2007
    
    
    2008ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    338,043
    
    
    $
    349,603Inventories
    
    
    7,000
    
    
    
    8,024Accounts receivable
    
    
    35,368
    
    
    
    24,688Income tax receivable
    
    
    18,339
    
    
    
    8,948Deferred tax asset
    
    
    5,215
    
    
    
    2,799Prepaid expenses and other
    
    
    10,070
    
    
    
    9,319Total current assets
    
    
    414,035
    
    
    
    403,381THEATRE PROPERTIES AND EQUIPMENTLand
    
    
    97,532
    
    
    
    96,718Buildings
    
    
    389,581
    
    
    
    396,028Property under capital lease
    
    
    178,347
    
    
    
    184,248Theatre furniture and equipment
    
    
    558,483
    
    
    
    546,393Leasehold interests and improvements
    
    
    572,081
    
    
    
    539,167Theatres under construction
    
    
    22,481
    
    
    
    2,046Total
    
    
    1,818,505
    
    
    
    1,764,600Less accumulated depreciation and amortization
    
    
    504,439
    
    
    
    556,317Theatre properties and equipment, net
    
    
    1,314,066
    
    
    
    1,208,283OTHER ASSETSGoodwill
    
    
    1,134,689
    
    
    
    1,039,818Intangible assets  net
    
    
    353,047
    
    
    
    341,768Investments in and advances to affiliates
    
    
    3,662
    
    
    
    23,425Deferred charges and other assets  net
    
    
    77,393
    
    
    
    49,033Total other assets
    
    
    1,568,791
    
    
    
    1,454,044TOTAL ASSETS
    
    $
    3,296,892
    
    
    $
    3,065,708LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    9,166
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    4,684
    
    
    
    5,532Current FIN 48 liability
    
    
    
    
    
    
    10,775Accounts payable
    
    
    50,977
    
    
    
    54,596Accrued film rentals
    
    
    42,140
    
    
    
    43,750Accrued interest
    
    
    8,735
    
    
    
    4,343Accrued payroll
    
    
    21,614
    
    
    
    23,995Accrued property taxes
    
    
    23,031
    
    
    
    23,486Accrued other current liabilities
    
    
    57,975
    
    
    
    52,243Total current liabilities
    
    
    218,322
    
    
    
    231,170LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    1,514,579
    
    
    
    1,496,012Capital lease obligations, less current portion
    
    
    116,486
    
    
    
    118,180Deferred tax liability
    
    
    168,475
    
    
    
    135,417Long-term portion FIN 48 liability
    
    
    15,500
    
    
    
    6,748Deferred lease expenses
    
    
    19,235
    
    
    
    23,371Deferred revenue  NCM
    
    
    172,696
    
    
    
    189,847Other long-term liabilities
    
    
    36,214
    
    
    
    40,736Total long-term liabilities
    
    
    2,043,185
    
    
    
    2,010,311COMMITMENTS AND CONTINGENCIES (see Note 22)MINORITY INTERESTS IN SUBSIDIARIES
    
    
    16,182
    
    
    
    12,971STOCKHOLDERS EQUITYCommon stock, $0.001 par value: 300,000,000 shares authorized,
106,983,684 shares issued and outstanding at December 31,
2007 and
108,835,365 shares issued and outstanding at December 31, 2008
    
    
    107
    
    
    
    109Additional paid-in-capital
    
    
    939,327
    
    
    
    962,353Retained earnings (deficit)
    
    
    47,074
    
    
    
    (78,859
    )Accumulated other comprehensive income (loss)
    
    
    32,695
    
    
    
    (72,347
    )Total stockholders equity
    
    
    1,019,203
    
    
    
    811,256TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,296,892
    
    
    $
    3,065,708
  F-3




---



##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2006, 2007 AND 2008
(In thousands, except per share data)
 December 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2007
    
    
    2008REVENUESAdmissions
    
    $
    760,275
    
    
    $
    1,087,480
    
    
    $
    1,126,977Concession
    
    
    375,798
    
    
    
    516,509
    
    
    
    534,836Other
    
    
    84,521
    
    
    
    78,852
    
    
    
    80,474Total revenues
    
    
    1,220,594
    
    
    
    1,682,841
    
    
    
    1,742,287COST OF OPERATIONSFilm rentals and advertising
    
    
    405,987
    
    
    
    589,717
    
    
    
    612,248Concession supplies
    
    
    59,020
    
    
    
    81,074
    
    
    
    86,618Salaries and wages
    
    
    118,616
    
    
    
    173,290
    
    
    
    180,950Facility lease expense
    
    
    161,374
    
    
    
    212,730
    
    
    
    225,595Utilities and other
    
    
    144,808
    
    
    
    191,279
    
    
    
    205,814General and administrative expenses
    
    
    67,768
    
    
    
    79,518
    
    
    
    90,788Termination of profit participation agreement
    
    
    
    
    
    
    6,952
    
    
    
    Depreciation and amortization
    
    
    95,821
    
    
    
    148,781
    
    
    
    155,326Amortization of favorable leases
    
    
    3,649
    
    
    
    2,935
    
    
    
    2,708Impairment of long-lived assets
    
    
    28,537
    
    
    
    86,558
    
    
    
    113,532(Gain) loss on sale of assets and other
    
    
    7,645
    
    
    
    (2,953
    )
    
    
    8,488Total cost of operations
    
    
    1,093,225
    
    
    
    1,569,881
    
    
    
    1,682,067OPERATING INCOME
    
    
    127,369
    
    
    
    112,960
    
    
    
    60,220OTHER INCOME (EXPENSE)Interest expense
    
    
    (109,328
    )
    
    
    (145,596
    )
    
    
    (116,058
    )Interest income
    
    
    7,040
    
    
    
    18,263
    
    
    
    13,265Gain on NCM transaction
    
    
    
    
    
    
    210,773
    
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    9,205
    
    
    
    Foreign currency exchange gain (loss)
    
    
    (258
    )
    
    
    438
    
    
    
    986Gain (loss) on early retirement of debt
    
    
    (8,283
    )
    
    
    (13,456
    )
    
    
    1,698Distributions from NCM
    
    
    
    
    
    
    11,499
    
    
    
    18,838Dividend income
    
    
    101
    
    
    
    50
    
    
    
    49Equity in loss of affiliates
    
    
    (1,646
    )
    
    
    (2,462
    )
    
    
    (2,373
    )Minority interests in income of subsidiaries
    
    
    (1,469
    )
    
    
    (792
    )
    
    
    (3,895
    )Total other income (expense)
    
    
    (113,843
    )
    
    
    87,922
    
    
    
    (87,490
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    13,526
    
    
    
    200,882
    
    
    
    (27,270
    )Income taxes
    
    
    12,685
    
    
    
    111,962
    
    
    
    21,055NET INCOME (LOSS)
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )EARNINGS (LOSS) PER SHARE  Basic
    
    $
    0.01
    
    
    $
    0.87
    
    
    $
    (0.45
    )EARNINGS (LOSS) PER SHARE  Diluted
    
    $
    0.01
    
    
    $
    0.85
    
    
    $
    (0.45
    )
  F-4




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2006, 2007 AND 2008
(In thousands)
 AccumulatedCommon Stock
    
    
    Additional
    
    
    Retained
    
    
    OtherShares
    
    
    
    
    
    
    Paid-in
    
    
    Earnings
    
    
    Comprehensive
    
    
    
    
    
    
    ComprehensiveIssued
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Total
    
    
    Income (Loss)Balance at January 1, 2006
    
    
    82,531
    
    
    $
    83
    
    
    $
    532,544
    
    
    $
    (8,533
    )
    
    $
    (4,745
    )
    
    $
    519,349Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    841
    
    
    
    
    
    
    
    841
    
    
    $
    841Issuance of stock  Century Acquisition
    
    
    10,025
    
    
    
    10
    
    
    
    149,990
    
    
    
    
    
    
    
    
    
    
    
    150,000Exercise of stock options
    
    
    5
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    35Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    2,864
    
    
    
    
    
    
    
    
    
    
    
    2,864Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,208
    
    
    
    16,208
    
    
    
    16,208Balance at December 31, 2006
    
    
    92,561
    
    
    $
    93
    
    
    $
    685,433
    
    
    $
    (7,692
    )
    
    $
    11,463
    
    
    $
    689,297
    
    
    $
    17,049Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,920
    
    
    
    
    
    
    
    88,920
    
    
    $
    88,920Tax adjustment related to the adoption of FIN48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,093
    )
    
    
    
    
    
    
    (1,093
    )Issuance of stock for initial public offering, net of fees
    
    
    13,889
    
    
    
    14
    
    
    
    245,835
    
    
    
    
    
    
    
    
    
    
    
    245,849Issuance of restricted stock
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options, net of equity award repurchase
    
    
    512
    
    
    
    
    
    
    
    3,625
    
    
    
    
    
    
    
    
    
    
    
    3,625Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    3,081
    
    
    
    
    
    
    
    
    
    
    
    3,081Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    
    
    
    
    1,353Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,061
    )
    
    
    
    
    
    
    (33,061
    )Fair value
adjustments on interest rate swap agreements, net of taxes of $7,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,348
    )
    
    
    (11,348
    )
    
    
    (11,348
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,580
    
    
    
    32,580
    
    
    
    32,580Balance at December 31, 2007
    
    
    106,984
    
    
    $
    107
    
    
    $
    939,327
    
    
    $
    47,074
    
    
    $
    32,695
    
    
    $
    1,019,203
    
    
    $
    110,152Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,325
    )
    
    
    
    
    
    
    (48,325
    )
    
    $
    (48,325
    )Issuance of restricted stock, net of restricted stock forfeitures
    
    
    385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    169
    
    
    
    
    
    
    
    1,292
    
    
    
    
    
    
    
    
    
    
    
    1,292Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    5,113
    
    
    
    
    
    
    
    
    
    
    
    5,113Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    474Issuance of shares as a result of Central America share exchange
    
    
    903
    
    
    
    1
    
    
    
    12,948
    
    
    
    
    
    
    
    
    
    
    
    12,949Issuance of shares as a result of Ecuador share exchange
    
    
    394
    
    
    
    1
    
    
    
    3,199
    
    
    
    
    
    
    
    
    
    
    
    3,200Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77,534
    )
    
    
    
    
    
    
    (77,534
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Fair value
adjustments on interest rate swap agreements, net of taxes of $2,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,063
    )
    
    
    (22,063
    )
    
    
    (22,063
    )Amortizaton of accumulated other comprehensive loss on
terminated swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,351
    
    
    
    1,351
    
    
    
    1,351Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,330
    )
    
    
    (84,330
    )
    
    
    (84,330
    )Balance at December 31, 2008
    
    
    108,835
    
    
    $
    109
    
    
    $
    962,353
    
    
    $
    (78,859
    )
    
    $
    (72,347
    )
    
    $
    811,256
    
    
    $
    (153,367
    )
  F-5




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2007 AND 2008
(In thousands)
 2006
    
    
    2007
    
    
    2008OPERATING ACTIVITIESNet income (loss)
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )Adjustments to reconcile net income (loss) to cash provided by operating activities:Depreciation
    
    
    90,081
    
    
    
    144,629
    
    
    
    151,425Amortization of intangible and other assets
    
    
    9,389
    
    
    
    7,087
    
    
    
    6,609Amortization of long-term prepaid rents
    
    
    1,013
    
    
    
    1,146
    
    
    
    1,717Amortization of debt issue costs
    
    
    3,342
    
    
    
    4,727
    
    
    
    4,696Amortization of deferred revenues, deferred lease incentives and other
    
    
    (424
    )
    
    
    (2,508
    )
    
    
    (3,735
    )Amortization of debt premium
    
    
    (3,096
    )
    
    
    (678
    )
    
    
    Amortization of accumulated other comprehensive loss related to interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    1,351Impairment of long-lived assets
    
    
    28,537
    
    
    
    86,558
    
    
    
    113,532Share based awards compensation expense
    
    
    2,864
    
    
    
    3,081
    
    
    
    5,113Gain on NCM transaction
    
    
    
    
    
    
    (210,773
    )
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    (9,205
    )
    
    
    (Gain) loss on sale of assets and other
    
    
    7,645
    
    
    
    (2,953
    )
    
    
    8,488Gain on change in fair value of interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    (5,422
    )Write-off unamortized debt issue costs and debt premium
related to the early retirement of debt
    
    
    5,811
    
    
    
    (15,661
    )
    
    
    839Accretion of interest on senior discount notes
    
    
    40,425
    
    
    
    41,423
    
    
    
    40,294Deferred lease expenses
    
    
    4,717
    
    
    
    5,979
    
    
    
    4,350Deferred income tax expenses
    
    
    (7,011
    )
    
    
    (34,614
    )
    
    
    (25,975
    )Equity in loss of affiliates
    
    
    1,646
    
    
    
    2,462
    
    
    
    2,373Minority interests in income of subsidiaries
    
    
    1,469
    
    
    
    792
    
    
    
    3,895Tax benefit related to stock option exercises
    
    
    
    
    
    
    1,353
    
    
    
    474Interest paid on repurchased senior discount notes
    
    
    (5,381
    )
    
    
    (16,592
    )
    
    
    (15,186
    )Increase in deferred revenues related to NCM transaction
    
    
    
    
    
    
    174,001
    
    
    
    Increase in deferred revenues related to Fandango transaction
    
    
    
    
    
    
    5,000
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    644Changes in other assets and liabilities
    
    
    (26,206
    )
    
    
    1,862
    
    
    
    10,137Net cash provided by operating activities
    
    
    155,662
    
    
    
    276,036
    
    
    
    257,294INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (107,081
    )
    
    
    (146,304
    )
    
    
    (106,109
    )Proceeds from sale of theatre properties and equipment
    
    
    6,446
    
    
    
    37,532
    
    
    
    2,539Increase in escrow deposit due to like-kind exchange
    
    
    
    
    
    
    (22,739
    )
    
    
    (2,089
    )Return of escrow deposits
    
    
    
    
    
    
    
    
    
    
    24,828Acquisition of Century Theatres, Inc., net of cash acquired
    
    
    (531,383
    )
    
    
    
    
    
    
    Acquisition of one theatre in the U.S. and two theatres in Brazil
    
    
    
    
    
    
    
    
    
