##### 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, 2009
 Commission File Number 001-33401
 CINEMARK HOLDINGS, INC.
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    20-5490327
(I.R.S. Employer
Identification No.)3900 Dallas Parkway 
Suite 500Plano, Texas
(Address of principal executive offices)
    
    75093
(Zip Code)
   None
  None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer
þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting companyo
 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
    
    
    14Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    21Item 4. Reserved
    
    
    21PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    25Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    47Item 8. Financial Statements and Supplementary Data
    
    
    48Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    48Item 9A. Controls and Procedures
    
    
    49PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    51Item 11. Executive Compensation
    
    
    51Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters
    
    
    51Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    51Item 14. Principal Accounting Fees and Services
    
    
    51PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    51SIGNATURES
    
    
    52EX-10.5.UEX-10.6.CEX-12EX-21EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



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
   Segment Reporting.
 www.cinemark.com.
 Description of Business
     2




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Motion Picture Industry Overview
   Domestic Markets
   U.S. BoxOffice Revenues
    
    Attendance
    
    Average TicketYear
    
    ($ in millions)
    
    (in millions)
    
    Price1998
    
    $
    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
    
    
    $
    6.882008
    
    $
    9,791
    
    
    
    1,364
    
    
    $
    7.18
 Avatar, Transformers:
Revenge of the Fallen, Harry Potter and the Half-Blood Prince, Up, Twilight Saga: New Moon, The
Hangover, Star Trek, Monsters vs. Aliens, Ice Age: Dawn of the Dinosaurs, The Blind Side, X-Men
Origins: Wolverine, Night at the Museum 2: Battle of the Smithsonian, The Proposal, 2012, Fast &
Furious, G.I. Joe: The Rise of the Cobra, Paul Blart: Mall Cop, Taken, A Christmas Carol, Angels &
Demons, Terminator Salvation, Cloudy with a Chance of Meatballs, Inglorious Basterds, G-Force,
District 9, Couples Retreat, Paranormal Activity, Watchmen.
 Avatar
 3




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Avatar Alice in
Wonderland, How to Train a Dragon, Clash of the Titans, Iron Man 2, Shrek Forever After, Sex and
the City 2, Toy Story 3, Little Fockers, The A Team, Tron: Legacy, Robin Hood, Despicable Me,
Tangled, Megamind Twilight Harry Potter
 International Markets
    Drivers of Continued Industry Success
  Importance of Theatrical Success in Establishing Movie Brands and Subsequent Markets.
 Increased Importance of International Markets for Box Office Success . Harry Potter and the Half-Blood
Prince Ice Age: Dawn of the
Dinosaur Avatar
 Stable Long-Term Attendance Trends.
 Convenient and Affordable Form of Out-Of-Home Entertainment.
 Innovation with Digital Technology.
 4




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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.
 Solid Balance Sheet with Significant Cash Flow from Operating Activities.
 Experienced Management.
 Our Strategy
  5




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Establish and Maintain Leading Market Positions.
 Continue to Focus on Operational Excellence.
 Selectively Build in Profitable, Strategic Latin American Markets.
 Commitment to Digital Innovation.
 6




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Theatre Operations
  United States Theatres
 Total
    
    TotalState
    
    Theatres
    
    ScreensTexas
    
    
    79
    
    
    
    1,024California
    
    
    62
    
    
    
    752Ohio
    
    
    20
    
    
    
    223Utah
    
    
    13
    
    
    
    169Nevada
    
    
    10
    
    
    
    154Illinois
    
    
    9
    
    
    
    128Colorado
    
    
    8
    
    
    
    127Arizona
    
    
    7
    
    
    
    106Oregon
    
    
    7
    
    
    
    102Kentucky
    
    
    7
    
    
    
    87Pennsylvania
    
    
    6
    
    
    
    89Oklahoma
    
    
    6
    
    
    
    67Florida
    
    
    5
    
    
    
    98Louisiana
    
    
    5
    
    
    
    74Indiana
    
    
    5
    
    
    
    48New Mexico
    
    
    4
    
    
    
    54Virginia
    
    
    4
    
    
    
    52North Carolina
    
    
    4
    
    
    
    41Mississippi
    
    
    3
    
    
    
    41Iowa
    
    
    3
    
    
    
    37Arkansas
    
    
    3
    
    
    
    30Washington
    
    
    2
    
    
    
    30Georgia
    
    
    2
    
    
    
    27New York
    
    
    2
    
    
    
    27South Carolina
    
    
    2
    
    
    
    22West Virginia
    
    
    2
    
    
    
    22Maryland
    
    
    1
    
    
    
    24Kansas
    
    
    1
    
    
    
    20Alaska
    
    
    1
    
    
    
    16Michigan
    
    
    1
    
    
    
    16New Jersey
    
    
    1
    
    
    
    16Missouri
    
    
    1
    
    
    
    15South Dakota
    
    
    1
    
    
    
    14Tennessee
    
    
    1
    
    
    
    14Wisconsin
    
    
    1
    
    
    
    14Massachusetts
    
    
    1
    
    
    
    12Delaware
    
    
    1
    
    
    
    10Minnesota
    
    
    1
    
    
    
    8Montana
    
    
    1
    
    
    
    8United States
    
    
    293
    
    
    
    3,818Canada
    
    
    1
    
    
    
    12Total
    
    
    294
    
    
    
    3,830
  7




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International Theatres
 Total
    
    TotalCountry
    
    Theatres
    
    ScreensBrazil
    
    
    46
    
    
    
    388Mexico
    
    
    31
    
    
    
    296Central America(1)
    
    
    12
    
    
    
    81Chile
    
    
    11
    
    
    
    87Colombia
    
    
    11
    
    
    
    64Argentina
    
    
    9
    
    
    
    74Peru
    
    
    6
    
    
    
    50Ecuador
    
    
    4
    
    
    
    26Total
    
    
    130
    
    
    
    1,066
 
 (1)
    
    Includes Honduras, El Salvador, Nicaragua, Costa Rica,
Panama and Guatemala.   Film Licensing
    8




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Crazy Heart, Up in the Air, Young Victoria, The Hurt Locker Precious
 Concessions
  
    
    Optimization of product mix.We offer concession products that primarily include
various sizes of popcorn, soft drinks, candy and quickly-prepared food, such as hot dogs
and nachos. Different varieties and flavors of candy and soft drinks are offered at
theatres based on preferences in that particular market. Our point of sale system allows us
to monitor product sales and make changes to product mix when necessary, as we take
advantage of national product launches. Specially priced combos and promotions are
introduced 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 sales of certain
promotional items.
 
    
    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. We have self-service concession areas in many of our theatres, which
allow customers to select their own refreshments and proceed to the cash register when they
are ready. This design allows for efficient service, enhanced choices and superior
visibility of concession items. Concession designs in many of our new theatres have
incorporated the self-service model.
 
    
    Cost control.We negotiate prices for concession supplies directly with concession
vendors and manufacturers to obtain volume 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. We conduct weekly inventory of all concession products at each theatre to
ensure proper stock levels are maintained for business.
 9




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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, and
 
    
    live and pre-recorded concerts, sporting events and other non-film entertainment
programming.
   Participation in Digital Cinema Implementation Partners
    10




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Marketing
 www.cinemark.com
   Online Sales
 www.cinemark.com. www.fandango.com.
 Point of Sale Systems
  11




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Competition
     Corporate Operations
   Employees
  Regulations
  12




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Financial Information About Geographic Areas
  13




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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.
  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.
  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.
  14




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Our results of operations may be impacted by shrinking video release windows.
  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 flows to payments on our
lease and debt obligations, thereby reducing the availability of our cash flows from
operations 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.
   15




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General political, social and economic conditions can adversely affect our attendance.
  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 insufficient financing to obtain digital projectors and insufficient supply of digital projectors.
  We are subject to uncertainties relating to future expansion plans, including our ability to
identify suitable acquisition candidates or site locations, and to obtain financing for such
activities on favorable terms or at all.
  16




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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, or the DOJ, we could be subject to further litigation.
  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.
   17




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The impairment or insolvency of other financial institutions could adversely affect us.
  A credit market crisis may adversely affect our ability to raise capital and may materially
impact our operations.
  We may be subject to liability under environmental laws and regulations.
  The
interests of Madison Dearborn Capital Partners IV, L.P., or MDCP, may not be aligned with
yours.
  18




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Our ability to pay dividends may be limited or otherwise restricted.
  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.
  The market price of our common stock may be volatile.
  19




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Future sales of our common stock may adversely affect the prevailing market price.
     Legislative or regulatory initiatives related to global warming/climate change concerns may
negatively impact our business.
  