    
    (10,111
    )Net proceeds from sale of NCM stock
    
    
    
    
    
    
    214,842
    
    
    
    Net proceeds from sale of Fandango stock
    
    
    
    
    
    
    11,347
    
    
    
    Investment in joint venture  DCIP
    
    
    
    
    
    
    (1,500
    )
    
    
    (4,000
    )Other
    
    
    271
    
    
    
    
    
    
    
    Net cash provided by (used for) investing activities
    
    
    (631,747
    )
    
    
    93,178
    
    
    
    (94,942
    )FINANCING ACTIVITIESNet proceeds from initial public offering
    
    
    
    
    
    
    245,849
    
    
    
    Proceeds from stock option exercises
    
    
    35
    
    
    
    3,625
    
    
    
    1,292Dividends paid to stockholders
    
    
    
    
    
    
    (33,061
    )
    
    
    (77,534
    )Retirement of senior discount notes
    
    
    (24,950
    )
    
    
    (43,136
    )
    
    
    (29,559
    )Retirement of senior subordinated notes
    
    
    (10,000
    )
    
    
    (332,066
    )
    
    
    (3
    )Proceeds from senior secured credit facility
    
    
    1,120,000
    
    
    
    
    
    
    
    Proceeds from other long-term debt
    
    
    2,330
    
    
    
    
    
    
    
    Payoff of long-term debt assumed in Century acquisition
    
    
    (360,000
    )
    
    
    
    
    
    
    Payoff of former senior secured credit facility
    
    
    (253,500
    )
    
    
    
    
    
    
    Repayments of other long-term debt
    
    
    (8,895
    )
    
    
    (19,438
    )
    
    
    (10,430
    )Payments on capital leases
    
    
    (839
    )
    
    
    (3,759
    )
    
    
    (4,901
    )Debt issue costs
    
    
    (22,926
    )
    
    
    
    
    
    
    Termination of interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    (12,725
    )Other
    
    
    (1,278
    )
    
    
    (1,729
    )
    
    
    (1,231
    )Net cash provided by (used for) financing activities
    
    
    439,977
    
    
    
    (183,715
    )
    
    
    (135,091
    )EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
    
    
    1,008
    
    
    
    5,445
    
    
    
    (15,701
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (35,100
    )
    
    
    190,944
    
    
    
    11,560CASH AND CASH EQUIVALENTS:Beginning of year
    
    
    182,199
    
    
    
    147,099
    
    
    
    338,043End of year
    
    $
    147,099
    
    
    $
    338,043
    
    
    $
    349,603
   F-6




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business
 Basis of Presentation 
 Principles of Consolidation
 Cash and Cash Equivalents
 Inventories
 Theatre Properties and Equipment
 Category
    
    Useful LifeBuildings on owned land
    
    40 yearsBuildings on leased land
    
    Lesser of lease term or useful lifeBuildings under capital lease
    
    Lesser of lease term or useful lifeTheatre furniture and equipment
    
    5 to 15 yearsLeasehold improvements
    
    Lesser of lease term or useful life
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  F-7




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Goodwill and Other Intangible Assets Goodwill and Other Intangible
Assets
 F-8




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   Intangible Asset
    
    Amortization MethodGoodwill
    
    Indefinite-livedTradename
    
    Indefinite-livedCapitalized licensing fees
    
    Straight-line method over 15 years. The
remaining terms of the underlying agreements
range from 6 to 11 years.Vendor contracts
    
    Straight-line method over the terms of the
underlying contracts. The remaining terms of
the underlying contracts range from 1 to 14
years.Net favorable leases
    
    Based on the pattern in which the economic
benefits are realized over the terms of the
lease agreements. The remaining terms of the
lease agreements range from 1 to 28 years.Other intangible assets
    
    Straight-line method over the terms of the
underlying agreement. The remaining term of the
underlying agreement is 10 years.
 Deferred Charges and Other Assets
 Lease Accounting Accounting for Leases" Accounting for Operating Leases with Scheduled Rent Increases" The Effect of Lessee Involvement in Asset Construction" Accounting for
Leases: Sale-leaseback Transactions Involving Real Estate"
 Deferred Revenues
 Revenue and Expense Recognition
 F-9




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   Accounting for Share Based Awards Share
Based Payment
  Income Taxes  Accounting for
Uncertainty in Income Taxes  an interpretation of SFAS No. 109 Accounting for Income Taxes"
 F-10




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Segments Disclosures About Segments of an Enterprise and Related Information.
 Use of Estimates
 Foreign Currency Translations
 Fair Value Measurements Fair Value Measurements
 Beginning balance   January 1, 2008
    
    $
    (18,422
    )Total gains (losses):Included in earnings (as component of interest expense)
    
    
    5,422Included in accumulated other comprehensive loss
    
    
    (24,506
    )Settlements
    
    
    12,725Ending balance  December 31, 2008
    
    $
    (24,781
    )
  Acquisitions Business Combinations
 Comprehensive Income (Loss) 
 F-11




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 2. NEW ACCOUNTING PRONOUNCEMENTS
 Fair Value Measurements.
 The Fair Value Option for Financial Assets
and Financial Liabilities.
 Business Combinations
 Noncontrolling Interest in Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133
 F-12




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Determining Whether Instruments Granted in Share Based Payment Transactions Are Participating
Securities
 3. INITIAL PUBLIC OFFERING OF COMMON STOCK
 3 4 3 4 3 4 3 4
 F-13




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 4. EARNINGS PER SHARE
  Year Ended December 31,2006
    
    2007
    
    2008Net income (loss)
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )Basic:Weighted average common shares outstanding (in 000s)
    
    
    84,948
    
    
    
    102,177
    
    
    
    107,341Net income (loss) per common share
    
    $
    0.01
    
    
    $
    0.87
    
    
    $
    (0.45
    )Diluted:Weighted average common shares outstanding (in 000s)
    
    
    84,948
    
    
    
    102,177
    
    
    
    107,341Common equivalent shares for stock options (in 000s)
    
    
    1,670
    
    
    
    2,543
    
    
    
    Common equivalent shares for restricted stock and restricted stock
units (in 000s)
    
    
    
    
    
    
    
    
    
    
    Weighted average common and common equivalent shares
outstanding (in 000s)
    
    
    86,618
    
    
    
    104,720
    
    
    
    107,341Net income (loss) per common and common equivalent share
    
    $
    0.01
    
    
    $
    0.85
    
    
    $
    (0.45
    )
  5. DIVIDEND PAYMENTS
  Amount perDate
    
    Date of
    
    
    Date
    
    
    Common
    
    
    TotalDeclared
    
    Record
    
    
    Paid
    
    
    Share(1)
    
    
    Dividends(2)08/13/07
    
    
    09/04/07
    
    
    
    09/18/07
    
    
    $
    0.13
    
    
    $
    13,84011/12/07
    
    
    12/03/07
    
    
    
    12/18/07
    
    
    $
    0.18
    
    
    $
    19,221Total - 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,06102/26/08
    
    
    03/06/08
    
    
    
    03/14/08
    
    
    $
    0.18
    
    
    $
    19,27005/09/08
    
    
    05/30/08
    
    
    
    06/12/08
    
    
    $
    0.18
    
    
    $
    19,35308/07/08
    
    
    08/25/08
    
    
    
    09/12/08
    
    
    $
    0.18
    
    
    $
    19,37011/06/08
    
    
    11/26/08
    
    
    
    12/11/08
    
    
    $
    0.18
    
    
    $
    19,615Total - 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77,608
 
 (1)
    
    The dividend paid on September 18, 2007 was based
on a quarterly dividend rate of $0.18 per common share,
prorated based on the April 24, 2007 closing date of the
Companys initial public offering.(2)
    
    Of the $77,608 of dividends
recorded during 2008, $74 was related to outstanding
restricted stock units and will not be paid until such
units vest. See Note 19. F-14




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 6. ACQUISITION OF CENTURY THEATRES, INC. AND RELATED REFINANCING OF CERTAIN LONG-TERM DEBT
  Business Combinations
 Current assets (1)
    
    $
    32,635Fixed assets
    
    
    548,451Goodwill
    
    
    640,436Tradename
    
    
    136,000Other long term assets
    
    
    4,956Net unfavorable leases
    
    
    (9,360
    )Current liabilities
    
    
    (74,488
    )Other long term liabilities
    
    
    (229,957
    )Total
    
    $
    1,048,673
 
 (1)
    
    Includes cash of $7,290.    F-15




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Pro FormaYear EndedDecember 31, 2006(unaudited)RevenuesAdmissions
    
    $
    1,029,881Concession
    
    
    487,416Other
    
    
    94,807Total revenues
    
    $
    1,612,104Cost of operationsFilm rentals and advertising
    
    
    546,144Concession supplies
    
    
    75,359Salaries and wages
    
    
    160,689Facility lease expense
    
    
    206,950Utilities and other
    
    
    184,699General and administrative expenses (1)
    
    
    84,619Depreciation and amortization (2)(3)
    
    
    141,416Impairment of long-lived assets
    
    
    28,943Loss on sale of assets and other
    
    
    7,706Total cost of operations
    
    
    1,436,525Operating income
    
    
    175,579Interest expense (4)
    
    
    (168,051
    )Other expense
    
    
    (4,556
    )Income before income taxes
    
    
    2,972Income taxes (5)
    
    
    6,520Net loss
    
    $
    (3,548
    )Basic and diluted net loss per share
    
    $
    (0.04
    )
 
 (1)
    
    Gives effect to the elimination of change of control
payments of $15,672 to Centurys management for the year ended December 31,
2006.(2)
    
    Reflects increase in depreciation related to the fair value of the
theatre properties and equipment recorded pursuant to purchase accounting for
the Century Acquisition.(3)
    
    Reflects the amortization associated with intangible assets recorded
pursuant to purchase accounting for the Century Acquisition.(4)
    
    Reflects interest expense and amortization of debt issue costs
resulting from the changes to the Companys debt structure pursuant to the
Century Acquisition.(5)
    
    Reflects the tax effect of the aforementioned proforma adjustments
at the Companys statutory income tax rate of 39%. 7. INVESTMENT IN NATIONAL CINEMEDIA LLC AND TRANSACTION RELATED TO ITS INITIAL PUBLIC OFFERING
  F-16




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
      F-17




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
      Year Ended December 31,2006
    
    2007
    
    2008Other revenue
    
    $
    29,388
    
    
    $
    5,664
    
    
    $
    1,764Equity income (loss)
    
    $
    (1,705
    )
    
    $
    (1,284
    )
    
    $
    840Distributions from NCM
    
    $
    
    
    
    $
    11,499
    
    
    $
    18,838
 As of December 31,2007
    
    2008Accounts receivable from NCM
    
    $
    225
    
    
    $
    228
 8. INVESTMENT IN DIGITAL CINEMA IMPLEMENTATION PARTNERS
   F-18




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 9. SALE OF INVESTMENT IN FANDANGO, INC.
    10. SHARE EXCHANGES WITH MINORITY PARTNERS
   Net unfavorable leases
    
    $
    (443
    )Vendor contract
    
    
    1,034Tradename
    
    
    892Goodwill
    
    
    8,222Reduction of minority interest liability
    
    
    3,246$
    12,951
   F-19




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
    Net unfavorable leases
    
    $
    (161
    )Tradename
    
    
    313Goodwill
    
    
    1,473Reduction of minority interest liability
    
    
    1,575$
    3,200
  11. GOODWILL AND OTHER INTANGIBLE ASSETS  NET
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    TotalBalance at January 1, 2007
    
    $
    1,056,816
    
    
    $
    148,607
    
    
    $
    1,205,423Purchase price allocation adjustment for Century Acquisition (1)
    
    
    (18,109
    )
    
    
    
    
    
    
    (18,109
    )Impairment charges
    
    
    (60,154
    )
    
    
    (7,571
    )
    
    
    (67,725
    )Foreign currency translation adjustment and other (2)
    
    
    595
    
    
    
    14,505
    
    
    
    15,100Balance at December 31, 2007
    
    $
    979,148
    
    
    $
    155,541
    
    
    $
    1,134,689Impairment charges
    
    
    (78,579
    )
    
    
    
    
    
    
    (78,579
    )Acquisition of one U.S. theatre (3)
    
    
    2,892
    
    
    
    
    
    
    
    2,892Acquisition of two Brazil theatres (4)
    
    
    
    
    
    
    2,247
    
    
    
    2,247Central America share exchange (5)
    
    
    
    
    
    
    8,222
    
    
    
    8,222Ecuador share exchange (5)
    
    
    
    
    
    
    1,473
    
    
    
    1,473Foreign currency translation adjustments
    
    
    
    
    
    
    (31,126
    )
    
    
    (31,126
    )Balance at December 31, 2008
    
    $
    903,461
    
    
    $
    136,357
    
    
    $
    1,039,818
 
 (1)
    
    See Note 6 regarding the acquisition of Century Theatres, Inc.(2)
    
    U.S. operating segment includes one theatre located in Canada.(3)
    
    The Company acquired one theatre in the U.S. during 2008 for approximately
$5,011, which resulted in an allocation of $2,892 to goodwill and $2,119 to theatre
properties and equipment.(4)
    
    The Company acquired two theatres in Brazil during 2008 for approximately $5,100
which resulted in a preliminary allocation of $2,247 to goodwill, $2,368 to theatre
properties and equipment, and $485 to intangible assets.(5)
    
    See Note 10. F-20




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  ForeignCurrencyTranslationBalance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustments
    
    Balance atDecember 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    and
    
    December 31,2007
    
    Additions(1)
    
    Amortization
    
    Impairment
    
    Other
    
    2008Intangible assets with finite lives:Capitalized licensing fees:Gross carrying amount
    
    $
    5,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,138Accumulated amortization
    
    
    (1,565
    )
    
    
    
    
    
    
    (426
    )
    
    
    
    
    
    
    
    
    
    
    (1,991
    )Net carrying amount
    
    $
    3,573
    
    
    
    
    
    
    
    (426
    )
    
    
    
    
    
    
    
    
    
    $
    3,147Vendor contracts:Gross carrying amount
    
    
    56,973
    
    
    
    1,519
    
    
    
    
    
    
    
    
    
    
    
    (2,652
    )
    
    
    55,840Accumulated amortization
    
    
    (23,342
    )
    
    
    
    
    
    
    (3,322
    )
    
    
    
    
    
    
    
    
    
    
    (26,664
    )Net carrying amount
    
    $
    33,631
    
    
    
    1,519
    
    
    
    (3,322
    )
    
    
    
    
    
    
    (2,652
    )
    
    $
    29,176Net favorable leases:Gross carrying amount
    
    
    20,691
    
    
    
    (604
    )
    
    
    
    
    
    
    (577
    )
    
    
    (1,857
    )
    
    
    17,653Accumulated amortization
    
    
    (15,581
    )
    
    
    
    
    
    
    (2,708
    )
    
    
    257
    
    
    
    681
    
    
    
    (17,351
    )Net carrying amount
    
    $
    5,110
    
    
    
    (604
    )
    
    
    (2,708
    )
    
    
    (320
    )
    
    
    (1,176
    )
    
    $
    302Other intangible assets:Gross carrying amount
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    65Accumulated amortization
    
    
    (20
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    (24
    )Net carrying amount
    
    $
    49
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )
    
    $
    41Total net intangible assets with finite
lives
    
    $
    42,363
    
    
    
    915
    
    
    
    (6,460
    )
    
    
    (320
    )
    
    
    (3,832
    )
    
    $
    32,666Intangible assets with indefinite lives:Tradename
    
    
    310,681
    
    
    
    1,205
    
    
    
    
    
    
    
    
    
    
    
    (2,784
    )
    
    
    309,102Other unamortized intangible assets
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    Total intangible assets  net
    
    $
    353,047
    
    
    
    2,120
    
    
    
    (6,460
    )
    
    
    (323
    )
    
    
    (6,616
    )
    
    $
    341,768
 
 (1)
    
    Includes approximately $485 of vendor contracts recorded as a result of the
acquisition of two theatres in Brazil during 2008. Includes approximately $1,034 of vendor
contracts, $443 of net unfavorable leases and $892 of tradename recorded as a result of the
Central America Share Exchange (see Note 10). Includes approximately $161 of net unfavorable
leases and $313 of tradename recorded as a result of the Ecuador Share Exchange (see Note 10).  For the year ended December 31, 2009
    
    $
    5,270For the year ended December 31, 2010
    
    
    5,057For the year ended December 31, 2011
    
    
    4,617For the year ended December 31, 2012
    
    
    3,731For the year ended December 31, 2013
    
    
    3,001Thereafter
    
    
    10,990Total
    
    $
    32,666
 F-21




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 12. IMPAIRMENT OF LONG-LIVED ASSETS
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  Year Ended December 31,2006
    
    2007
    
    2008United States theatre properties
    
    $
    9,467
    
    
    $
    12,423
    
    
    $
    27,761International theatre properties
    
    
    4,142
    
    
    
    1,799
    
    
    
    6,869Subtotal
    
    $
    13,609
    
    
    $
    14,222
    
    
    $
    34,630Intangible assets (see Note 11)
    
    
    1,334
    
    
    
    4,611
    
    
    
    323Goodwill (see Note 11)
    
    
    13,594
    
    
    
    67,725
    
    
    
    78,579Impairment of long-lived assets
    
    $
    28,537
    
    
    $
    86,558
    
    
    $
    113,532
 13. DEFERRED CHARGES AND OTHER ASSETS  NET
  Balance at December 31,2007
    
    
    2008Debt issue costs
    
    $
    37,660
    
    
    $
    37,422Less: Accumulated amortization
    
    
    (9,522
    )
    
    
    (14,218
    )Subtotal
    
    
    28,138
    
    
    
    23,204Long-term prepaid rents
    
    
    17,457
    
    
    
    16,833Construction advances and other deposits
    
    
    24,080
    
    
    
    1,677Equipment to be placed in service
    
    
    4,821
    
    
    
    5,413Other
    
    
    2,897
    
    
    
    1,906Total
    
    $
    77,393
    
    
    $
    49,033
 3 4
  F-22




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 14. LONG-TERM DEBT
  Balance at December 31,2007
    
    2008Cinemark USA, Inc. term loan
    
    $
    1,101,686
    
    
    $
    1,094,800Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    415,768
    
    
    
    411,318Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    184
    
    
    
    181Other long-term debt
    
    
    6,107
    
    
    
    2,163Total long-term debt
    
    
    1,523,745
    
    
    
    1,508,462Less current portion
    
    
    9,166
    
    
    
    12,450Long-term debt, less current portion
    
    $
    1,514,579
    
    
    $
    1,496,012
 Senior Discount Notes
 3 4 9 3/4%
 9
3/4%
 9
3/4%
 9
3/4%
 9
3/4% 9
3/4% 3 4
  3 4
 F-23




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  3 4
 Senior Secured Credit Facility
     F-24




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   3 4
  Former Senior Secured Credit Facility
  Senior Subordinated Notes
   F-25




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
     Covenant Compliance and Debt Maturity
  2009
    
    $
    12,4502010
    
    
    12,1132011
    
    
    11,2002012
    
    
    271,6002013
    
    
    789,781Thereafter
    
    
    419,403Total
    
    $
    1,516,547
   F-26




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 15. INTEREST RATE SWAP AGREEMENTS
 Accounting for Derivative Instruments and Hedging Activities.
     F-27




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 16. FOREIGN CURRENCY TRANSLATION
       17. INVESTMENTS IN AND ADVANCES TO AFFILIATES
  December 31,2007
    
    2008Investment in National CineMedia LLC  investment, at equity
    
    $
    
    
    
    $
    19,141Investment in DCIP  investment at equity  33% interest
    
    
    260
    
    
    
    1,017Cinemark  Core Pacific, Ltd. (Taiwan)  investment, at
cost  14% interest
    
    
    1,383
    
    
    
    1,383Other
    
    
    2,019
    
    
    
    1,884Total
    
    $
    3,662
    
    
    $
    23,425
  F-28




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   18. MINORITY INTERESTS IN SUBSIDIARIES
  December 31,2007
    
    2008Cinemark Partners II  49.2% interest
    
    $
    8,260
    
    
    $
    8,114Cinemark Equity Holdings Corp. (Central America)
    
    
    2,344
    
    
    
    181Cinemark Colombia, S.A.  49.0% interest
    
    
    2,766
    
    
    
    3,105Greeley Ltd.  49.0% interest
    
    
    1,244
    
    
    
    1,015Cinemark del Ecuador, S.A.
    
    
    1,196
    
    
    
    Cinemark de Mexico, S.A. de C.V.  0.6% interest
    
    
    326
    
    
    
    203Others
    
    
    46
    
    
    
    353Total
    
    $
    16,182
    
    
    $
    12,971
   19. CAPITAL STOCK
 Common 
  F-29




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
    Share Based Awards 
      F-30




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Stock Options 
  September 30,
    
    January 28,2004
    
    2005Grant
    
    GrantExpected life
    
    6.5 years
    
    
    6.5 yearsExpected volatility(1)
    
    
    39
    %
    
    
    44
    %Risk-free interest rate
    
    
    3.79
    %
    
    
    3.93
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Grant date fair value
    
    $
    3.51
    
    
    $
    3.80
 
 (1)
    
    Expected volatility is based on historical volatility of the common
stock price of comparable public companies.   Year Ended
    
    Year Ended
    
    Year EndedDecember 31, 2006
    
    December 31, 2007
    
    December 31, 2008Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    Aggregate IntrinsicShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    Price
    
    ValueOutstanding at January 1
    
    
    6,998,786
    
    
    $
    7.63
    
    
    
    6,980,593
    
    
    $
    7.63
    
    
    
    6,323,429
    
    
    $
    7.63Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (13,590
    )
    
    $
    7.63
    
    
    
    (112,416
    )
    
    $
    7.63
    
    
    
    (14,492
    )
    
    $
    7.63Exercised
    
    
    (4,603
    )
    
    $
    7.63
    
    
    
    (544,748
    )
    
    $
    7.63
    
    
    
    (169,267
    )
    
    $
    7.63Outstanding at December 31
    
    
    6,980,593
    
    
    $
    7.63
    
    
    
    6,323,429
    
    
    $
    7.63
    
    
    
    6,139,670
    
    
    $
    7.63
    
    
    $
    (1,228
    )Vested options at
December 31
    
    
    3,834,295
    
    
    $
    7.63
    
    
    
    4,647,460
    
    
    $
    7.63
    
    
    
    5,809,343
    
    
    $
    7.63
    
    
    $
    (1,162
    )
    F-31




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   Weighted AverageGrant DateNonvested Stock Options
    
    Shares
    
    Fair ValueOutstanding at January 1, 2008
    
    
    1,675,969
    
    
    $
    3.51Granted
    
    
    
    
    
    
    Vested
    
    
    (1,331,150
    )
    
    $
    3.51Forfeited
    
    
    (14,492
    )
    
    $
    3.51Outstanding at December 31, 2008(1)
    
    
    330,327
    
    
    $
    3.51
 
 (1)
 Restricted Stock
   WeightedAverageYear Ended December 31,
    
    Grant Date2006
    
    2007
    
    2008
    
    Fair ValueOutstanding at January 1
    
    
    
    
    
    
    
    
    
    
    21,880
    
    
    $
    18.28Granted
    
    
    
    
    
    
    21,880
    
    
    
    392,317
    
    
    $
    13.32Vested
    
    
    
    
    
    
    
    
    
    
    (22,032
    )
    
    $
    18.24Forfeited
    
    
    
    
    
    
    
    
    
    
    (6,499
    )
    
    $
    13.14Outstanding at December
31
    
    
    
    
    
    
    21,880
    
    
    
    385,666
   F-32




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Restricted Stock Units
  Number ofShares
    
    Value atVesting
    
    Grantat IRR of at least 8.5%
    
    
    68,116
    
    
    $
    885at IRR of at least 10.5%
    
    
    136,239
    
    
    $
    1,771at IRR of at least 12.5%
    
    
    204,361
    
    
    $
    2,656
  F-33




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 20. SUPPLEMENTAL CASH FLOW INFORMATION
  Year Ended December 31,2006
    
    2007
    
    2008Cash paid for interest
    
    $
    65,716
    
    
    $
    132,029
    
    
    $
    94,533Cash paid for income taxes, net of refunds received
    
    $
    27,044
    
    
    $
    139,443
    
    
    $
    36,203Noncash investing and financing activities:Change in construction lease obligations related to construction of theatres
    
    $
    395
    
    
    $
    (2,546
    )
    
    $
    Changes in accounts payable and accrued expenses for the acquisition of
theatre properties and equipment (1)
    
    $
    3,662
    
    
    $
    (9,754
    )
    
    $
    3,723Exchange of theatre properties
    
    $
    5,400
    
    
    $
    
    
    
    $
    Theatre properties and equipment acquired under capital lease
    
    $
    
    
    
    $
    9,102
    
    
    $
    7,911Issuance of common stock as a result of the Century Acquisition (See Note 6)
    
    $
    150,000
    
    
    $
    
    
    
    $
    Issuance of common stock as a result of the Central America Share Exchange
(See Note 10)
    
    $
    
    
    
    $
    
    
    
    $
    12,949Issuance of common stock as a result of the Ecuador Share Exchange
(See Note 10)
    
    $
    
    
    
    $
    
    
    
    $
    3,200Investment in NCM (See Note 7)
    
    $
    
    
    
    $
    
    
    
    $
    19,020Dividends accrued on unvested restricted stock unit awards (See Note 19)
    
    $
    
    
    
    $
    
    
    
    $
    (74
    )
 
 (1)
    
    Additions to theatre properties and equipment included in accounts payable as of December 31, 2007 and 2008 were $10,266 and $13,989, respectively.  F-34




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 21. INCOME TAXES
  Year Ended December 31,2006
    
    2007
    
    2008Income (loss) before income taxes:U.S.
    
    $
    7,315
    
    
    $
    188,117
    
    
    $
    (54,392
    )Foreign
    
    
    6,211
    
    
    
    12,765
    
    
    
    27,122Total
    
    $
    13,526
    
    
    $
    200,882
    
    
    $
    (27,270
    )Current:Federal
    
    $
    19,280
    
    
    $
    123,754
    
    
    $
    37,681Foreign
    
    
    2,416
    
    
    
    5,519
    
    
    
    4,620State
    
    
    868
    
    
    
    17,304
    
    
    
    4,729Total current expense
    
    
    22,564
    
    
    
    146,577
    
    
    
    47,030Deferred:Federal
    
    
    (14,532
    )
    
    
    (33,103
    )
    
    
    (28,138
    )Foreign
    
    
    4,354
    
    
    
    286
    
    
    
    7,330State
    
    
    299
    
    
    
    (1,798
    )
    
    
    (5,167
    )Total deferred expense
    
    
    (9,879
    )
    
    
    (34,615
    )
    
    
    (25,975
    )Income tax expense
    
    $
    12,685
    
    
    $
    111,962
    
    
    $
    21,055
  Year Ended December 31,2006
    
    2007
    
    2008Computed normal tax expense (benefit)
    
    $
    4,734
    
    
    $
    70,309
    
    
    $
    (9,544
    )Goodwill
    
    
    4,722
    
    
    
    23,050
    
    
    
    27,503Foreign inflation adjustments
    
    
    1,803
    
    
    
    (620
    )
    
    
    464State and local income taxes, net of federal income tax impact
    
    
    759
    
    
    
    10,078
    
    
    
    (2,506
    )Foreign losses not benefited and other changes in valuation allowance
    
    
    1,926
    
    
    
    (536
    )
    
    
    1,459Foreign tax rate differential
    
    
    946
    
    
    
    3,721
    
    
    
    1,537Foreign dividends, including Section 965
    
    
    578
    
    
    
    1,405
    
    
    
    2,084Other  net
    
    
    (2,783
    )
    
    
    4,555
    
    
    
    58Income taxes
    
    $
    12,685
    
    
    $
    111,962
    
    
    $
    21,055
  F-35




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Deferred Income Taxes
  December 31,2007
    
    2008Deferred liabilities:Theatre properties and equipment
    
    $
    128,191
    
    
    $
    105,079Deferred intercompany sales
    
    
    13,719
    
    
    
    14,543Intangible asset  contracts
    
    
    11,505
    
    
    
    9,545Intangible asset  tradenames
    
    
    117,197
    
    
    
    114,379Intangible asset  net favorable leases
    
    
    1,731
    
    
    
    354Investment in partnerships
    
    
    36,216
    
    
    
    36,364Total deferred liabilities
    
    
    308,559
    
    
    
    280,264Deferred assets:Deferred lease expenses
    
    
    7,375
    
    
    
    11,923Theatre properties and equipment
    
    
    7,248
    
    
    
    9,693Deferred revenue  NCM and Fandango
    
    
    67,961
    
    
    
    65,613Capital lease obligations
    
    
    46,194
    
    
    
    46,098Bonds
    
    
    (989
    )
    
    
    Interest rate swaps agreements
    
    
    7,074
    
    
    
    9,515Debt issue costs
    
    
    557
    
    
    
    Tax loss carryforwards
    
    
    14,359
    
    
    
    12,342Alternative minimum tax and other credit carryforwards
    
    
    2,903
    
    
    
    3,606Other expenses, not currently deductible for tax purposes
    
    
    2,489
    
    
    
    2,319Total deferred assets
    
    
    155,171
    
    
    
    161,109Net deferred income tax liability before valuation allowance
    
    
    153,388
    
    
    
    119,155Valuation allowance against deferred assets
    
    
    9,872
    
    
    
    13,463Net deferred income tax liability
    
    $
    163,260
    
    
    $
    132,618Net deferred tax liability  Foreign
    
    $
    11,542
    
    
    $
    16,645Net deferred tax liability  U.S.
    