 Item 1B.
    
    Unresolved Staff Comments
  20




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Item 2.
    
    Properties
 United States
  International
   
 Item 3.
    
    Legal Proceedings
   
 Item 4.
    
    Reserved
 21




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##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information and Holders of Our Common Stock
  Fiscal 2008
    
    Fiscal 2009High
    

Low
    
    High
    
    LowFirst Quarter (January 1, 2009  March 31, 2009)
    
    $
    17.09
    
    
    $
    12.24
    
    
    $
    10.26
    
    
    $
    6.75Second Quarter (April 1, 2009  June 30, 2009)
    
    $
    15.73
    
    
    $
    12.05
    
    
    $
    11.49
    
    
    $
    8.63Third Quarter (July 1, 2009  September 30, 2009)
    
    $
    16.30
    
    
    $
    11.08
    
    
    $
    11.65
    
    
    $
    9.50Fourth Quarter (October 1, 2009  December 31, 2009)
    
    $
    14.51
    
    
    $
    6.73
    
    
    $
    14.85
    
    
    $
    10.08
  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 million02/13/09
    
    
    03/05/09
    
    
    
    03/20/09
    
    
    $
    0.18
    
    
    $19.6 million05/13/09
    
    
    06/02/09
    
    
    
    06/18/09
    
    
    $
    0.18
    
    
    $19.7 million07/29/09
    
    
    08/17/09
    
    
    
    09/01/09
    
    
    $
    0.18
    
    
    $19.7 million11/04/09
    
    
    11/25/09
    
    
    
    12/10/09
    
    
    $
    0.18
    
    
    $19.7 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.  22




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Performance Graph
  
 
   4/24/2007
    
    
    6/29/2007
    
    
    9/28/2007
    
    
    12/31/2007
    
    
    3/31/2008
    
    
    6/30/2008
    
    
    9/30/2008
    
    
    12/31/2008
    
    
    3/31/2009
    
    
    6/30/2009
    
    
    9/30/2009
    
    
    12/31/2009Cinemark
Holdings Inc.
    
    
    $
    100
    
    
    
    $
    94
    
    
    
    $
    98
    
    
    
    $
    90
    
    
    
    $
    68
    
    
    
    $
    69
    
    
    
    $
    72
    
    
    
    $
    40
    
    
    
    $
    50
    
    
    
    $
    61
    
    
    
    $
    56
    
    
    
    $
    78S&P © 500
    
    
    
    100
    
    
    
    
    102
    
    
    
    
    103
    
    
    
    
    99
    
    
    
    
    89
    
    
    
    
    86
    
    
    
    
    79
    
    
    
    
    61
    
    
    
    
    54
    
    
    
    
    62
    
    
    
    
    71
    
    
    
    
    75Peer Group (2
Stocks)*
    
    
    
    100
    
    
    
    
    99
    
    
    
    
    91
    
    
    
    
    58
    
    
    
    
    61
    
    
    
    
    49
    
    
    
    
    46
    
    
    
    
    33
    
    
    
    
    38
    
    
    
    
    52
    
    
    
    
    54
    
    
    
    
    53
 *
    
    The 2-Stock Peer Group consists of Regal Entertainment Group and Carmike Cinemas, Inc. Securities Authorized for Issuance under Equity Compensation Plans
  Number of
    
    Weighted
    
    Number of SecuritiesSecurities to be
    
    Average Exercise
    
    Remaining Available forIssued upon
    
    Price of
    
    Future Issuance UnderExercise of
    
    Outstanding
    
    Equity Compensation PlansOutstanding
    
    Options,
    
    (Excluding SecuritiesOptions, Warrants
    
    Warrants and
    
    Reflected in the FirstPlan Category
    
    and Rights
    
    Rights
    
    Column)Equity compensation plans approved by security holders
    
    
    1,231,892
    
    
    $
    7.63
    
    
    
    10,897,498Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,231,892
    
    
    $
    7.63
    
    
    
    10,897,498
 23




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##### Table of Contents



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
 24




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##### Table of Contents



Item 6.
    
    Selected Financial Data
  Year Ended December 31,2005
    
    2006
    
    2007
    
    2008
    
    2009(Dollars in thousands, except per share data)Statement of Operations Data:Revenues:Admissions
    
    $
    641,240
    
    
    $
    760,275
    
    
    $
    1,087,480
    
    
    $
    1,126,977
    
    
    $
    1,293,378Concession
    
    
    320,072
    
    
    
    375,798
    
    
    
    516,509
    
    
    
    534,836
    
    
    
    602,880Other
    
    
    59,285
    
    
    
    84,521
    
    
    
    78,852
    
    
    
    80,474
    
    
    
    80,242Total revenues
    
    $
    1,020,597
    
    
    $
    1,220,594
    
    
    $
    1,682,841
    
    
    $
    1,742,287
    
    
    $
    1,976,500Film rental and advertising
    
    
    347,727
    
    
    
    405,987
    
    
    
    589,717
    
    
    
    612,248
    
    
    
    708,160Concession supplies
    
    
    52,507
    
    
    
    59,020
    
    
    
    81,074
    
    
    
    86,618
    
    
    
    91,918Salaries and wages
    
    
    101,431
    
    
    
    118,616
    
    
    
    173,290
    
    
    
    180,950
    
    
    
    203,437Facility lease expense
    
    
    138,477
    
    
    
    161,374
    
    
    
    212,730
    
    
    
    225,595
    
    
    
    238,779Utilities and other
    
    
    123,831
    
    
    
    144,808
    
    
    
    191,279
    
    
    
    205,814
    
    
    
    222,660General and administrative expenses
    
    
    50,884
    
    
    
    67,768
    
    
    
    79,518
    
    
    
    90,788
    
    
    
    96,497Termination of profit participation agreement
    
    
    
    
    
    
    
    
    
    
    6,952
    
    
    
    
    
    
    
    Total depreciation and amortization
    
    
    86,126
    
    
    
    99,470
    
    
    
    151,716
    
    
    
    158,034
    
    
    
    149,515Impairment of long-lived assets
    
    
    51,677
    
    
    
    28,537
    
    
    
    86,558
    
    
    
    113,532
    
    
    
    11,858(Gain) loss on sale of assets and other
    
    
    4,436
    
    
    
    7,645
    
    
    
    (2,953
    )
    
    
    8,488
    
    
    
    3,202Total cost of operations
    
    
    957,096
    
    
    
    1,093,225
    
    
    
    1,569,881
    
    
    
    1,682,067
    
    
    
    1,726,026Operating income
    
    $
    63,501
    
    
    $
    127,369
    
    
    $
    112,960
    
    
    $
    60,220
    
    
    $
    250,474Interest expense
    
    $
    84,082
    
    
    $
    109,328
    
    
    $
    145,596
    
    
    $
    116,058
    
    
    $
    102,505Net income (loss)
    
    $
    (24,484
    )
    
    $
    2,310
    
    
    $
    89,712
    
    
    $
    (44,430
    )
    
    $
    100,756Net income (loss) attributable to Cinemark
Holdings, Inc.
    