    
    151,718
    
    
    
    115,973Total
    
    $
    163,260
    
    
    $
    132,618
   F-36




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Uncertain Tax Positions
  Balance at January 1, 2007
    
    $
    10,512Gross increases  tax positions in prior period
    
    
    1,432Gross increases  current-period tax positions
    
    
    549Balance at December 31, 2007
    
    $
    12,493Gross increases  tax positions in prior period
    
    
    37Gross decreases  tax positions in prior period
    
    
    (166
    )Gross increases  current-period tax positions
    
    
    2,397Gross decreases  current-period tax positions
    
    
    (752
    )Reductions due to lapse in statute of limitations
    
    
    (33
    )Balance at December 31, 2008
    
    $
    13,976
    22. COMMITMENTS AND CONTINGENCIES
 Leases
 Year Ended December 31,2006
    
    2007
    
    2008Fixed rent expense
    
    $
    130,726
    
    
    $
    164,915
    
    
    $
    175,368Contingent rent expense
    
    
    30,648
    
    
    
    47,815
    
    
    
    50,227Facility lease expense
    
    
    161,374
    
    
    
    212,730
    
    
    
    225,595Corporate office rent expense
    
    
    1,609
    
    
    
    1,996
    
    
    
    2,041Total rent expense
    
    $
    162,983
    
    
    $
    214,726
    
    
    $
    227,636
 F-37




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Operating
    
    
    CapitalLeases
    
    
    Leases2009
    
    $
    175,185
    
    
    $
    17,7442010
    
    
    173,793
    
    
    
    17,9972011
    
    
    170,059
    
    
    
    16,9592012
    
    
    165,778
    
    
    
    17,0982013
    
    
    162,213
    
    
    
    17,230Thereafter
    
    
    992,104
    
    
    
    140,950Total
    
    $
    1,839,132
    
    
    $
    227,978Amounts representing interest payments
    
    
    
    
    
    
    104,266Present value of future minimum payments
    
    
    
    
    
    $
    123,712Current portion of capital lease obligations
    
    
    
    
    
    
    5,532Capital lease obligations, less current portion
    
    
    
    
    
    $
    118,180
 Employment Agreements
 Retirement Savings Plan
 Letters of Credit and Collateral
 Litigation and Litigation Settlements
 F-38




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 United States v. Cinemark USA, Inc.
  23. SEGMENTS
   Year Ended December 31,2006
    
    2007
    
    2008Revenues:U.S.
    
    $
    936,684
    
    
    $
    1,352,042
    
    
    $
    1,360,176International
    
    
    285,854
    
    
    
    333,624
    
    
    
    385,817Eliminations
    
    
    (1,944
    )
    
    
    (2,825
    )
    
    
    (3,706
    )Total revenues
    
    $
    1,220,594
    
    
    $
    1,682,841
    
    
    $
    1,742,287Year Ended December 31,2006
    
    2007
    
    2008Adjusted EBITDA:U.S.
    
    $
    217,845
    
    
    $
    309,800
    
    
    $
    291,487International
    
    
    53,770
    
    
    
    67,138
    
    
    
    78,805Total Adjusted EBITDA
    
    $
    271,615
    
    
    $
    376,938
    
    
    $
    370,292
 Year Ended December 31,2007
    
    2008Capital Expenditures:U.S.
    
    $
    110,496
    
    
    $
    77,193International
    
    
    35,808
    
    
    
    28,916Total Capital Expenditures
    
    $
    146,304
    
    
    $
    106,109
 F-39




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Year Ended December 31,2006
    
    2007
    
    2008Net income (loss)
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )Add (deduct):Income taxes
    
    
    12,685
    
    
    
    111,962
    
    
    
    21,055Interest expense (1)
    
    
    109,328
    
    
    
    145,596
    
    
    
    116,058Gain on NCM transaction
    
    
    
    
    
    
    (210,773
    )
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    (9,205
    )
    
    
    (Gain) loss on early retirement of debt
    
    
    8,283
    
    
    
    13,456
    
    
    
    (1,698
    )Other income (2)
    
    
    (3,768
    )
    
    
    (15,497
    )
    
    
    (8,032
    )Termination of profit participation agreement
    
    
    
    
    
    
    6,952
    
    
    
    Depreciation and amortization
    
    
    95,821
    
    
    
    148,781
    
    
    
    155,326Amortization of net favorable leases
    
    
    3,649
    
    
    
    2,935
    
    
    
    2,708Impairment of long-lived assets
    
    
    28,537
    
    
    
    86,558
    
    
    
    113,532(Gain) loss on sale of assets and other
    
    
    7,645
    
    
    
    (2,953
    )
    
    
    8,488Deferred lease expenses
    
    
    4,717
    
    
    
    5,979
    
    
    
    4,350Amortization of long-term prepaid rents
    
    
    1,013
    
    
    
    1,146
    
    
    
    1,717Share based awards compensation expense
    
    
    2,864
    
    
    
    3,081
    
    
    
    5,113Adjusted EBITDA
    
    $
    271,615
    
    
    $
    376,938
    
    
    $
    370,292
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss), dividend income,
equity in loss of affiliates and minority interests in income of subsidiaries and excludes
distributions from NCM. Financial Information About Geographic Areas
  Year Ended December 31,2006
    
    2007
    
    2008RevenuesU.S. and Canada
    
    $
    936,684
    
    
    $
    1,352,042
    
    
    $
    1,360,176Mexico
    
    
    71,589
    
    
    
    74,983
    
    
    
    78,292Brazil
    
    
    128,555
    
    
    
    157,158
    
    
    
    186,159Other foreign countries
    
    
    85,710
    
    
    
    101,483
    
    
    
    121,366Eliminations
    
    
    (1,944
    )
    
    
    (2,825
    )
    
    
    (3,706
    )Total
    
    $
    1,220,594
    
    
    $
    1,682,841
    
    
    $
    1,742,287
 December 31,2007
    
    2008Theatres properties and equipment, netU.S. and Canada
    
    $
    1,137,244
    
    
    $
    1,073,551Mexico
    
    
    59,201
    
    
    
    38,290Brazil
    
    
    72,635
    
    
    
    58,641Other foreign countries
    
    
    44,986
    
    
    
    37,801Total
    
    $
    1,314,066
    
    
    $
    1,208,283
 F-40




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 24. OTHER RELATED PARTY TRANSACTIONS
       F-41




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 25. VALUATION AND QUALIFYING ACCOUNTS
  ValuationAllowancefor DeferredTax AssetsBalance at January 1, 2006
    
    $
    6,935Additions
    
    
    4,225Deductions
    
    
    (2,298
    )Balance at December 31, 2006
    
    $
    8,862Additions
    
    
    2,370Deductions
    
    
    (1,360
    )Balance at December 31, 2007
    
    $
    9,872Additions
    
    
    4,200Deductions
    
    
    (609
    )Balance at December 31, 2008
    
    $
    13,463
 26. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 2007First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter
    
    Full YearRevenues
    
    $
    378,022
    
    
    $
    440,036
    
    
    $
    471,499
    
    
    $
    393,284
    
    
    $
    1,682,841Operating income
    
    $
    (10,326
    )
    
    $
    43,518
    
    
    $
    66,444
    
    
    $
    13,324
    
    
    $
    112,960Net income (loss)
    
    $
    118,211
    
    
    $
    47,870
    
    
    $
    (23,396
    )
    
    $
    (53,765
    )
    
    $
    88,920Net income (loss) per share:Basic
    
    $
    1.28
    
    
    $
    0.46
    
    
    $
    (0.22
    )
    
    $
    (0.50
    )
    
    $
    0.87Diluted
    
    $
    1.25
    
    
    $
    0.45
    
    
    $
    (0.22
    )
    
    $
    (0.50
    )
    
    $
    0.852008First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter(1)(2)
    
    Full Year(3)Revenues
    
    $
    401,016
    
    
    $
    457,234
    
    
    $
    476,223
    
    
    $
    407,814
    
    
    $
    1,742,287Operating income (loss)
    
    $
    34,082
    
    
    $
    52,889
    
    
    $
    52,678
    
    
    $
    (79,429
    )
    
    $
    60,220Net income (loss)
    
    $
    5,251
    
    
    $
    15,523
    
    
    $
    20,448
    
    
    $
    (89,547
    )
    
    $
    (48,325
    )Net income (loss) per share:Basic
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    (0.83
    )
    
    $
    (0.45
    )Diluted
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    (0.83
    )
    
    $
    (0.45
    )
 
 (1)
    
    During the fourth quarter of 2008, the Company recorded impairment charges of
$105,388. (See Notes 11 and 12.)(2)
    
    Diluted earnings per share calculations for the fourth quarter 2008 exclude
common equivalent shares for stock options of 1,237 as they were anti-dilutive.(3)
    
    Diluted earnings per share calculations for the full year 2008 exclude common
equivalent shares for stock options of 1,971 and common equivalent shares for restricted
stock and restricted stock units of 72 as they were anti-dilutive. 27. SUBSEQUENT EVENT  DIVIDEND DECLARATION
  F-42




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##### Table of Contents



SCHEDULE 1  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 CINEMARK HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In thousands, except share data)
 December 31,
    
    December 31,2007
    
    2008ASSETSCash and cash equivalents
    
    $
    104,642
    
    
    $
    35,917Income tax receivable
    
    
    
    
    
    
    2,259Interest receivable
    
    
    536
    
    
    
    59Investment in subsidiaries
    
    
    915,663
    
    
    
    773,678Total Assets
    
    $
    1,020,841
    
    
    $
    811,913LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESAccounts payable to affiliates
    
    $
    1,410
    
    
    $
    526Income tax payable
    
    
    83
    
    
    
    Accrued other current liabilities
    
    
    145
    
    
    
    131Total Liabilities
    
    
    1,638
    
    
    
    657STOCKHOLDERS EQUITYCommon
stock, $0.001 par value: 300,000,000 shares authorized,
106,983,684 shares issued and outstanding at December 31, 2007
and
108,835,365 shares issued and outstanding at December 31, 2008
    
    
    107
    
    
    
    109Additional paid-in-capital
    
    
    939,327
    
    
    
    962,353Retained earnings (deficit)
    
    
    47,074
    
    
    
    (78,859
    )Accumulated other comprehensive income (loss)
    
    
    32,695
    
    
    
    (72,347
    )Total stockholders equity
    
    
    1,019,203
    
    
    
    811,256TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    1,020,841
    
    
    $
    811,913
  F-43




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 5, 2006 TO DECEMBER 31, 2006 AND
THE YEARS ENDED DECEMBER 31, 2007 AND 2008
(in thousands)
 For the Period FromOctober 5, 2006to
    
    
    December 31,
    
    
    December 31,December 31, 2006
    
    
    2007
    
    
    2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Cost of operations
    
    
    
    
    
    
    601
    
    
    
    988Operating loss
    
    
    
    
    
    
    (601
    )
    
    
    (988
    )Other income
    
    
    
    
    
    
    6,992
    
    
    
    1,940Income (loss)
before income taxes
and equity in
income (loss) of
subsidiaries
    
    
    
    
    
    
    6,391
    
    
    
    952Income taxes
    
    
    
    
    
    
    (2,454
    )
    
    
    (365
    )Equity in income
(loss) of
subsidiaries, net
of taxes
    
    
    (7,692
    )
    
    
    84,983
    
    
    
    (48,912
    )Net income (loss)
    
    $
    (7,692
    )
    
    $
    88,920
    
    
    $
    (48,325
    )
  F-44




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE PERIOD FROM OCTOBER 5, 2006 TO DECEMBER 31, 2006 AND
THE YEARS ENDED DECEMBER 31, 2007 AND 2008
(In thousands)
 Class A
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon Stock
    
    
    Additional
    
    
    Retained
    
    
    OtherShares
    
    
    
    
    
    
    Paid-in
    
    
    Earnings
    
    
    Comprehensive
    
    
    
    
    
    
    ComprehensiveIssued
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Total
    
    
    Income (Loss)Balance at October 5, 2006
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,692
    )
    
    
    
    
    
    
    (7,692
    )
    
    $
    (7,692
    )Shares issued as a result of the Cinemark Share Exchange
    
    
    82,531
    
    
    
    83
    
    
    
    532,544
    
    
    
    
    
    
    
    
    
    
    
    532,627Shares issued as a result of the Century Acquisition
    
    
    10,025
    
    
    
    10
    
    
    
    149,990
    
    
    
    
    
    
    
    
    
    
    
    150,000Exercise of stock options
    
    
    5
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    35Subsidiaries share based awards actitivy
    
    
    
    
    
    
    
    
    
    
    2,864
    
    
    
    
    
    
    
    
    
    
    
    2,864Equity in other comprehensive income (loss) of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,463
    
    
    
    11,463
    
    
    
    11,463Balance at December 31, 2006
    
    
    92,561
    
    
    $
    93
    
    
    $
    685,433
    
    
    $
    (7,692
    )
    