    $
    (25,408
    )
    
    $
    841
    
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108Net income (loss) attributable to Cinemark
Holdings, Inc. per share:Basic
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    0.87
    
    
    $
    (0.45
    )
    
    $
    0.89Diluted
    
    $
    (0.31
    )
    
    $
    0.01
    
    
    $
    0.85
    
    
    $
    (0.45
    )
    
    $
    0.87
 25




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##### Table of Contents



Year Ended December 31,2005
    
    2006
    
    2007
    
    2008
    
    2009Other Financial Data:Ratio of earnings to fixed charges(1)
    
    
    
    
    
    
    1.09
    x
    
    
    1.96
    x
    
    
    
    
    
    
    1.84
    xCash flow provided by (used for):Operating activities
    
    $
    165,270
    
    
    $
    155,662
    
    
    $
    276,036
    
    
    $
    257,294
    
    
    $
    176,763Investing activities(2)
    
    
    (81,617
    )
    
    
    (631,747
    )
    
    
    93,178
    
    
    
    (94,942
    )
    
    
    (183,130
    )Financing activities
    
    
    (3,750
    )
    
    
    439,977
    
    
    
    (183,715
    )
    
    
    (135,091
    )
    
    
    78,299Capital expenditures
    
    
    (75,605
    )
    
    
    (107,081
    )
    
    
    (146,304
    )
    
    
    (106,109
    )
    
    
    (124,797
    )
 As of December 31,2005
    
    2006
    
    2007
    
    2008
    
    2009(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    182,199
    
    
    $
    147,099
    
    
    $
    338,043
    
    
    $
    349,603
    
    
    $
    437,936Theatre properties and equipment, net
    
    
    803,269
    
    
    
    1,324,572
    
    
    
    1,314,066
    
    
    
    1,208,283
    
    
    
    1,219,588Total assets
    
    
    1,864,852
    
    
    
    3,171,582
    
    
    
    3,296,892
    
    
    
    3,065,708
    
    
    
    3,276,448Total long-term debt and capital
lease obligations, including
current portion
    
    
    1,055,095
    
    
    
    2,027,480
    
    
    
    1,644,915
    
    
    
    1,632,174
    
    
    
    1,684,073Stockholders equity
    
    
    535,771
    
    
    
    705,910
    
    
    
    1,035,385
    
    
    
    824,227
    
    
    
    914,628
 Year Ended December 31,2005
    
    2006
    
    2007
    
    2008
    
    2009Operating Data:United States(3)Theatres operated (at period end)
    
    
    200
    
    
    
    281
    
    
    
    287
    
    
    
    293
    
    
    
    294Screens operated (at period end)
    
    
    2,417
    
    
    
    3,523
    
    
    
    3,654
    
    
    
    3,742
    
    
    
    3,830Total attendance (in 000s)
    
    
    105,573
    
    
    
    118,714
    
    
    
    151,712
    
    
    
    147,897
    
    
    
    165,112International(4)Theatres operated (at period end)
    
    
    108
    
    
    
    115
    
    
    
    121
    
    
    
    127
    
    
    
    130Screens operated (at period end)
    
    
    912
    
    
    
    965
    
    
    
    1,011
    
    
    
    1,041
    
    
    
    1,066Total attendance (in 000s)
    
    
    60,104
    
    
    
    59,550
    
    
    
    60,958
    
    
    
    63,413
    
    
    
    71,622Worldwide(3)(4)Theatres operated (at period end)
    
    
    308
    
    
    
    396
    
    
    
    408
    
    
    
    420
    
    
    
    424Screens operated (at period end)
    
    
    3,329
    
    
    
    4,488
    
    
    
    4,665
    
    
    
    4,783
    
    
    
    4,896Total attendance (in 000s)
    
    
    165,677
    
    
    
    178,264
    
    
    
    212,670
    
    
    
    211,310
    
    
    
    236,734
 
 (1)
    
    For the purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes plus fixed charges excluding capitalized
interest. Fixed charges consist of interest expense, capitalized interest, amortization of
debt issue costs and that portion of rental expense which we believe to be representative of
the interest factor. For the years ended December 31, 2005 and 2008, earnings were
insufficient to cover fixed charges by $15.6 million and $27.1 million, respectively.(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. 26




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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. This discussion contains forward-looking
statements. See Cautionary Statement Regarding Forward-Looking Statements and Risk Factors for
a discussion of the uncertainties and risk associated with these statements.
 Overview
  Segment Reporting
 Revenues and Expenses
 Avatar, Transformers: Revenge of the Fallen, Harry Potter and the
Half-Blood Prince, Up, Twilight Saga: New Moon, The Hangover, Star Trek, Monsters vs. Aliens, Ice
Age: Dawn of the Dinosaurs, The Blind Side, X-Men Origins: Wolverine, Night at the Museum 2: Battle
of the Smithsonian, The Proposal, 2012, Fast & Furious, G.I. Joe: The Rise of the Cobra, Paul
Blart: Mall Cop, Taken, A Christmas Carol, Angels & Demons, Terminator Salvation, Cloudy with a
Chance of Meatballs, Inglorious Basterds, G-Force, District 9, Couples Retreat, Paranormal
Activity, Watchmen Avatar Alice in Wonderland, How to Train a Dragon, Clash of the Titans,
Iron Man 2, Shrek Forever After, Sex and the City 2, Toy Story 3, Little Fockers, The A Team, Tron:
Legacy, Robin Hood, Despicable Me, Tangled, Megamind Twilight Harry Potter
     27




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Critical Accounting Policies
  Revenue and Expense Recognition
     28




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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
  29




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Acquisitions
  Income Taxes
 Income Taxes
 30




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Recent Developments
 Dividend Declaration
  Amendment and Extension of Senior Secured Credit Facility
    Earthquake in Chile
  DCIP
   31




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##### Table of Contents



Results of Operations
  Year Ended December 31,2007
    
    2008
    
    2009Operating data (in millions):RevenuesAdmissions
    
    $
    1,087.5
    
    
    $
    1,127.0
    
    
    $
    1,293.4Concession
    
    
    516.5
    
    
    
    534.8
    
    
    
    602.9Other
    
    
    78.8
    
    
    
    80.5
    
    
    
    80.2Total revenues
    
    $
    1,682.8
    
    
    $
    1,742.3
    
    
    $
    1,976.5Cost of operationsFilm rentals and advertising
    
    $
    589.7
    
    
    $
    612.2
    
    
    $
    708.2Concession supplies
    
    
    81.1
    
    
    
    86.6
    
    
    
    91.9Salaries and wages
    
    
    173.3
    
    
    
    181.0
    
    
    
    203.4Facility lease expense
    
    
    212.7
    
    
    
    225.6
    
    
    
    238.8Utilities and other
    
    
    191.3
    
    
    
    205.8
    
    
    
    222.7General and administrative expenses
    
    
    86.5
    
    
    
    90.8
    
    
    
    96.5Depreciation and amortization
    
    
    151.7
    
    
    
    158.1
    
    
    
    149.5Impairment of long-lived assets
    
    
    86.6
    
    
    
    113.5
    
    
    
    11.8(Gain) loss on sale of assets and other
    
    
    (3.0
    )
    
    
    8.5
    
    
    
    3.2Total cost of operations
    
    $
    1,569.9
    
    
    $
    1,682.1
    
    
    $
    1,726.0Operating income
    
    $
    112.9
    
    
    $
    60.2
    
    
    $
    250.5Operating data as a percentage of total revenues:RevenuesAdmissions
    
    
    64.6
    %
    
    
    64.7
    %
    
    
    65.4
    %Concession
    
    
    30.7
    %
    
    
    30.7
    %
    
    
    30.5
    %Other
    
    
    4.7
    %
    
    
    4.6
    %
    
    
    4.1
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations (1)Film rentals and advertising
    
    
    54.2
    %
    
    
    54.3
    %
    
    
    54.8
    %Concession supplies
    
    
    15.7
    %
    
    
    16.2
    %
    
    
    15.2
    %Salaries and wages
    
    
    10.3
    %
    
    
    10.4
    %
    
    
    10.3
    %Facility lease expense
    
    
    12.6
    %
    
    
    12.9
    %
    
    
    12.1
    %Utilities and other
    
    
    11.4
    %
    
    
    11.8
    %
    
    
    11.3
    %General and administrative expenses
    
    
    5.1
    %
    
    
    5.2
    %
    
    
    4.9
    %Depreciation and amortization
    
    
    9.0
    %
    
    
    9.1
    %
    
    
    7.6
    %Impairment of long-lived assets
    
    
    5.2
    %
    
    
    6.5
    %
    
    
    0.6
    %(Gain) loss on sale of assets and other
    
    
    (0.1
    )%
    
    
    0.5
    %
    
    
    0.2
    %Total cost of operations
    
    
    93.3
    %
    
    
    96.5
    %
    
    
    87.3
    %Operating income
    
    
    6.7
    %
    
    
    3.5
    %
    
    
    12.7
    %Average screen count (month end average)
    
    
    4,558
    
    
    
    4,703
    
    
    
    4,860Revenues per average screen (dollars)
    
    $
    369,200
    
    
    $
    370,469
    
    
    $
    406,681
 
 (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. 32




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Comparison of Years Ended December 31, 2009 and December 31, 2008
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues (1)
    
    $
    1,025.9
    
    
    $
    889.1
    
    
    
    15.4
    %
    
    $
    267.5
    
    
    $
    237.9
    
    
    