    $
    11,463
    
    
    $
    689,297
    
    
    $
    3,771Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,920
    
    
    
    
    
    
    
    88,920
    
    
    $
    88,920Tax adjustment related to the adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,093
    )
    
    
    
    
    
    
    (1,093
    )Issuance of stock for initial public offering, net of fees
    
    
    13,889
    
    
    
    14
    
    
    
    245,835
    
    
    
    
    
    
    
    
    
    
    
    245,849Issuance of restricted stock
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options, net of equity award repurchase
    
    
    512
    
    
    
    
    
    
    
    3,625
    
    
    
    
    
    
    
    
    
    
    
    3,625Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    200Subsidiaries share based awards actitivy
    
    
    
    
    
    
    
    
    
    
    4,234
    
    
    
    
    
    
    
    
    
    
    
    4,234Equity in other comprehensive income (loss) of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,232
    
    
    
    21,232
    
    
    
    21,232Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,061
    )
    
    
    
    
    
    
    (33,061
    )Balance at December 31, 2007
    
    
    106,984
    
    
    $
    107
    
    
    $
    939,327
    
    
    $
    47,074
    
    
    $
    32,695
    
    
    $
    1,019,203
    
    
    $
    110,152Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,325
    )
    
    
    
    
    
    
    (48,325
    )
    
    $
    (48,325
    )Issuance of restricted stock, net of restricted stock forfeitures
    
    
    385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    169
    
    
    
    
    
    
    
    1,292
    
    
    
    
    
    
    
    
    
    
    
    1,292Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    474Subsidiaries share based awards actitivy
    
    
    
    
    
    
    
    
    
    
    5,113
    
    
    
    
    
    
    
    
    
    
    
    5,113Issuance of shares as a result of Central America share exchange
    
    
    903
    
    
    
    1
    
    
    
    12,948
    
    
    
    
    
    
    
    
    
    
    
    12,949Issuance of shares as a result of Ecuador share exchange
    
    
    394
    
    
    
    1
    
    
    
    3,199
    
    
    
    
    
    
    
    
    
    
    
    3,200Equity in other comprehensive income (loss) of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105,042
    )
    
    
    (105,042
    )
    
    
    (105,042
    )Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77,534
    )
    
    
    
    
    
    
    (77,534
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Balance at December 31, 2008
    
    
    108,835
    
    
    $
    109
    
    
    $
    962,353
    
    
    $
    (78,859
    )
    
    $
    (72,347
    )
    
    $
    811,256
    
    
    $
    (153,367
    )
  F-45




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 5, 2006 TO DECEMBER 31, 2006 AND
THE YEARS ENDED DECEMBER 31, 2007 AND 2008
(in thousands)
 For the Period FromOctober 5, 2006to
    
    
    December 31,
    
    
    December 31,December 31, 2006
    
    
    2007
    
    
    2008OPERATING ACTIVITIESNet income (loss)
    
    $
    (7,692
    )
    
    $
    88,920
    
    
    $
    (48,325
    )Adjustments to reconcile net income (loss) to
cash provided by (used for) operating activities:Share based awards compensation expense
    
    
    
    
    
    
    200
    
    
    
    474Equity in (income) loss of subsidiaries
    
    
    7,692
    
    
    
    (84,983
    )
    
    
    48,912Changes in other assets and liabilities
    
    
    
    
    
    
    1,137
    
    
    
    (2,837
    )Net cash
provided by (used for) operating activities
    
    
    
    
    
    
    5,274
    
    
    
    (1,776
    )INVESTING ACTIVITIESInvestments in subsidiary, Cinemark, Inc.
    
    
    
    
    
    
    (117,045
    )
    
    
    (42,207
    )Dividends received from subsidiary, Cinemark, Inc.
    
    
    
    
    
    
    
    
    
    
    51,500Net cash provided by (used for) investing activities
    
    
    
    
    
    
    (117,045
    )
    
    
    9,293FINANCING ACTIVITIESNet proceeds from initial public offering
    
    
    
    
    
    
    245,849
    
    
    
    Proceeds from stock option exercises
    
    
    
    
    
    
    3,625
    
    
    
    1,292Dividends paid to stockholders
    
    
    
    
    
    
    (33,061
    )
    
    
    (77,534
    )Net cash provided by (used for) financing activities
    
    
    
    
    
    
    216,413
    
    
    
    (76,242
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    104,642
    
    
    
    (68,725
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    
    
    
    
    104,642End of period
    
    $
    
    
    
    $
    104,642
    
    
    $
    35,917
  F-46




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##### Table of Contents



CINEMARK HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
(In thousands, except share data)
 1. BASIS OF PRESENTATION
   2. INITIAL PUBLIC OFFERING OF COMMON STOCK
 3 4 3 4 3 4 3 4
 F-47




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##### Table of Contents



CINEMARK HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
(In thousands, except share data)
 3. DIVIDEND PAYMENTS
  Amount perDate
    
    Date of
    
    Date
    
    Common
    
    TotalDeclared
    
    Record
    
    Paid
    
    Share(1)
    
    Dividends(2)08/13/07
    
    09/04/07
    
    09/18/07
    
    $
    0.13
    
    
    
    $13,84011/12/07
    
    12/03/07
    
    12/18/07
    
    $
    0.18
    
    
    
    $19,221Total  2007
    
    
    
    
    
    
    
    
    
    
    $33,06102/26/08
    
    03/06/08
    
    03/14/08
    
    $
    0.18
    
    
    
    $19,27005/09/08
    
    05/30/08
    
    06/12/08
    
    $
    0.18
    
    
    
    $19,35308/07/08
    
    08/25/08
    
    09/12/08
    
    $
    0.18
    
    
    
    $19,37011/06/08
    
    11/26/08
    
    12/11/08
    
    $
    0.18
    
    
    
    $19,615Total  2008
    
    
    
    
    
    
    
    
    
    
    $77,608
 
 (1)
    
    The dividend paid on September 18, 2007 was
based on a quarterly dividend rate of $0.18 per
common share, prorated based on the April 24, 2007
closing date of the Companys initial public
offering.(2)
    
    Of the $77,608 of
dividends recorded during 2008, $74 was related to
outstanding restricted stock units and will not be
paid until such units vest. See Note 19 to the Companys consolidated financial statements included elsewhere in this annual report on Form 10-K. 4. DIVIDENDS RECEIVED FROM SUBSIDIARIES
  5. LONG-TERM DEBT
  6. CAPITAL STOCK
  7. COMMITMENTS AND CONTINGENCIES
  F-48




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  .
   
 F-49




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
BALANCE SHEETS
(In millions)
 January 1, 2009
    
    December 27, 2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    34.1
    
    
    $
    7.5Receivables, net of allowance of $2.6 and $1.5 million, respectively
    
    
    92.0
    
    
    
    91.6Prepaid expenses
    
    
    1.6
    
    
    
    1.9Prepaid management fees to managing member
    
    
    0.5
    
    
    
    0.5Total current assets
    
    
    128.2
    
    
    
    101.5PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $27.0 and $17.3 million, respectively
    
    
    28.0
    
    
    
    22.2INTANGIBLE ASSETS, net of accumulated
amortization of $1.5 and $0 million, respectively
    
    
    111.8
    
    
    
    OTHER ASSETS:Debt issuance costs, net
    
    
    11.1
    
    
    
    13.0Investment in affiliate
    
    
    
    
    
    
    7.0Restricted cash
    
    
    0.3
    
    
    
    0.3Other long-term assets
    
    
    0.5
    
    
    
    0.2Total other assets
    
    
    11.9
    
    
    
    20.5TOTAL
    
    $
    279.9
    
    
    $
    144.2LIABILITIES AND MEMBERS EQUITY/(DEFICIT)CURRENT LIABILITIES:Amounts due to founding members
    
    
    25.6
    
    
    
    15.8Amounts due to managing member
    
    
    22.1
    
    
    
    16.7Accrued expenses
    
    
    6.3
    
    
    
    10.0Accrued payroll and related expenses
    
    
    5.7
    
    
    
    7.2Accounts payable
    
    
    11.2
    
    
    
    6.6Deferred revenue
    
    
    3.4
    
    
    
    3.3Total current liabilities
    
    
    74.3
    
    
    
    59.6OTHER LIABILITIES:Borrowings
    
    
    799.0
    
    
    
    784.0Interest rate swap agreements
    
    
    87.7
    
    
    
    14.4Other long-term liabilities
    
    
    4.5
    
    
    
    Total other liabilities
    
    
    891.2
    
    
    
    798.4Total liabilities
    
    
    965.5
    
    
    
    858.0COMMITMENTS AND CONTINGENCIES (NOTE 10)MEMBERS EQUITY/(DEFICIT)
    
    
    (685.6
    )
    
    
    (713.8
    )TOTAL
    
    $
    279.9
    
    
    $
    144.2
  F-50




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF OPERATIONS
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,Year Ended
    
    2007 through
    
    
    2006 through
    
    Year EndedJanuary 1,
    
    December 27,
    
    
    February 12,
    
    December 28,2009
    
    2007
    
    
    2007
    
    2006REVENUE:Advertising (including revenue from
founding members of $43.3, $40.9,
$0.0 and $0.0 million, respectively)
    
    $
    330.3
    
    
    $
    282.7
    
    
    
    $
    20.6
    
    
    $
    188.2Administrative feesfounding members
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    5.4Meetings and events
    
    
    38.9
    
    
    
    25.4
    
    
    
    
    2.9
    
    
    
    25.4Other
    
    
    0.3
    
    
    
    0.2
    
    
    
    
    
    
    
    
    0.3Total
    
    
    369.5
    
    
    
    308.3
    
    
    
    
    23.6
    
    
    
    219.3OPERATING EXPENSES:Advertising operating costs
    
    
    18.7
    
    
    
    9.1
    
    
    
    
    1.1
    
    
    
    9.2Meetings and events operating costs
    
    
    25.1
    
    
    
    15.4
    
    
    
    
    1.4
    
    
    
    11.1Network costs
    
    
    17.0
    
    
    
    13.3
    
    
    
    
    1.7
    
    
    
    14.7Theatre access fees/circuit share
costsfounding members
    
    
    49.8
    
    
    
    41.5
    
    
    
    
    14.4
    
    
    
    130.1Selling and marketing costs
    
    
    47.9
    
    
    
    40.9
    
    
    
    
    5.2
    
    
    
    38.2Administrative costs
    
    
    14.5
    
    
    
    10.0
    
    
    
    
    2.8
    
    
    
    16.4Administrative feemanaging member
    
    
    9.7
    
    
    
    9.2
    
    
    
    
    
    
    
    
    Severance plan costs
    
    
    0.5
    
    
    
    1.5
    
    
    
    
    0.4
    
    
    
    4.2Depreciation and amortization
    
    
    12.4
    
    
    
    5.0
    
    
    
    
    0.7
    
    
    
    4.8Other costs
    
    
    1.3
    
    
    
    0.9
    
    
    
    
    
    
    
    
    0.6Total
    
    
    196.9
    
    
    
    146.8
    
    
    
    
    27.7
    
    
    
    229.3OPERATING INCOME (LOSS)
    
    
    172.6
    
    
    
    161.5
    
    
    
    
    (4.1
    )
    
    
    (10.0
    )Interest Expense, Net:Borrowings
    
    
    51.8
    
    
    
    48.0
    
    
    
    
    0.1
    
    
    
    0.6Change in derivative fair value
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income and other
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    
    (0.1
    )Total
    
    
    65.8
    
    
    
    47.8
    
    
    
    
    0.1
    
    
    
    0.5Impairment and related loss
    
    
    11.5
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    95.3
    
    
    $
    113.7
    
    
    
    $
    (4.2
    )
    
    $
    (10.5
    )
  F-51




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF MEMBERS EQUITY/(DEFICIT)
(In millions)
 TotalBalanceDecember 29, 2005
    
    $
    9.8Capital contribution from members
    
    
    0.9Contribution of severance plan payments
    
    
    4.2Distribution to members
    
    
    (0.9
    )Net loss
    
    
    (10.5
    )BalanceDecember 28, 2006
    
    $
    3.5Contribution of severance plan payments
    
    
    0.4Net loss
    
    
    (4.2
    )BalanceFebruary 12, 2007
    
    $
    (0.3
    )BalanceFebruary 13, 2007
    
    $
    (0.3
    )Contribution of severance plan payments
    
    
    1.5Capital contribution from managing member
    
    
    746.1Capital contribution from founding member
    
    
    11.2Distribution to managing member
    
    
    (53.3
    )Distribution to founding members
    
    
    (1,521.6
    )Reclassification of unit option plan
    
    
    2.3Comprehensive Income:Unrealized (loss) on cash flow hedge
    
    $
    (14.4
    )Net income
    
    
    113.7Total Comprehensive Income
    
    $
    99.3Share-based compensation expense
    
    
    1.0BalanceDecember 27, 2007
    
    $
    (713.8
    )Contribution of severance plan payments
    
    
    0.5Capital contribution from managing member
    
    
    0.6Capital contribution from founding members
    
    
    4.7Distribution to managing member
    
    
    (55.5
    )Distribution to founding members
    
    
    (75.5
    )Units issued for purchase of intangible asset
    
    
    116.1Comprehensive Income:Unrealized (loss) on cash flow hedge
    
    $
    (59.1
    )Net income
    
    
    95.3Total Comprehensive Income
    
    $
    36.2Share-based compensation expense
    
    
    1.1BalanceJanuary 1, 2009
    
    $
    (685.6
    )
  F-52




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,Year Ended
    
    2007 through
    
    
    2006 through
    
    Year EndedJanuary 1,
    
    December 27,
    
    
    February 12,
    
    December 28,2009
    
    2007
    
    
    2007
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income(loss)
    
    $
    95.3
    
    
    $
    113.7
    
    
    
    $
    (4.2
    )
    
    $
    (10.5
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    12.4
    
    
    
    5.0
    
    
    
    
    0.7
    
    
    
    4.8Non-cash severance plan and share-based compensation
    
    
    1.5
    
    
    
    2.5
    
    
    
    
    0.7
    
    
    
    6.1Non-cash impairment and related loss
    
    
    11.5
    
    
    
    
    
    
    
    
    
    
    
    
    Net realized and unrealized hedging transactions
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of debt issuance costs and loss on
repayment of debt
    
    
    1.9
    
    
    
    1.7
    
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Receivablesnet
    
    
    (0.4
    )
    
    
    (40.3
    )
    
    
    
    12.6
    
    
    
    (27.3
    )Accounts payable and accrued expenses
    
    
    (0.7
    )
    
    
    10.4
    
    
    
    
    (4.4
    )
    
    
    4.4Amounts due to founding members and managing member
    
    
    0.4
    
    
    
    (51.1
    )
    
    
    
    (3.7
    )
    
    
    33.4Payment of severance plan costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.5
    )Other
    
    
    0.1
    
    
    
    (1.3
    )
    
    
    
    0.5
    
    
    
    0.9Net cash provided by operating activities
    
    
    136.2
    
    
    
    40.6
    
    
    
    
    2.2
    
    
    
    8.3CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (16.6
    )
    
    
    (13.8
    )
    
    
    
    (0.5
    )
    
    
    (6.3
    )Investment in restricted cash
    
    
    
    
    
    
    (0.3
    )
    
    
    
    
    
    
    
    Investment in affiliate
    
    
    
    
    
    
    (7.0
    )
    
    
    
    
    
    
    
    Net cash (used in) investing activities
    
    
    (16.6
    )
    
    
    (21.1
    )
    
    
    
    (0.5
    )
    
    
    (6.3
    )CASH FLOWS FROM FINANCING ACTIVITIES:Reimbursement (payment) of offering costs and fees
    
    
    
    
    
    
    4.7
    
    
    
    
    (0.1
    )
    
    
    (4.0
    )Proceeds from borrowings
    
    
    139.0
    
    
    
    924.0
    
    
    
    
    13.0
    
    
    
    66.0Repayments of borrowings
    
    
    (124.0
    )
    
    
    (150.0
    )
    
    
    
    (13.0
    )
    
    
    (56.0
    )Proceeds from managing member contributions
    
    
    0.6
    
    
    
    746.1
    
    
    
    
    
    
    
    
    Proceeds from founding member contributions
    
    
    9.7
    
    
    
    7.5
    
    
    
    
    
    
    
    
    0.9Distribution to founding members and managing member
    
    
    (118.3
    )
    
    
    (1,538.0
    )
    
    
    
    
    
    
    
    (0.9
    )Payment of debt issuance costs
    
    
    
    
    
    
    (14.6
    )
    
    
    
    
    
    
    
    Proceeds of short-term borrowings from founding members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0Repayments of short-term borrowings to founding members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.3
    )Net cash provided by (used in) financing activities
    
    
    (93.0
    )
    
    
    (20.3
    )
    
    
    
    (0.1
    )
    
    
    4.7CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    26.6
    
    
    
    (0.8
    )
    
    
    
    1.6
    
    
    
    6.7CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    7.5
    
    
    
    8.3
    
    
    
    
    6.7
    
    
    
    End of period
    
    $
    34.1
    
    
    $
    7.5
    
    
    
    $
    8.3
    
    
    $
    6.7
 (Continued)
  F-53




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,Year Ended
    
    2007 through
    
    
    2006 through
    
    Year EndedJanuary 1,
    
    December 27,
    
    
    February 12,
    
    December 28,2009
    
    2007
    
    
    2007
    
    2006Supplemental disclosure of non-cash financing and
investing activity:Contribution for severance plan payments
    
    $
    0.5
    
    
    $
    1.5
    
    
    
    $
    0.4
    
    
    $
    4.2Increase in distributions payable to founding members
and managing member
    
    $
    49.7
    
    
    $
    37.0
    
    
    
    
    
    
    
    
    Contributions from members collected after period end
    
    $
    0.4
    
    
    $
    3.7
    
    
    
    
    
    
    
    
    Integration payment from founding member collected
after period end
    
    $
    1.2
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of an intangible asset with subsidiary equity
    
    $
    116.1
    
    
    
    
    
    
    
    
    
    
    
    
    Increase in property and equipment not requiring cash
in the period
    
    
    
    
    
    $
    0.6
    
    
    
    
    
    
    
    $
    0.3Increase in deferred offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.5Unit option plan reclassified to equity
    
    
    
    
    
    $
    2.3
    
    
    
    
    
    
    
    
    Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    48.3
    
    
    $
    44.0
    
    
    
    $
    0.1
    
    
    $
    0.4
  F-54




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##### Table of Contents



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Formation of Business
  Accounting by a Joint Venture for Businesses
Received at its Formation The Equity Method of Accounting for Investments in Common Stock
 Initial Public Offering and Related Transactions
    F-55




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Basis of Presentation
     Summary of Significant Accounting Policies
 Accounting Period
 Estimates
 F-56




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##### Table of Contents



Revenue Recognition
 Operating Costs
    Leases
 Advertising Costs
 Cash and Cash Equivalents
 Restricted Cash
 Receivables
 Long-lived Assets
 Equipment
    
    4-10 yearsComputer hardware and software
    
    3-5 yearsLeasehold improvements
    
    Lesser of lease term or asset life
 F-57




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##### Table of Contents



Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use Accounting for Web Site Development Costs.
   Accounting for the
Impairment or Disposal of Long-Lived Assets .
 Amounts Due to/from Founding Members
 Amounts Due to/from Managing Member
 Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value
Measurements,
 Fair Value Measurements at Reporting Date UsingQuoted Prices inAt
    
    Active Markets
    
    Significant Other
    
    SignificantJanuary 1,
    
    for Identical
    
    Observable
    
    Unobservable2009
    
    Assets (Level 1)
    
    Inputs (Level 2)
    
    Inputs (Level 3)ASSETS:Investment in Affiliate (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    LIABILITIES:Interest Rate Swap Agreements (2)
    
    $
    87.7
    
    
    
    
    
    
    $
    87.7
    
    
    
    
 
 (1)
    
    During 2007, NCM LLC invested $7.0 million of cash in 6% convertible preferred stock and
related option on the common stock of IdeaCast, Inc. (IdeaCast), a start-up company that operates
an advertising network in fitness centers and health clubs throughout the United States. The
preferred stock is accounted for as an investment in debt securities per SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities,due to the provisions in the agreement,
which give the Company a mandatory redemption right five years after the date of investment. The
securities are not held for trading purposes and are therefore by default classified as
available-for-sale even though it is not the Companys intent to sell these securities. There are
no marketplace indicators of value that management can use to determine the fair value of the
investment. Until the fourth quarter of 2008, the Company based its recurring estimated fair value
of the investment in IdeaCast on a discounted cash flow model that probability weights IdeaCasts
potential future cash flows under various scenarios and managements judgment, which is based in
part on communications with IdeaCast and their lender. During the
fourth quarter of 2008, the Company recorded a full impairment to the value of the investment
and the carrying value was adjusted to zero due to IdeaCasts defaults on its senior debt during
the fourth quarter of 2008 and resulting illiquidity. The Company determined the impairment was
other-than-temporary and the unrealized loss was reported as an impairment loss in the statement of
operations since the fair value was determined to be significantly below cost and recoverability
was deemed unlikely. The key factors identified by management in making these assessments and
determining the amounts were events of default on IdeaCasts convertible debt that emerged after
the fourth quarter 2008 IdeaCast operating results were analyzed F-58




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##### Table of Contents



and after IdeaCast failed to make a scheduled debt service payment and ongoing discussions
with the convertible debt lender. Refer to Note 10 for additional details. Fair Value MeasurementsUsing SignificantUnobservable Inputs (Level 3)(in millions)Investment in Affiliate
    
    Year Ended January 1, 2009Beginning Balance
    
    $
    7.0Total gains or losses (realized/unrealized)Included in earnings
    
    
    (7.0
    )Included in other comprehensive income
    
    
    Purchases, sales, issuances, and
settlements, net
    
    
    Transfers in and/or out of Level 3
    
    
    Ending Balance
    
    
    
 
 (2)
    
    In February 2007, NCM LLC has entered into interest rate swap agreements with four
counterparties, which qualified for and were designated as a cash flow hedge against interest rate
exposure on $550.0 million of the variable rate debt obligations under the senior secured credit
facility in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities,as amended by SFAS No. 138. The interest rate swap agreements have the effect of
converting a portion of the Companys variable rate debt to a fixed rate of 6.734%.    F-59




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##### Table of Contents



Accumulated Other Comprehensive Income/Loss
 HedgingTransactionsBalanceFebruary 13, 2007
    
    $
    Change in fair value
    
    
    (14.4
    )BalanceDecember 27, 2007
    
    
    (14.4
    )Change in fair value
    
    
    (59.5
    )Reclassifications into earnings
    
    
    0.4BalanceJanuary 1, 2009
    
    $
    (73.5
    )
 Debt Issuance Costs
 Other Long-Terms Assets and Liabilities Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others.
 Fair Value of Financial Instruments
 Share-Based Compensation Share-Based Payment
 F-60




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##### Table of Contents



Income Taxes
 Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities
 Determination of the
Useful Life of Intangible Assets .
 Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities
  2. RECEIVABLES
 As of January 1, 2009
    
    As of December 27,2007Trade accounts
    
    $
    91.3
    
    
    $
    92.2Other
    
    
    3.3
    
    
    
    0.9Less allowance for doubtful accounts
    
    
    (2.6
    )
    
    
    (1.5
    )Total
    
    $
    92.0
    
    
    $
    91.6
  Period
    
    
    PeriodFebruary 13,
    
    
    December 29,2007 through
    
    
    2006 through
    
    Year EndedYear Ended
    
    December 27,
    
    
    February 12,
    
    December 28,January 1, 2009
    
    2007
    
    
    2007
    
    2006ALLOWANCE FOR DOUBTFUL ACCOUNTS:Balance at beginning of period
    
    $
    1.5
    
    
    $
    1.1
    
    
    
    $
    1.1
    
    
    $
    0.5Provision for bad debt
    
    
    2.3
    
    
    
    1.0
    
    
    
    
    0.1
    
    
    
    0.8Write-offs, net
    
    
    (1.2
    )
    
    
    (0.6
    )
    
    
    
    (0.1
    )
    
    
    (0.2
    )Balance at end of period
    
    $
    2.6
    
    
    $
    1.5
    
    
    
    $
    1.1
    
    
    $
    1.1
 F-61




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##### Table of Contents



3. PROPERTY AND EQUIPMENT
 As of January 1,
    
    
    As of December 27,2009
    
    
    2007Equipment
    
    $
    53.3
    
    
    $
    37.3Leasehold Improvements
    
    
    1.4
    
    
    
    1.4Less accumulated depreciation
    
    
    (27.0
    )
    
    
    (17.3
    )Subtotal
    
    
    27.7
    
    
    
    21.4Construction in Progress
    
    
    0.3
    
    
    
    0.8Total property and equipment
    
    $
    28.0
    
    
    $
    22.2
  4. INTANGIBLE ASSETS
  Goodwill and Other Intangible Assets
 As of January 1,
    
    
    As of December 27,2009
    
    
    2007(in millions)Beginning balance
    
    $
    
    
    
    $
    Purchase of intangible asset subject to amortization
    
    
    116.1
    
    
    
    Less integration payments
    
    
    (2.8
    )
    
    
    Less accumulated amortization
    
    
    (1.5
    )
    
    
    Total intangible assets
    
    $
    111.8
    
    
    $
    
   2009
    
    $
    2.02010
    
    
    2.02011
    
    
    3.92012
    
    
    3.92013
    
    
    3.9
 F-62




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##### Table of Contents



5. ACCRUED EXPENSES
 As of January 1,
    
    
    As of December 27,2009
    
    
    2007Make-good Reserve
    
    $
    1.3
    
    
    $
    4.0Accrued Interest
    
    
    4.0
    
    
    
    2.3Accrued beverage concessionaire unit cost
    
    
    0.1
    
    
    
    2.4Other accrued expenses
    
    
    0.9
    
    
    
    1.3Total accrued expenses
    
    $
    6.3
    
    
    $
    10.0
 6. RELATED-PARTY TRANSACTIONS
 Year Ended January 1, 2009 and 2007 Post-IPO Period 
    AMC
    
    
    Cinemark
    
    
    Regal
    
    
    TotalTheatre access fees, net of beverage revenues
    
    $
    (0.1
    )
    
    $
    
    
    
    $
    0.7
    
    
    $
    0.6Cost and other reimbursement
    
    
    (1.1
    )
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (2.2
    )Distributions payable, net
    
    
    8.9
    
    
    
    7.0
    
    
    
    11.3
    
    
    
    27.2Total
    
    $
    7.7
    
    
    $
    6.5
    
    
    $
    11.4
    
    
    $
    25.6
  AMC
    
    
    Cinemark
    
    
    Regal
    
    
    TotalTheatre access fees, net of beverage revenues
    
    $
    (0.2
    )
    
    $
    0.1
    
    
    $
    0.2
    
    
    $
    0.1Cost and other reimbursement
    
    
    (0.4
    )
    
    
    (0.2
    )
    
    
    (0.5
    )
    
    
    (1.1
    )Distributions payable, net
    
    
    3.2
    
    
    
    5.2
    
    
    
    8.4
    
    
    
    16.8Total
    
    $
    2.6
    
    
    $
    5.1
    
    
    $
    8.1
    
    
    $
    15.8
  F-63




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##### Table of Contents



2007 Pre-IPO Period and 2006 
  Pre-IPO Period December 29,2006 through February 12,
    
    Year Ended December 28,2007
    
    2006Circuit
    
    
    
    
    
    CircuitShare
    
    Administrative
    
    Share
    
    AdministrativeCost
    
    Fee Revenue
    
    Cost
    
    Fee RevenueAMC
    
    $
    4.1
    
    
    $
    
    
    
    $
    38.6
    
    
    $
    0.2Cinemark
    
    
    3.7
    
    
    
    0.1
    
    
    
    29.7
    
    
    
    0.4Regal
    
    
    6.6
    
    
    
    
    
    
    
    61.8
    
    
    
    4.8Total
    
    $
    14.4
    
    
    $
    0.1
    
    
    $
    130.1
    
    
    $
    5.4
   Other 
   F-64




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##### Table of Contents



IdeaCast 
  RCI Unit Option Plan 
  National CineMedia, Inc. 
    January 1,
    
    
    December 27,2009
    
    
    2007Distributions payable
    
    $
    21.0
    
    
    $
    16.6Cost and other reimbursement
    
    
    1.2
    
    
    