    12.4
    %
    
    $
    1,293.4
    
    
    $
    1,127.0
    
    
    
    14.8
    %Concession revenues (1)
    
    $
    485.2
    
    
    $
    426.5
    
    
    
    13.8
    %
    
    $
    117.7
    
    
    $
    108.3
    
    
    
    8.7
    %
    
    $
    602.9
    
    
    $
    534.8
    
    
    
    12.7
    %Other revenues (1)(2)
    
    $
    43.6
    
    
    $
    40.9
    
    
    
    6.6
    %
    
    $
    36.6
    
    
    $
    39.6
    
    
    
    (7.6
    )%
    
    $
    80.2
    
    
    $
    80.5
    
    
    
    (0.4
    )%Total revenues (1)(2)
    
    $
    1,554.7
    
    
    $
    1,356.5
    
    
    
    14.6
    %
    
    $
    421.8
    
    
    $
    385.8
    
    
    
    9.3
    %
    
    $
    1,976.5
    
    
    $
    1,742.3
    
    
    
    13.4
    %Attendance (1)
    
    
    165.1
    
    
    
    147.9
    
    
    
    11.6
    %
    
    
    71.6
    
    
    
    63.4
    
    
    
    12.9
    %
    
    
    236.7
    
    
    
    211.3
    
    
    
    12.0
    %Revenues per average screen
(2)
    
    $
    408,017
    
    
    $
    368,313
    
    
    
    10.8
    %
    
    $
    401,828
    
    
    $
    378,252
    
    
    
    6.2
    %
    
    $
    406,681
    
    
    $
    370,469
    
    
    
    9.8
    %
 
 (1)
    
    Amounts in millions.(2)
    
    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 $166.4 million
was primarily attributable to a 12.0% increase in attendance and a
2.4% increase in average ticket price from $5.33 for 2008 to $5.46
for 2009. The increase in concession revenues of $68.1 million was
primarily attributable to the 12.0% increase in attendance and a
0.8% increase in concession revenues per patron from $2.53 for 2008
to $2.55 for 2009. The increase in average ticket price was
primarily due to incremental 3-D and premium pricing and other
price increases, and the increase in concession revenues per patron
were primarily due to price increases.
    
    U.S.The increase in admissions revenues of $136.8 million was
primarily attributable to an 11.6% increase in attendance and a
3.3% increase in average ticket price from $6.01 for 2008 to $6.21
for 2009. The increase in concession revenues of $58.7 million was
primarily attributable to the 11.6% increase in attendance and a
2.1% increase in concession revenues per patron from $2.88 for 2008
to $2.94 for 2009. The increase in average ticket price was
primarily due to incremental 3-D and premium pricing and other
price increases, and the increase in concession revenues per patron
was primarily due to price increases.
    
    International.The increase in admissions revenues of $29.6 million
was primarily attributable to a 12.9% increase in attendance,
partially offset by a 0.3% decrease in average ticket price from
$3.75 for 2008 to $3.74 for 2009. The increase in concession
revenues of $9.4 million was primarily attributable to the 12.9%
increase in attendance, partially offset by a 4.1% decrease in
concession revenues per patron from $1.71 for 2008 to $1.64 for
2009. The decreases in average ticket price and concession revenues
per patron were due to the unfavorable impact of exchange rates
during most of the year in certain countries in which we operate.
The 7.6% decrease in other revenues was primarily due to the
unfavorable impact of exchange rates during most of the year in
certain countries in which we operate.
 33




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##### Table of Contents



Cost of Operations.
 InternationalU.S.
    
    OperatingOperating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    572.3
    
    
    $
    494.6
    
    
    $
    135.9
    
    
    $
    117.6
    
    
    $
    708.2
    
    
    $
    612.2Concession supplies
    
    
    61.9
    
    
    
    58.5
    
    
    
    30.0
    
    
    
    28.1
    
    
    
    91.9
    
    
    
    86.6Salaries and wages
    
    
    168.8
    
    
    
    149.5
    
    
    
    34.6
    
    
    
    31.5
    
    
    
    203.4
    
    
    
    181.0Facility lease expense
    
    
    178.8
    
    
    
    166.8
    
    
    
    60.0
    
    
    
    58.8
    
    
    
    238.8
    
    
    
    225.6Utilities and other
    
    
    163.5
    
    
    
    151.8
    
    
    
    59.2
    
    
    
    54.0
    
    
    
    222.7
    
    
    
    205.8
 
    
    Consolidated.Film rentals and advertising costs were $708.2 million, or 54.8% of admissions
revenues, for 2009 compared to $612.2 million, or 54.3% of admissions revenues, for 2008. The
increase in film rentals and advertising costs of $96.0 million is primarily due to the $166.4
million increase in admissions revenues. The increase in the film rentals and advertising rate
is primarily due to higher film rental rates associated with the increased number of
blockbuster films released in 2009. Concession supplies expense was $91.9 million, or 15.2% of
concession revenues, for 2009, compared to $86.6 million, or 16.2% of concession revenues, for
2008. The decrease in the concession supplies rate is primarily related to the benefit of our
new U.S. beverage agreement that was effective at the beginning of 2009.
 Salaries and wages increased to $203.4 million for 2009 from $181.0 million for 2008 primarily
due to increased staffing levels to support the 12.0% increase in attendance, increased minimum
wage rates and new theatre openings. Facility lease expense increased to $238.8 million for 2009
from $225.6 million for 2008 primarily due to new theatres and increased percentage rent related
to the 13.4% increase in revenues. Utilities and other costs increased to $222.7 million for
2009 from $205.8 million for 2008 primarily due to increased variable costs related to the 12.0%
increase in attendance, increased costs related to new theatres, increased repairs and
maintenance expense and increased 3-D equipment rental fees.
 
    
    U.S.Film rentals and advertising costs were $572.3 million, or 55.8% of admissions revenues,
for 2009 compared to $494.6 million, or 55.6% of admissions revenues, for 2008. The increase
in film rentals and advertising costs of $77.7 million is due primarily to the $136.8 million
increase in admissions revenues. The increase in the film rentals and advertising rate is
primarily due to higher film rental rates associated with the increased number of blockbuster
films released in 2009. Concession supplies expense was $61.9 million, or 12.8% of concession
revenues, for 2009, compared to $58.5 million, or 13.7% of concession revenues, for 2008. The
decrease in the concession supplies rate is primarily related to the benefit of our new U.S.
beverage agreement that was effective at the beginning of 2009.Salaries and wages increased to $168.8 million for 2009 from $149.5 million for 2008 primarily
due to increased staffing levels to support the 11.6% increase in attendance, increased minimum
wage rates and new theatre openings. Facility lease expense increased to $178.8 million for 2009
from $166.8 million for 2008 primarily due to new theatres and increased percentage rent related
to the 14.6% increase in revenues. Utilities and other costs increased to $163.5 million for
2009 from $151.8 million for 2008 primarily due to increased variable costs related to the 11.6%
increase in attendance, increased costs related to new theatres, increased repairs and
maintenance expense and increased 3-D equipment rental fees.
 
    
    International.Film rentals and advertising costs were $135.9 million, or 50.8% of admissions
revenues, for 2009 compared to $117.6 million, or 49.4% of admissions revenues, for 2008. The
increase in the film rentals and advertising rate is primarily due to higher film rental rates
associated with the increased number of blockbuster films released in 2009. Concession
supplies expense was $30.0 million, or 25.5% of concession revenues, for 2009 compared to
$28.1 million, or 25.9% of concession revenues, for 2008.Salaries and wages increased to $34.6 million for 2009 from $31.5 million for 2008 primarily due
to increased staffing levels to support the 12.9% increase in attendance, increases in wage
rates and new theatre openings. Facility lease expense increased to $60.0 million for 2009 from
$58.8 million for 2008 primarily due to new theatres and increased percentage rent related to
the 9.3% increase in revenues. Utilities and other costs increased to $59.2 million for 2009
from $54.0 million for 2008 primarily due to increased variable costs related to the 12.9%
increase in
 34




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##### Table of Contents



attendance, increased costs related to new theatres, increased repairs and maintenance expense
and increased 3-D equipment rental fees.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets.
 Loss on Sale of Assets and Other.
 Interest Expense.
 Interest Income.
 (Gain) Loss on Early Retirement of Debt 3 4 3 4
 Distributions from NCM.
 Income Taxes.
 35