    0.1Total
    
    $
    22.1
    
    
    $
    16.7
 F-65




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##### Table of Contents



7. BORROWINGS
 Revolving Credit Agreement
 Senior Secured Credit Facility
   Future Maturities of Long-Term Borrowings
  8. SHARE-BASED COMPENSATION
  F-66




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##### Table of Contents



Fiscal 2008
    
    2007 post-IPOExpected life of options
    
    6.5 years
    
    6.5 to 9 yearsRisk free interest rate
    
    3.74% to 4.09%
    
    4.1% to 4.9%Expected volatility
    
    30%
    
    30%Dividend yield
    
    3%
    
    3%
 F-67




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##### Table of Contents



Weighted AverageRemainingWeighted Average
    
    Contractual Life
    
    Aggregate IntrinsicShares
    
    Exercise Price
    
    (in years)
    
    Value (in millions)Outstanding at December 27, 2007
    
    
    1,822,906
    
    
    $
    17.75Granted
    
    
    259,000
    
    
    
    14.39Exercised
    
    
    (35,763
    )
    
    
    16.35Forfeited
    
    
    (21,044
    )
    
    
    18.56Outstanding at January 1, 2009
    
    
    2,025,099
    
    
    $
    17.33
    
    
    
    11.4
    
    
    $
    0.3Exercisable at January 1, 2009
    
    
    600,177
    
    
    $
    17.71
    
    
    
    11.7
    
    
    
    Vested and Expected to Vest at January 1, 2009
    
    
    1,876,533
    
    
    $
    17.36
    
    
    
    11.4
    
    
    $
    0.2
  Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Average
    
    Number
    
    AverageOutstanding at
    
    Remaining Life
    
    Exercise
    
    Exercisable at
    
    ExerciseRange of Exercise Price
    
    Jan. 1, 2009
    
    (in years)
    
    Price
    
    Jan. 1, 2009
    
    Price$5.35
    
    
    50,500
    
    
    
    9.8
    
    
    $
    5.35
    
    
    
    
    
    
    $
    $9.70-$12.61
    
    
    80,500
    
    
    
    9.6
    
    
    
    12.09
    
    
    
    
    
    
    
    $16.35-$18.01
    
    
    1,426,233
    
    
    
    12.3
    
    
    
    16.52
    
    
    
    482,998
    
    
    
    16.56$19.37-$21.00
    
    
    315,000
    
    
    
    8.4
    
    
    
    20.35
    
    
    
    74,800
    
    
    
    21.00$24.04-$24.74
    
    
    114,866
    
    
    
    10.7
    
    
    
    24.25
    
    
    
    34,779
    
    
    
    24.27$26.76-$29.05
    
    
    38,000
    
    
    
    8.7
    
    
    
    28.87
    
    
    
    7,600
    
    
    
    28.872,025,099
    
    
    
    11.4
    
    
    $
    17.33
    
    
    
    600,177
    
    
    $
    17.71
 Non-vested Stock
 F-68




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##### Table of Contents



Weighted AverageGrant-DateShares
    
    Fair ValueNon-vested as of December 27, 2007
    
    
    271,845
    
    
    $
    21.21Granted
    
    
    31,500
    
    
    
    18.97Forfeited
    
    
    (1,823
    )
    
    
    21.00Vested
    
    
    (97,904
    )
    
    
    21.12Non-vested as of January 1, 2009
    
    
    203,618
    
    
    $
    20.91
  9. EMPLOYEE BENEFIT PLANS
  10. COMMITMENTS AND CONTINGENCIES
  Operating Lease Commitments
   2009
    
    $
    2.12010
    
    
    1.82011
    
    
    1.42012
    
    
    1.32013
    
    
    1.2Thereafter
    
    
    0.1Total
    
    $
    7.9
 Contingent Put Obligation
  F-69




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##### Table of Contents



Minimum Revenue Guarantees
  F-70




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##### Table of Contents



EXHIBITS
 TO
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
 CINEMARK HOLDINGS, INC.
 FOR FISCAL YEAR ENDED
DECEMBER 31, 2008
 E-1




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit Title2.1
    
    Stock Contribution and Exchange Agreement, dated as of August 7, 2006, by and between Cinemark Holdings,
Inc., Cinemark, Inc., Syufy Enterprises, LP and Century Theatres Holdings, LLC (incorporated by reference
to Exhibit 10.2 to Current Report on Form 8-K, File No. 000-47040, filed by Cinemark USA, Inc. on August
11, 2006).2.2
    
    Contribution and Exchange Agreement, dated as of August 7, 2006, by and among Cinemark Holdings, Inc. and
Lee Roy Mitchell, The Mitchell Special Trust, Alan W. Stock, Timothy Warner, Robert Copple, Michael
Cavalier, Northwestern University, John Madigan, Quadrangle Select Partners LP, Quadrangle Capital
Partners A LP, Madison Dearborn Capital Partners IV, L.P., K&E Investment Partners, LLC  2004-B-DIF,
Piola Investments Ltd., Quadrangle (Cinemark) Capital Partners LP and Quadrangle Capital Partners LP
(incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, File No. 000-47040, filed by
Cinemark USA, Inc. on August 11, 2006).3.1
    
    Second Amended and Restated Certificate of Incorporation of Cinemark Holdings, Inc. filed with the
Delaware Secretary of State on April 9, 2007 (incorporated by reference to Exhibit 3.1 to Amendment No. 2
to our Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007).3.2(a)
    
    Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 9, 2007 (incorporated by reference to
Exhibit 3.2 to Amendment No. 2 to our Registration Statement on Form S-1, File No. 333-140390, filed
April 9, 2007).3.2(b)
    
    First Amendment to the Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 16, 2007
(incorporated by reference to Exhibit 3.2(b) to Amendment No. 4 to our Registration Statement on Form
S-1, File No. 333-140390, filed April 19, 2007).4.1
    
    Specimen stock certificate of Cinemark Holdings, Inc. (incorporated by reference to Exhibit 4.1 to
Amendment No. 2 to our Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007).4.2(a)
    
    Indenture, dated as of March 31, 2004, between Cinemark, Inc. and The Bank of New York Trust Company,
N.A. governing the 93/4% senior discount notes issued thereunder (incorporated by reference to Exhibit
4.2(a) to Cinemark, Inc.s Registration Statement on Form S-4, File No. 333-116292, filed June 8, 2004).4.2(b)
    
    Form of 93/4% senior discount notes (contained in the indenture listed as Exhibit 4.2(a) above)
(incorporated by reference to Exhibit 4.2(b) to Cinemark, Inc.s Registration Statement on Form S-4, File
No. 333-116292, filed June 8, 2004).4.3(a)
    
    Indenture, dated as of February 11, 2003, between Cinemark USA, Inc. and The Bank of New York Trust
Company of Florida, N.A. governing the 9% senior subordinated notes issued thereunder (incorporated by
reference to Exhibit 10.2(b) to Cinemark USA, Inc.s Annual Report on Form 10-K, File 033-47040, filed
March 19, 2003).4.3(b)
    
    First Supplemental Indenture, dated as of May 7, 2003, between Cinemark USA, Inc., the subsidiary
guarantors party thereto and The Bank of New York Trust Company of Florida, N.A. (incorporated by
reference from Exhibit 4.2(i) to Cinemark USA, Inc.s Registration Statement on Form S-4/A, File No.
333-104940, filed May 28, 2003).4.3(c)
    
    Second Supplemental Indenture dated as of November 11, 2004, between Cinemark USA, Inc., the subsidiary
guarantors party thereto and The Bank of New York Trust Company of Florida, N.A. (incorporated by
reference to Exhibit 4.2(c) to Cinemark USA, Inc.s Annual Report on Form 10-K, File No. 033-047040,
filed March 28, 2005).4.3(d)
    
    Third Supplemental Indenture, dated as of October 5, 2006, among Cinemark USA, Inc., the subsidiaries of
Cinemark USA, Inc. named therein, and The Bank of New York Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 10.7 to Current Report on Form 8-K, File No. 000-47040, filed by Cinemark USA,
Inc. on October 12, 2006).4.3(e)
    
    Fourth Supplemental Indenture, dated as of March 20, 2007, among Cinemark USA, Inc., the subsidiaries of
Cinemark USA, Inc. named therein, and The Bank of New York Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 033-47040, filed by Cinemark USA,
Inc. on March 26, 2007).4.3(f)
    
    Form of 9% Senior Subordinated Note, Due 2013 (contained in the Indenture listed as Exhibit 4.3(a) above)
(incorporated by reference to Exhibit 10.2(b) to Cinemark USA, Inc.s Annual Report on Form 10-K , File
033-47040, filed March 19, 2003).4.4
    
    Stockholders Agreement, dated as of August 7, 2006, effective October 5, 2006, by and among Cinemark
Holdings, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 4.4 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1, File No. 333-140390, filed February 1, 2007).4.5
    
    Registration Agreement, dated as of August 7, 2006, effective October 5, 2006, by and among Cinemark
Holdings, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 4.5 to Cinemark
Holdings Inc.s Registration Statement on Form S-1, File No. 333-140390, filed February 1, 2007).4.6
    
    Director Nomination Agreement by and among Cinemark Holdings, Inc. and certain stockholders (incorporated
by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on Form 8K, File No. 001-33401,
filed May 3, 2007).10.1(a)
    
    Management Agreement, dated December 10, 1993, between Laredo Theatre, Ltd. and Cinemark USA, Inc.
(incorporated by reference to Exhibit 10.14(b) to Cinemark USA, Inc.s Annual Report on Form 10-K, File
No. 033-47040, filed March 31, 1994).10.1(b)
    
    First Amendment to Management Agreement of Laredo Theatre, Ltd., effective as of December 10, 2003,
between CNMK Texas Properties, Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd.
(incorporated by reference to Exhibit 10.1(d) to Cinemark, Inc.s Registration Statement on Form S-4,
File No. 333-116292, filed June 8, 2004).*10.1(c)
    
    Second Amendment to Management
Agreement of Laredo Theatre, Ltd., effective as of December 10, 2008,
between CNMK Texas Properties, L.L.C. (successor in interest to
Cinemark USA, Inc.) and Laredo Theatre Ltd.+10.2
    
    Amended and Restated Agreement to Participate in Profits and Losses, dated as of March 12, 2004, between
Cinemark USA, Inc. and Alan W. Stock (incorporated by reference to Exhibit 10.2 to Cinemark USA, Inc.s
Quarterly Report on Form 10-Q, File No. 033-47040, filed May 14, 2004).10.3
    
    License Agreement, dated December 10, 1993, between Laredo Joint Venture and Cinemark USA, Inc.
(incorporated by reference to Exhibit 10.14(c) to Cinemark USA, Inc.s Annual Report on Form 10-K, File
No. 033-47040, filed March 31, 1994).10.4(a)
    
    Tax Sharing Agreement, between Cinemark USA, Inc. and Cinemark International, L.L.C. (f/k/a Cinemark II,
Inc. ), dated as of June 10, 1992 (incorporated by reference to Exhibit 10.22 to Cinemark USA, Inc.s
Annual Report on Form 10-K, File No. 033-47040, filed March 31, 1993).10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between Cinemark USA, Inc. and Cinemark Mexico (USA)
(incorporated by reference to Exhibit 10.10 to Cinemark Mexico (USA)s Registration Statement on Form
S-4, File No. 033-72114, filed November 24, 1993).+10.5(a)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Lee Roy Mitchell
(incorporated by reference to Exhibit 10.14(a) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q,
File No. 033-47040, filed May 14, 2004).+10.5(b)
    
    First Amendment to Employment Agreement, effective as of December 12, 2006, by and between Cinemark, Inc.
and Lee Roy Mitchell (incorporated by reference to Exhibit 10.1 to Cinemark, Inc.s Current Report on
Form 8-K, File No. 001-31372, filed December 18, 2006).+10.5(c)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Alan Stock (incorporated by
reference to Exhibit 10.14(b) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File No. 033-47040,
filed May 14, 2004).
 E-2




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##### Table of Contents



Number
    
    Exhibit Title+10.5(d)
    
    First Amendment to Employment Agreement, effective as of December 12, 2006, by and between Cinemark, Inc.
and Alan W. Stock (incorporated by reference to Exhibit 10.2 to Cinemark, Inc.s Current Report on Form
8-K, File No. 001-31372, filed December 18, 2006).+10.5(e)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Timothy Warner (incorporated
by reference to Exhibit 10.14(c) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File No.
033-47040, filed May 14, 2004).+10.5(f)
    
    First Amendment to Employment Agreement, effective as of December 12, 2006, by and between Cinemark, Inc.
and Timothy Warner (incorporated by reference to Exhibit 10.3 to Cinemark, Inc.s Current Report on Form
8-K, File No. 001-31372, filed December 18, 2006).+10.5(g)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Robert Copple (incorporated
by reference to Exhibit 10.14(d) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File No.
033-47040, filed May 14, 2004).+10.5(h)
    
    First Amendment to Employment Agreement, effective as of January 25, 2007, between Cinemark, Inc. and
Robert Copple (incorporated by reference to Exhibit 10.5(j) to Cinemark Holdings, Inc.s Registration
Statement on Form S-1, File No. 333-140390, filed February 1, 2007).+10.5(i)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Rob Carmony (incorporated by
reference to Exhibit 10.14(e) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File No. 033-47040,
filed May 14, 2004).+10.5(j)
    
    First Amendment to Employment Agreement, effective as of January 14, 2008, between Cinemark, Inc. and Rob
Carmony (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on Form
8K, File No. 001-33401, filed January 16, 2008).+10.5(k)
    
    Employment Agreement, dated as of March 12, 2004, between Cinemark, Inc. and Tandy Mitchell (incorporated
by reference to Exhibit 10.14(f) to Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File No.
033-47040, filed May 14, 2004).+10.5(l)
    