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##### Table of Contents



Comparison of Years Ended December 31, 2008 and December 31, 2007
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeAdmissions revenues
(1)
    
    $
    889.1
    
    
    $
    879.1
    
    
    
    1.1
    %
    
    $
    237.9
    
    
    $
    208.4
    
    
    
    14.2
    %
    
    $
    1,127.0
    
    
    $
    1,087.5
    
    
    
    3.6
    %Concession
revenues(1)
    
    $
    426.5
    
    
    $
    424.4
    
    
    
    0.5
    %
    
    $
    108.3
    
    
    $
    92.1
    
    
    
    17.6
    %
    
    $
    534.8
    
    
    $
    516.5
    
    
    
    3.5
    %Other revenues (1)(2)
    
    $
    40.9
    
    
    $
    45.6
    
    
    
    (10.3
    %)
    
    $
    39.6
    
    
    $
    33.2
    
    
    
    19.3
    %
    
    $
    80.5
    
    
    $
    78.8
    
    
    
    2.2
    %Total revenues (1)(2)
    
    $
    1,356.5
    
    
    $
    1,349.1
    
    
    
    0.5
    %
    
    $
    385.8
    
    
    $
    333.7
    
    
    
    15.6
    %
    
    $
    1,742.3
    
    
    $
    1,682.8
    
    
    
    3.5
    %Attendance (1)
    
    
    147.9
    
    
    
    151.7
    
    
    
    (2.5
    %)
    
    
    63.4
    
    
    
    61.0
    
    
    
    3.9
    %
    
    
    211.3
    
    
    
    212.7
    
    
    
    (0.7
    %)Revenues per average screen
(2)
    
    $
    368,313
    
    
    $
    376,771
    
    
    
    (2.2
    %)
    
    $
    378,252
    
    
    $
    341,451
    
    
    
    10.8
    %
    
    $
    370,469
    
    
    $
    369,200
    
    
    
    0.3
    %
 
 (1)
    
    Amounts in millions.(2)
    
    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.
 36




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##### Table of Contents



Cost of Operations.
 InternationalU.S. Operating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007Film rentals and advertising
    
    $
    494.6
    
    
    $
    485.2
    
    
    $
    117.6
    
    
    $
    104.5
    
    
    $
    612.2
    
    
    $
    589.7Concession supplies
    
    $
    58.5
    
    
    $
    57.8
    
    
    $
    28.1
    
    
    $
    23.3
    
    
    $
    86.6
    
    
    $
    81.1Salaries and wages
    
    $
    149.5
    
    
    $
    146.7
    
    
    $
    31.5
    
    
    $
    26.6
    
    
    $
    181.0
    
    
    $
    173.3Facility lease expense
    
    $
    166.8
    
    
    $
    161.7
    
    
    $
    58.8
    
    
    $
    51.0
    
    
    $
    225.6
    
    
    $
    212.7Utilities and other
    
    $
    151.8
    
    
    $
    149.0
    
    
    $
    54.0
    
    
    $
    42.3
    
    
    $
    205.8
    
    
    $
    191.3
 
    
    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.Salaries and wages increased to $181.0 million for 2008 from $173.3 million for 2007, facility
lease expense increased to $225.6 million for 2008 from $212.7 million for 2007 and utilities
and other costs increased to $205.8 million for 2008 from $191.3 million for 2007, all of which
increased primarily due to increased revenues, new theatre openings and the impact of exchange
rates in certain countries in which we operate.
    
    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.Salaries and wages increased to $149.5 million for 2008 from $146.7 million for 2007, facility
lease expense increased to $166.8 million for 2008 from $161.7 million for 2007 and utilities
and other costs increased to $151.8 million for 2008 from $149.0 million for 2007, all of which
increased primarily due to new theatre openings.
    
    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 rentals
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.Salaries and wages increased to $31.5 million for 2008 from $26.6 million for 2007, facility
lease expense increased to $58.8 million for 2008 from $51.0 million for 2007 and utilities and
other costs increased to $54.0 million for 2008 from $42.3 million for 2007, all of which
increased primarily due to increased revenues, new theatre openings and the impact of exchange
rates in certain countries in which we operate.
 General and Administrative Expenses.
 37




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##### Table of Contents



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
 38




---



##### Table of Contents



3 4
 Distributions from NCM.
 Income Taxes.
 Liquidity and Capital Resources
 Operating Activities
 3 4
 Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalYear Ended December 31, 2007
    
    $
    113.3
    
    
    $
    33.0
    
    
    $
    146.3Year Ended December 31, 2008
    
    $
    69.9
    
    
    $
    36.2
    
    
    $
    106.1Year Ended December 31, 2009
    
    $
    36.5
    
    
    $
    88.3
    
    
    $
    124.8
  39




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##### Table of Contents



Financing Activities
 3 4 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 million02/13/09
    
    
    03/05/09
    
    
    
    03/20/09
    
    
    $
    0.18
    
    
    $19.6 million05/13/09
    
    
    06/02/09
    
    
    
    06/18/09
    
    
    $
    0.18
    
    
    $19.7 million07/29/09
    
    
    08/17/09
    
    
    
    09/01/09
    
    
    $
    0.18
    
    
    $19.7 million11/04/09
    
    
    11/25/09
    
    
    
    12/10/09
    
    
    $
    0.18
    
    
    $19.7 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. 40




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##### Table of Contents



December 31, 2008
    
    December 31, 2009Cinemark USA, Inc. term loan
    
    $
    1,094.8
    
    
    $
    1,083.6Cinemark
USA, Inc. 8
5/8% senior notes due 2019 (1)
    
    
    
    
    
    
    458.9Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    411.3
    
    
    
    Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    0.2
    
    
    
    0.2Other long-term debt
    
    
    2.2
    
    
    
    1.0Total long-term debt
    
    
    1,508.5
    
    
    
    1,543.7Less current portion
    
    
    12.5
    
    
    
    12.2Long-term debt, less current portion
    
    $
    1,496.0
    
    
    $
    1,531.5
 
 (1)
    
    Includes the $470.0 million aggregate principal amount of the 8.625%
senior notes before the original issue discount, which was $11.1 million as of
December 31, 2009.   Payments Due by Period(in millions)Less Than
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    1 - 3 Years
    
    4 - 5 Years
    
    5 YearsLong-term debt (1)
    
    $
    1,554.8
    
    
    $
    12.2
    
    
    $
    282.8
    
    
    $
    789.8
    
    
    $
    470.0Scheduled interest payments on long-term debt(2)
    
    
    497.5
    
    
    
    74.1
    
    
    
    144.9
    
    
    
    97.8
    
    
    
    180.7Operating lease obligations
    
    
    1,865.6
    
    
    
    192.6
    
    
    
    375.5
    
    
    
    358.2
    
    
    
    939.3Capital lease obligations
    
    
    140.4
    
    
    
    7.3
    
    
    
    15.1
    
    
    
    19.3
    
    
    
    98.7Scheduled interest payments on capital leases
    
    
    108.0
    
    
    
    14.0
    
    
    
    25.8
    
    
    
    22.3
    
    
    
    45.9Employment agreements
    
    
    11.1
    
    
    
    3.7
    
    
    
    7.4
    
    
    
    
    
    
    
    Purchase commitments(3)
    
    
    63.0
    
    
    
    32.9
    
    
    
    29.5
    
    
    
    0.5
    
    
    
    0.1Current liability for uncertain tax positions(4)
    
    
    13.2
    
    
    
    13.2
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,253.6
    
    
    $
    350.0
    
    
    $
    881.0
    
    
    $
    1,287.9
    
    
    $
    1,734.7
 
 (1)
    
    Includes the 8.625% senior notes in the aggregate principal amount of $470.0
million excluding the discount of $11.1 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, 2009. The average interest rates on our fixed rate and
variable rate debt were 7.6% and 2.0%, respectively, as of December 31, 2009.(3)
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of December 31, 2009.(4)
    
    The contractual obligations table excludes the long-term portion of our
liability for uncertain tax positions of $18.4 million because we cannot make a reliable
estimate of the timing of the related cash payments. Senior Secured Credit Facility
  41




---



##### Table of Contents



42




---



##### Table of Contents



Cinemark
USA, Inc. 8
5/8% Senior Notes
 3 4
     Cinemark, Inc. 9 3/4% Senior Discount Notes
 3 4
 43




---



##### Table of Contents



3 4
 3 4
 3 4
 3 4 3 4
  3 4
 Cinemark USA, Inc. 9% Senior Subordinated Notes
    44




---



##### Table of Contents



Covenant Compliance
   Ratings
  Category
    
    Moodys
    
    Standard and PoorsCinemark USA, Inc. 8.625% Senior Notes
    
    B3
    
    B-Cinemark USA, Inc. Senior Secured Credit Facility
    
    Ba3
    
    B
 New Accounting Pronouncements
 Fair Value Measurements.
 Business
Combinations
 45




---



##### Table of Contents



Noncontrolling Interest
in Consolidated Financial Statements
 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
 Subsequent Events
 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles
 46




---



##### Table of Contents



Seasonality
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
      47




---



##### Table of Contents



Expected Maturity for the Twelve-Month Periods Ending December 31,(in millions)
    
    AverageFair
    
    Interest2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.2
    
    
    $
    
    
    
    $
    470.0
    
    
    $
    770.2
    
    
    $
    772.4
    
    
    
    7.6
    %Variable rate
    
    
    12.2
    
    
    
    11.2
    
    
    
    271.6
    
    
    
    489.6
    
    
    
    
    
    
    $
    
    
    
    
    784.6
    
    
    
    741.4
    
    
    
    2.0
    %Total debt
    
    $
    12.2
    
    
    $
    11.2
    
    
    $
    271.6
    
    
    $
    789.8
    
    
    $
    
    
    
    $
    470.0
    
    
    $
    1,554.8
    
    
    $
    1,513.8
 
 (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
  48




---



##### 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
  49




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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
  /s/Deloitte & Touche LLP
 
 50




---



##### 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
 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.
 Exhibits
  Financial Statement Schedules
   51




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##### Table of Contents



SIGNATURES
  Dated: March 10, 2010
    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 Mitchell
    
    Chairman of the Board of Directors and Director
    
    March 10, 2010Lee Roy Mitchell/s/ Alan W. Stock
    
    Chief Executive OfficerAlan W. Stock
    
    (principal
executive officer)
    
    March 10, 2010/s/ Robert Copple

Robert Copple
    
    Executive Vice President; Treasurer and Chief
Financial Officer (principal financial and
accounting officer)
    
    March 10, 2010/s/ Benjamin D. Chereskin
    
    Director
    
    March 10, 2010Benjamin D. Chereskin/s/ Vahe A. Dombalagian
    
    Director
    
    March 10, 2010Vahe A. Dombalagian/s/ Peter R. Ezersky
    
    Director
    
    March 10, 2010Peter R. Ezersky/s/ Enrique F. Senior
    
    Director
    
    March 10, 2010Enrique F. Senior/s/ Raymond W. Syufy
    
    Director
    
    March 10, 2010Raymond W. Syufy/s/ Carlos M. Sepulveda
    
    Director
    
    March 10, 2010Carlos M. Sepulveda/s/ Roger T. Staubach
    
    Director
    
    March 10, 2010Roger T. Staubach/s/ Donald G. Soderquist
    
    Director
    
    March 10, 2010Donald G. Soderquist/s/ Steven Rosenberg
    
    Director
    
    March 10, 2010Steven Rosenberg
 52




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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.




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##### 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, 2008 and 2009
    
    
    F-3Consolidated Statements of Operations for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-4Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the
Years Ended December 31, 2007, 2008 and 2009
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7Schedule I  Condensed Financial Information of Registrant
    
    
    F-42FINANCIAL STATEMENTS OF 50-PERCENT-OR-LESS-OWNED INVESTEE
    
    
    F-48
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal ControlIntegrated Framework
 /s/ Deloitte & Touche LLP
 
 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 31,2008
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    349,603
    
    
    $
    437,936Inventories
    
    
    8,024
    
    
    
    9,854Accounts receivable
    
    
    24,688
    
    
    
    33,110Income tax receivable
    
    
    8,948
    
    
    
    13,025Deferred tax asset
    
    
    2,799
    
    
    
    3,321Prepaid expenses and other
    
    
    9,319
    
    
    
    10,051Total current assets
    
    
    403,381
    
    
    
    507,297Theatre properties and equipmentLand
    
    
    96,718
    
    
    
    94,879Buildings
    
    
    396,028
    
    
    
    394,654Property under capital lease
    
    
    184,248
    
    
    
    204,881Theatre furniture and equipment
    
    
    546,466
    
    
    
    639,538Leasehold interests and improvements
    
    
    541,140
    
    
    
    602,583Total
    
    
    1,764,600
    
    
    
    1,936,535Less accumulated depreciation and amortization
    
    
    556,317
    
    
    
    716,947Theatre properties and equipment, net
    
    
    1,208,283
    
    
    
    1,219,588Other assetsGoodwill
    
    
    1,039,818
    
    
    
    1,116,302Intangible assets  net
    
    
    341,768
    
    
    
    342,998Investment in NCM
    
    
    19,141
    
    
    
    34,232Investments in and advances to affiliates
    
    
    4,284
    
    
    
    3,529Deferred charges and other assets  net
    
    
    49,033
    
    
    
    52,502Total other assets
    
    
    1,454,044
    
    
    
    1,549,563Total assets
    
    $
    3,065,708
    
    
    $
    3,276,448Liabilities and stockholders equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    12,450
    
    
    $
    12,227Current portion of capital lease obligations
    
    
    5,532
    
    
    
    7,340Current liability for uncertain tax positions
    
    
    10,775
    
    
    
    13,229Accounts payable
    
    
    54,596
    
    
    
    53,709Accrued film rentals
    
    
    43,750
    
    
    
    69,216Accrued interest
    
    
    4,343
    
    
    
    6,411Accrued payroll
    
    
    23,995
    
    
    
    29,928Accrued property taxes
    
    
    23,486
    
    
    
    22,913Accrued other current liabilities
    
    
    52,243
    
    
    
    65,859Total current liabilities
    
    
    231,170
    
    
    
    280,832Long-term liabilitiesLong-term debt, less current portion
    
    
    1,496,012
    
    
    
    1,531,478Capital lease obligations, less current portion
    
    
    118,180
    
    
    
    133,028Deferred tax liability
    
    
    135,417
    
    
    
    124,823Liability for uncertain tax positions
    
    
    6,748
    
    
    
    18,432Deferred lease expenses
    
    
    23,371
    
    
    
    27,698Deferred revenue  NCM
    
    
    189,847
    
    
    
    203,006Other long-term liabilities
    
    
    40,736
    
    
    
    42,523Total long-term liabilities
    
    
    2,010,311
    
    
    
    2,080,988Commitments and contingencies (see Note 22)Stockholders equityCinemark Holdings, Inc.s stockholders equityCommon stock, $0.001 par value: 300,000,000 shares authorized,
108,835,365 shares issued and outstanding at December 31, 2008; and
114,222,523
shares issued and 110,917,105 shares outstanding at December 31, 2009
    
    
    109
    
    
    
    114Additional paid-in-capital
    
    
    962,353
    
    
    
    1,011,667Treasury stock, 3,305,418 common shares at cost
    
    
    
    
    
    
    (43,895
    )Retained deficit
    
    
    (78,859
    )
    
    
    (60,595
    )Accumulated other comprehensive loss
    
    
    (72,347
    )
    
    
    (7,459
    )Total Cinemark Holdings, Inc.s stockholders equity
    
    
    811,256
    
    
    
    899,832Noncontrolling interests
    
    
    12,971
    
    
    
    14,796Total
stockholders equity
    
    
    824,227
    
    
    
    914,628Total liabilities and stockholders equity
    
    $
    3,065,708
    
    
    $
    3,276,448
  F-3




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In thousands, except per share data)
 December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009RevenuesAdmissions
    
    $
    1,087,480
    
    
    $
    1,126,977
    
    
    $
    1,293,378Concession
    
    
    516,509
    
    
    
    534,836
    
    
    
    602,880Other
    
    
    78,852
    
    
    
    80,474
    
    
    
    80,242Total revenues
    
    
    1,682,841
    
    
    
    1,742,287
    
    
    
    1,976,500Cost of operationsFilm rentals and advertising
    
    
    589,717
    
    
    
    612,248
    
    
    
    708,160Concession supplies
    
    
    81,074
    
    
    
    86,618
    
    
    
    91,918Salaries and wages
    
    
    173,290
    
    
    
    180,950
    
    
    
    203,437Facility lease expense
    
    
    212,730
    
    
    