    Termination Agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Tandy Mitchell
(incorporated by reference to Exhibit 10.5 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
File No. 001-33401, filed August 8, 2008).+10.5(m)
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Alan Stock
(incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
File No. 333-140390, filed August 8, 2008).+10.5(n)
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Timothy Warner
(incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
File No. 333-140390, filed August 8, 2008).+10.5(o)
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Robert Copple
(incorporated by reference to Exhibit 10.3 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
File No. 333-140390, filed August 8, 2008).+10.5(p)
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Michael Cavalier
(incorporated by reference to Exhibit 10.4 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
File No. 333-140390, filed August 8, 2008).*+10.5(q)
    
    Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Lee Roy Mitchell.*+10.5(r)
    
    Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Rob Carmony.*+10.5(s)
    
    Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and John Lundin.10.6(a)
    
    Credit Agreement, dated as of October 5, 2006, among Cinemark Holdings, Inc., Cinemark, Inc., CNMK
Holding, Inc., Cinemark USA, Inc., the several banks and other financial institutions or entities from
time to time parties to the Agreement, Lehman Brothers Inc. and Morgan Stanley Senior Funding, Inc., as
joint lead arrangers and joint bookrunners, Morgan Stanley Senior Funding, Inc., as syndication agent,
BNP Paribas and General Electric Capital Corporation as co-documentation agents, and Lehman Commercial
Paper Inc., as administrative agent (incorporated by reference to Exhibit 10.5 to Current Report on Form
8-K, File No. 000-47040, filed by Cinemark USA, Inc. on October 12, 2006).10.6(b)
    
    First Amendment to Credit Agreement dated as of March 14, 2007 among Cinemark Holdings, Inc., Cinemark,
Inc., CNMK Holding, Inc., Cinemark USA, Inc., the several banks and other financial institutions or
entities from time to time parties thereto, Lehman Brothers Inc. and Morgan Stanley Senior Funding, Inc.,
as joint lead arrangers and joint bookrunners, Morgan Stanley Senior Funding, Inc., as syndication agent,
BNP Paribas and General Electric Capital Corporation, as co-documentation agents, and Lehman Commercial
Paper Inc., as administrative agent (incorporated by reference to Exhibit 10.6(b) to Amendment No. 1 to
Cinemark Holdings, Inc.s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007).10.6(c)
    
    Guarantee and Collateral Agreement, dated as of October 5, 2006, among Cinemark Holdings, Inc., Cinemark,
Inc., CNMK Holding, Inc., Cinemark USA, Inc. and each subsidiary guarantor party thereto (incorporated by
reference to Exhibit 10.6 to Current Report on Form 8-K, File No. 000-47040, filed by Cinemark USA, Inc.
on October 12, 2006).+10.7(a)
    
    Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, dated December 22, 2006 (incorporated by reference
to Exhibit 10.7(a) to Cinemark Holdings, Inc.s Registration Statement on Form S-1, File No. 333-140390,
filed February 1, 2007).+10.7(b)
    
    First Amendment to Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, dated December 22, 2006
(incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on Form 8K, File
No. 001-33401, filed November 15, 2007).+10.7(c)
    
    Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to
Exhibit 4.1 to Cinemark Holdings, Inc.s Quarterly Report on form 10-Q, File No. 001-33401, filed May 9,
2008).+10.7(d)
    
    Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7(b) to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No. 333-140390, filed February 1, 2007).+10.7(e)
    
    Form of Restricted Share Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc.
2006 Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Cinemark Holdings, Inc.s
Registration Statement on Form S-8, File No. 333-146349, filed August 29, 2008).+10.7(f)
    
    Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings,
Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 4.2 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 001-33401, filed May 9, 2008).10.8
    
    Exhibitor Services Agreement, dated as of February 13, 2007, by and between National CineMedia, LLC and
Cinemark USA, Inc. (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007).10.9
    
    Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 12, 2007,
by and between Cinemark Media, Inc., American Multi-Cinema, Inc., Regal CineMedia, LLC and National
CineMedia, Inc. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007).10.10(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA.10.10(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 14, Sacramento, CA.
 E-3




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##### Table of Contents



Number
    
    Exhibit Title10.10(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 14, Sacramento, CA.10.10(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Stadium 14, Sacramento, CA.10.10(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 14, Sacramento, CA.10.11(a)
    
    Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and
Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA.10.11(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Laguna 16, Elk Grove, CA.10.11(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Laguna 16, Elk Grove, CA.10.11(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Laguna 16, Elk Grove, CA.10.11(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Laguna 16, Elk Grove, CA.10.12(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Capitol 16, San Jose, CA.10.12(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Capitol 16, San Jose, CA.10.12(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Capitol 16, San Jose, CA.10.12(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Capitol 16, San Jose, CA.10.12(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Capitol 16, San Jose, CA.10.13(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century 10 Berryessa, San Jose, CA.10.13(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 10 Berryessa, San Jose, CA.10.13(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 10 Berryessa, San Jose, CA.10.13(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century 10 Berryessa, San Jose, CA.10.13(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 10 Berryessa, San Jose, CA.10.14(a)
    
    Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and
Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA.10.14(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 14, Folsom, CA.10.14(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 14, Folsom, CA.10.14(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 14, Folsom, CA.10.15(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV.10.15(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Cinedome 12, Henderson, NV.10.15(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Cinedome 12, Henderson, NV.10.15(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Cinedome 12, Henderson, NV.10.15(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Cinedome 12, Henderson, NV.10.16(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Park 12, Redwood City, CA.10.16(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Park 12, Redwood City, CA.10.16(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Park 12, Redwood City, CA.10.16(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Park 12, Redwood City, CA.10.16(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Park 12, Redwood City, CA.10.17(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA.10.17(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 8, North Hollywood, CA.10.17(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 8, North Hollywood, CA.10.17(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century 8, North Hollywood, CA.10.17(e)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 8, North Hollywood, CA.
 E-4




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##### Table of Contents



Number
    
    Exhibit Title10.18(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Plaza 10, S. San Francisco, CA.10.18(b)
    
    First Amendment, dated as of October 31, 1996, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Plaza 10, S. San Francisco, CA.10.18(c)
    
    Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Plaza 10, S. San Francisco, CA.10.18(d)
    
    Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Plaza 10, S. San Francisco, CA.10.18(e)
    
    Fourth Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Plaza 10, S. San Francisco, CA.10.18(f)
    
    Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Plaza 10, S. San Francisco, CA.10.19(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Cinedome 8, Freemont, CA.10.19(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Freemont, CA.10.19(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Freemont, CA.10.19(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Cinedome 8, Freemont, CA.10.19(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Freemont, CA.10.20(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Cinedome 7, Newark, CA.10.20(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 7, Newark, CA.10.20(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 7, Newark, CA.10.20(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Cinedome 7, Newark, CA.10.20(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 7, Newark, CA.10.21(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA.10.21(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Cinema 16, Mountain View, CA.10.21(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Cinema 16, Mountain View, CA.10.21(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Cinema 16, Mountain View, CA.10.21(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Cinema 16, Mountain View, CA.10.22(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Sycal Properties, Inc. (succeeded by
Syufy Properties, Inc.), as landlord and Century Theatres of California, Inc., as tenant, for Cinearts 5,
Pleasant Hill, CA.10.22(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinearts 5, Pleasant Hill, CA.10.22(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinearts 5, Pleasant Hill, CA.10.22(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Cinearts 5, Pleasant Hill, CA.10.22(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinearts 5, Pleasant Hill, CA.10.23(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century 24, San Jose, CA.10.23(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 24, San Jose, CA.10.23(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 24, San Jose, CA.10.23(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century 24, San Jose, CA.10.23(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 24, San Jose, CA.10.24(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA.10.24(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Napa, CA.10.24(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Napa, CA.10.24(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Cinedome 8, Napa, CA.10.24(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Cinedome 8, Napa, CA.10.25(a)
    
    Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century
Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA.
 E-5




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##### Table of Contents



Number
    
    Exhibit Title10.25(b)
    
    First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of April 10, 1998, by and
between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union
Landing, Union City, CA.10.25(c)
    
    Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of April 10, 1998, by and
between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union
Landing, Union City, CA.10.25(d)
    
    Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of April 10, 1998, by and
between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union
Landing, Union City, CA.10.26(a)
    
    Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and
Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV.10.26(b)
    
    First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of March 7, 1997, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks,
Sparks, NV.10.26(c)
    
    Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of March 7, 1997, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century
Sparks, Sparks, NV.10.26(d)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks,
Sparks, NV.10.27(a)
    
    Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium
Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA.10.27(b)
    
    First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of October 1, 1996, by and
between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres,
Inc., as tenant, for Century Stadium 25, Orange, CA.10.27(c)
    
    Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of October 1, 1996, by and
between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres,
Inc., as tenant, for Century Stadium 25, Orange, CA.10.27(d)
    
    Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of October 1, 1996, by and
between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres,
Inc., as tenant, for Century Stadium 25, Orange, CA.10.28(a)
    
    Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc.(succeeded by Syufy
Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM.10.28(b)
    
    First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of July 1, 1996, by and
between Synm Properties Inc.(succeeded by Syufy Properties, Inc.), as landlord and Century Theatres,
Inc., as tenant, Century Rio 24, Albuquerque, NM.10.28(c)
    
    Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of July 1, 1996, by and
between Synm Properties Inc.(succeeded by Syufy Properties, Inc.), as landlord and Century Theatres,
Inc., as tenant, Century Rio 24, Albuquerque, NM.10.28(d)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and
between Synm Properties Inc.(succeeded by Syufy Properties, Inc.), as landlord and Century Theatres,
Inc., as tenant, Century Rio 24, Albuquerque, NM.10.29(a)
    
    Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA.10.29(b)
    
    First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 3, 1996, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14,
Roseville, CA.10.29(c)
    
    Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 3, 1996,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century
14, Roseville, CA.10.29(d)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14,
Roseville, CA.10.30(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of Nevada, Inc., as tenant, for Rancho Santa Fe 16, Las Vegas, NV.10.30(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Rancho Santa Fe 16, Las Vegas, NV.10.30(c)
    
    Second Amendment, dated as of September 30, 2006, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for
Rancho Santa Fe 16, Las Vegas, NV.10.31(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA.10.31(b)
    
    First Amendment, dated as of October 1, 1996, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 16, Ventura, CA.10.31(c)
    
    Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century Stadium 16, Ventura, CA.10.31(d)
    
    Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 16, Ventura, CA.10.31(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century Stadium 16, Ventura, CA.10.32(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA.10.32(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Northridge 14, Salinas, CA.10.32(c)
    
    Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Northridge 14, Salinas, CA.10.32(d)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Northridge 14, Salinas, CA.10.33(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syut Properties, Inc. (succeeded by
Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt
Lake City, UT.10.33(b)
    
    First Amendment, dated as of January 4, 1998, to Indenture of Lease, dated as of September 30, 1995, by
and between Syut Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century
Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT.10.33(c)
    
    Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995,
by and between Syut Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century
Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT.10.33(d)
    
    Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syut Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century
Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT.
 E-6




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##### Table of Contents



Number
    
    Exhibit Title10.33(e)
    
    Fourth Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syut Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century
Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT.10.33(f)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syut Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century
Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT.10.34(a)
    
    Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and
Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA.10.34(b)
    
    First Amendment, dated as of April 30, 2003, to Indenture of Lease, dated as of April 17, 1998, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur,
Larkspur, CA.10.34(c)
    
    Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of April 17, 1998, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur,
Larkspur, CA.10.34(d)
    
    Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of April 17, 1998, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century
Larkspur, Larkspur, CA.10.34(e)
    
    Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of April 17, 1998, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur,
Larkspur, CA.10.35(a)
    
    Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and
Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV.10.35(b)
    
    First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of August 1, 1997, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane
16, Reno, NV.10.35(c)
    
    Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of August 1, 1997, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park
Lane 16, Reno, NV.10.35(d)
    
    Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and
between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane
16, Reno, NV.10.36(a)
    
    Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord
and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA.10.36(b)
    
    First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 16, Sacramento, CA.10.36(c)
    
    Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 16, Sacramento, CA.10.36(d)
    
    Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century 16, Sacramento, CA.10.36(e)
    
    Fourth Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995,
by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant,
for Century 16, Sacramento, CA.10.36(f)
    
    Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by
and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for
Century 16, Sacramento, CA.10.37(a)
    
    Lease Agreement, dated as of October 31, 1997, by and between Sycal Properties, Inc. (succeeded by 150
Pelican LLC), as landlord and Century Theatres, Inc., as tenant, for office building situated at 150
Pelican Way, San Rafael, CA.10.37(b)
    
    First Amendment, dated as of December 1, 1998, to Lease Agreement, dated as of October 31, 1997, by and
between Sycal Properties, Inc. (succeeded by 150 Pelican LLC), as landlord and Century Theatres, Inc., as
tenant, for office building situated at 150 Pelican Way, San Rafael, CA.10.37(c)
    
    Second Amendment, dated as of October 4, 2006, to Lease Agreement, dated as of October 31, 1997, by and
between Sycal Properties, Inc. (succeeded by 150 Pelican LLC), as landlord and Century Theatres, Inc., as
tenant, for office building situated at 150 Pelican Way, San Rafael, CA.10.38
    
    Stock Purchase Agreement, dated as of August 7, 2006, by and among Cinemark USA, Inc, Cinemark Holdings,
Inc., Syufy Enterprises LP, Century Theatres, Inc. and Century Theatres Holdings, LLC (incorporated by
reference to Exhibit 10.1 to current Report on Form 8-K, File No, 000-47040, filed by Cinemark USA, Inc.
on August 11, 2006).10.39
    
    Termination Agreement to Amended and Restated Agreement to Participate in Profits and Losses, dated as of
May 3, 2007, by and between Cinemark USA, Inc. and Alan W. Stock (incorporated by reference to Exhibit
10.2 to Cinemark Holdings, Inc.s Current Report on Form 8K, File No. 001-33401, filed May 3, 2007).*12
    
    Calculation of Ratio of Earnings to Fixed Charges.*21
    
    Subsidiaries of Cinemark Holdings, Inc.*23.1
    
    Consent of Deloitte & Touche LLP.*23.2
    
    Consent of National CineMedia, LLC.*23.3
    
    Consent of Deloitte & Touche LLP.*31.1
    
    Certification of Alan Stock, Chief Executive Officer.*31.2
    
    Certification of Robert Copple, Chief Financial Officer.*32.1
    
    Certification of Alan Stock, Chief Executive Officer.*32.2
    
    Certification of Robert Copple, Chief Financial Officer.
 
 *
    
    Filed herewith.+
    
    Any management contract, compensatory plan or arrangement. E-7