    225,595
    
    
    
    238,779Utilities and other
    
    
    191,279
    
    
    
    205,814
    
    
    
    222,660General and administrative expenses
    
    
    79,518
    
    
    
    90,788
    
    
    
    96,497Termination of profit participation agreement
    
    
    6,952
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    148,781
    
    
    
    155,326
    
    
    
    148,264Amortization of favorable/unfavorable leases
    
    
    2,935
    
    
    
    2,708
    
    
    
    1,251Impairment of long-lived assets
    
    
    86,558
    
    
    
    113,532
    
    
    
    11,858(Gain) loss on sale of assets and other
    
    
    (2,953
    )
    
    
    8,488
    
    
    
    3,202Total cost of operations
    
    
    1,569,881
    
    
    
    1,682,067
    
    
    
    1,726,026Operating income
    
    
    112,960
    
    
    
    60,220
    
    
    
    250,474Other income (expense)Interest expense
    
    
    (145,596
    )
    
    
    (116,058
    )
    
    
    (102,505
    )Interest income
    
    
    18,263
    
    
    
    13,265
    
    
    
    4,909Gain on NCM transaction
    
    
    210,773
    
    
    
    
    
    
    
    Gain on Fandango transaction
    
    
    9,205
    
    
    
    
    
    
    
    Foreign currency exchange gain
    
    
    438
    
    
    
    986
    
    
    
    635Gain (loss) on early retirement of debt
    
    
    (13,456
    )
    
    
    1,698
    
    
    
    (27,878
    )Distributions from NCM
    
    
    11,499
    
    
    
    18,838
    
    
    
    20,822Dividend income
    
    
    50
    
    
    
    49
    
    
    
    51Equity in loss of affiliates
    
    
    (2,462
    )
    
    
    (2,373
    )
    
    
    (907
    )Total other income (expense)
    
    
    88,714
    
    
    
    (83,595
    )
    
    
    (104,873
    )Income (loss) before income taxes
    
    
    201,674
    
    
    
    (23,375
    )
    
    
    145,601Income taxes
    
    
    111,962
    
    
    
    21,055
    
    
    
    44,845Net income (loss)
    
    
    89,712
    
    
    
    (44,430
    )
    
    
    100,756Less: Net income attributable to noncontrolling interests
    
    
    792
    
    
    
    3,895
    
    
    
    3,648Net income (loss) attributable to Cinemark Holdings, Inc.
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108Weighted average shares outstandingBasic
    
    
    102,177
    
    
    
    107,341
    
    
    
    108,563Diluted
    
    
    104,720
    
    
    
    107,341
    
    
    
    110,255Earnings
(loss) per share attributable to Cinemark Holdings, Inc.s common stockholders:Basic
    
    $
    0.87
    
    
    $
    (0.45
    )
    
    $
    0.89Diluted
    
    $
    0.85
    
    
    $
    (0.45
    )
    
    $
    0.87
  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, 2007, 2008 AND 2009
(In thousands)
 TotalAccumulated
    
    Cinemark
    
    
    
    
    
    
    
    
    
    Comprehensive Income (Loss)Common Stock
    
    Treasury Stock
    
    Additional
    
    Retained
    
    Other
    
    Holdings, Inc.
    
    
    
    
    
    Total
    
    
    
    
    
    Attributable to:Shares
    
    
    
    
    
    Shares
    
    
    
    
    
    Paid-in-
    
    Earnings
    
    Comprehensive
    
    Stockholders
    
    Noncontrolling
    
    Stockholders
    
    Cinemark
    
    NoncontrollingIssued
    
    Amount
    
    Issued
    
    Amount
    
    Capital
    
    (Deficit)
    
    Income (Loss)
    
    Equity
    
    Interests
    
    Equity
    
    Holdings, Inc.
    
    Interests
    
    TotalBalance at January 1, 2007
    
    
    92,561
    
    
    $
    93
    
    
    
    
    
    
    $
    
    
    
    $
    685,433
    
    
    $
    (7,692
    )
    
    $
    11,463
    
    
    $
    689,297
    
    
    $
    16,613
    
    
    $
    705,910Tax adjustment related to the adoption of paragraph 10 of FASB ASC Topic 740
(formerly FIN 48) related to uncertain tax positions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,093
    )
    
    
    
    
    
    
    (1,093
    )
    
    
    
    
    
    
    (1,093
    )Issuance of stock for initial public offering, net of fees
    
    
    13,889
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    245,835
    
    
    
    
    
    
    
    
    
    
    
    245,849
    
    
    
    
    
    
    
    245,849Issuance of restricted stock
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options, net of equity award repurchase
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,625
    
    
    
    
    
    
    
    
    
    
    
    3,625
    
    
    
    
    
    
    
    3,625Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,081
    
    
    
    
    
    
    
    
    
    
    
    3,081
    
    
    
    
    
    
    
    3,081Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    1,353Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,061
    )
    
    
    
    
    
    
    (33,061
    )
    
    
    
    
    
    
    (33,061
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,730
    )
    
    
    (1,730
    )Comprehensive
income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,920
    
    
    
    
    
    
    
    88,920
    
    
    
    792
    
    
    
    89,712
    
    
    
    88,920
    
    
    
    792
    
    
    
    89,712Fair value adjustments on interest
rate swap agreements, net of taxes of $7,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,348
    )
    
    
    (11,348
    )
    
    
    
    
    
    
    (11,348
    )
    
    
    (11,348
    )
    
    
    
    
    
    
    (11,348
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,580
    
    
    
    32,580
    
    
    
    507
    
    
    
    33,087
    
    
    
    32,580
    
    
    
    507
    
    
    
    33,087Balance at December 31, 2007
    
    
    106,984
    
    
    $
    107
    
    
    
    
    
    
    $
    
    
    
    $
    939,327
    
    
    $
    47,074
    
    
    $
    32,695
    
    
    $
    1,019,203
    
    
    $
    16,182
    
    
    $
    1,035,385
    
    
    $
    110,152
    
    
    $
    1,299
    
    
    $
    111,451Issuance of restricted stock, net of restricted stock forfeitures
    
    
    385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    169
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,292
    
    
    
    
    
    
    
    
    
    
    
    1,292
    
    
    
    
    
    
    
    1,292Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,113
    
    
    
    
    
    
    
    
    
    
    
    5,113
    
    
    
    
    
    
    
    5,113Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    474Issuance of shares as a result of Central America share exchange
    
    
    903
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    12,948
    
    
    
    
    
    
    
    
    
    
    
    12,949
    
    
    
    (3,245
    )
    
    
    9,704Issuance of shares as a result of Ecuador share exchange
    
    
    394
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    3,199
    
    
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    (1,574
    )
    
    
    1,626Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77,534
    )
    
    
    
    
    
    
    (77,534
    )
    
    
    
    
    
    
    (77,534
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Contribution by noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    585
    
    
    
    585Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,353
    )
    
    
    (1,353
    )Comprehensive income (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,325
    )
    
    
    
    
    
    
    (48,325
    )
    
    
    3,895
    
    
    
    (44,430
    )
    
    
    (48,325
    )
    
    
    3,895
    
    
    
    (44,430
    )Fair value adjustments on interest
rate swap agreements, net of taxes of $2,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,063
    )
    
    
    (22,063
    )
    
    
    
    
    
    
    (22,063
    )
    
    
    (22,063
    )
    
    
    
    
    
    
    (22,063
    )Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,351
    
    
    
    1,351
    
    
    
    
    
    
    
    1,351
    
    
    
    1,351
    
    
    
    
    
    
    
    1,351Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,330
    )
    
    
    (84,330
    )
    
    
    (1,519
    )
    
    
    (85,849
    )
    
    
    (84,330
    )
    
    
    (1,519
    )
    
    
    (85,849
    )Balance at December 31, 2008
    
    
    108,835
    
    
    $
    109
    
    
    
    
    
    
    $
    
    
    
    $
    962,353
    
    
    $
    (78,859
    )
    
    $
    (72,347
    )
    
    $
    811,256
    
    
    $
    12,971
    
    
    $
    824,227
    
    
    $
    (153,367
    )
    
    $
    2,376
    
    
    $
    (150,991
    )Issuance of restricted stock, net of restricted stock forfeitures
    
    
    479
    
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options, net of stock withholdings
    
    
    4,908
    
    
    
    5
    
    
    
    (3,275
    )
    
    
    (43,895
    )
    
    
    37,442
    
    
    
    
    
    
    
    
    
    
    
    (6,448
    )
    
    
    
    
    
    
    (6,448
    )Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,304
    
    
    
    
    
    
    
    
    
    
    
    4,304
    
    
    
    
    
    
    
    4,304Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,545
    
    
    
    
    
    
    
    
    
    
    
    7,545
    
    
    
    
    
    
    
    7,545Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,643
    )
    
    
    
    
    
    
    (78,643
    )
    
    
    
    
    
    
    (78,643
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (201
    )
    
    
    
    
    
    
    (201
    )
    
    
    
    
    
    
    (201
    )Purchase of noncontrolling interest share of an Argentina subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    (117
    )
    
    
    (94
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,322
    )
    
    
    (2,322
    )Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,108
    
    
    
    
    
    
    
    97,108
    
    
    
    3,648
    
    
    
    100,756
    
    
    
    97,108
    
    
    
    3,648
    
    
    
    100,756Fair value adjustments on interest
rate swap agreements, net of taxes of $2,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,898
    
    
    
    3,898
    
    
    
    
    
    
    
    3,898
    
    
    
    3,898
    
    
    
    
    
    
    
    3,898Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,633
    
    
    
    4,633
    
    
    
    
    
    
    
    4,633
    
    
    
    4,633
    
    
    
    
    
    
    
    4,633Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,357
    
    
    
    56,357
    
    
    
    616
    
    
    
    56,973
    
    
    
    56,357
    
    
    
    616
    
    
    
    56,973Balance at December 31, 2009
    
    
    114,222
    
    
    $
    114
    
    
    
    (3,305
    )
    
    $
    (43,895
    )
    
    $
    1,011,667
    
    
    $
    (60,595
    )
    
    $
    (7,459
    )
    
    $
    899,832
    
    
    $
    14,796
    
    
    $
    914,628
    
    
    $
    161,996
    
    
    $
    4,264
    
    
    $
    166,260
  F-5




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In thousands)
 2007
    
    
    2008
    
    
    2009Operating activitiesNet income (loss)
    
    $
    89,712
    
    
    $
    (44,430
    )
    
    $
    100,756Adjustments to reconcile net income (loss) to cash provided by operating activities:Depreciation
    
    
    144,629
    
    
    
    151,425
    
    
    
    144,055Amortization of intangible and other assets and unfavorable leases
    
    
    7,087
    
    
    
    6,609
    
    
    
    5,460Amortization of long-term prepaid rents
    
    
    1,146
    
    
    
    1,717
    
    
    
    1,389Amortization of debt issue costs
    
    
    4,727
    
    
    
    4,696
    
    
    
    4,775Amortization of deferred revenues, deferred lease incentives and other
    
    
    (2,508
    )
    
    
    (3,735
    )
    
    
    (4,810
    )Amortization of debt (premium) discount
    
    
    (678
    )
    
    
    
    
    
    
    365Amortization of accumulated other comprehensive loss related to
interest rate swap agreement
    
    
    
    
    
    
    1,351
    
    
    
    4,633Impairment of long-lived assets
    
    
    86,558
    
    
    
    113,532
    
    
    
    11,858Share based awards compensation expense
    
    
    3,081
    
    
    
    5,113
    
    
    
    4,304Gain on NCM transaction
    
    
    (210,773
    )
    
    
    
    
    
    
    Gain on Fandango transaction
    
    
    (9,205
    )
    
    
    
    
    
    
    (Gain) loss on sale of assets and other
    
    
    (2,953
    )
    
    
    8,488
    
    
    
    3,202Gain 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
    
    
    (15,661
    )
    
    
    839
    
    
    
    6,337Accretion of interest on senior discount notes
    
    
    41,423
    
    
    
    40,294
    
    
    
    8,085Deferred lease expenses
    
    
    5,979
    
    
    
    4,350
    
    
    
    3,960Deferred income taxes
    
    
    (34,614
    )
    
    
    (25,975
    )
    
    
    (12,614
    )Equity in loss of affiliates
    
    
    2,462
    
    
    
    2,373
    
    
    
    907Tax benefit related to stock option exercises
    
    
    1,353
    
    
    
    474
    
    
    
    7,545Interest paid on repurchased senior discount notes
    
    
    (16,592
    )
    
    
    (15,186
    )
    
    
    (158,349
    )Increase in deferred revenue related to NCM transaction
    
    
    174,001
    
    
    
    
    
    
    
    Increase in deferred revenue related to Fandango transaction
    
    
    5,000
    
    
    
    
    
    
    
    Increase in deferred revenue related to new U.S. beverage agreement
    
    
    
    
    
    
    
    
    
    
    6,550Distributions from equity investees
    
    
    
    
    
    
    644
    
    
    
    2,699Changes in other assets and liabilities
    
    
    1,862
    
    
    
    10,137
    
    
    
    35,656Net cash provided by operating activities
    
    
    276,036
    
    
    
    257,294
    
    
    
    176,763Investing activitiesAdditions to theatre properties and equipment
    
    
    (146,304
    )
    
    
    (106,109
    )
    
    
    (124,797
    )Proceeds from sale of theatre properties and equipment
    
    
    37,532
    
    
    
    2,539
    
    
    
    2,178Increase in escrow deposit due to like-kind exchange
    
    
    (22,739
    )
    
    
    (2,089
    )
    
    
    Return of escrow deposits
    
    
    
    
    
    
    24,828
    
    
    
    Acquisition of theatres in the U.S.
    
    
    
    
    
    
    (5,011
    )
    
    
    (48,950
    )Acquisition of theatres in Brazil
    
    
    
    
    
    
    (5,100
    )
    
    
    (9,061
    )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
    )
    
    
    (2,500
    )Net cash provided by (used for) investing activities
    
    
    93,178
    
    
    
    (94,942
    )
    
    
    (183,130
    )Financing activitiesNet proceeds from initial public offering
    
    
    245,849
    
    
    
    
    
    
    
    Proceeds from stock option exercises
    
    
    3,625
    
    
    
    1,292
    
    
    
    2,524Payroll taxes paid as a result of immaculate option exercises
    
    
    
    
    
    
    
    
    
    
    (8,972
    )Dividends paid to stockholders
    
    
    (33,061
    )
    
    
    (77,534
    )
    
    
    (78,643
    )Retirement of senior discount notes
    
    
    (43,136
    )
    
    
    (29,559
    )
    
    
    (261,054
    )Retirement of senior subordinated notes
    
    
    (332,066
    )
    
    
    (3
    )
    
    
    Proceeds from issuance of senior notes
    
    
    
    
    
    
    
    
    
    
    458,532Repayments of other long-term debt
    
    
    (19,438
    )
    
    
    (10,430
    )
    
    
    (12,605
    )Payments on capital leases
    
    
    (3,759
    )
    
    
    (4,901
    )
    
    
    (6,064
    )Payment of debt issue costs
    
    
    
    
    
    
    
    
    
    
    (13,003
    )Termination of interest rate swap agreement
    
    
    
    
    
    
    (12,725
    )
    
    
    Other
    
    
    (1,729
    )
    
    
    (1,231
    )
    
    
    (2,416
    )Net cash provided by (used for) financing activities
    
    
    (183,715
    )
    
    
    (135,091
    )
    
    
    78,299Effect of exchange rates on cash and cash equivalents
    
    
    5,445
    
    
    
    (15,701
    )
    
    
    16,401Increase in cash and cash equivalents
    
    
    190,944
    
    
    
    11,560
    
    
    
    88,333Cash and cash equivalents:Beginning of year
    
    
    147,099
    
    
    
    338,043
    
    
    
    349,603End of year
    
    $
    338,043
    
    
    $
    349,603
    
    
    $
    437,936Supplemental information (see Note 20)
  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
   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
   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 approximately 5 to 11 years.Vendor contracts
    
    Straight-line method over the terms of the
underlying contracts. The remaining terms of
the underlying contracts range from 2 to 13
years.Favorable/unfavorable 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 26 years.Other intangible assets
    
    Straight-line method over the terms of the
underlying agreement. The remaining term of
the underlying agreements range from 5 to 11
years.
 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
 Deferred Charges and Other Assets
 Lease Accounting
 Deferred Revenues
 Casualty Insurance 
 Revenue and Expense Recognition
  Accounting for Share Based Awards
 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
  Income Taxes  Accounting for
Uncertainty in Income Taxes  an interpretation of SFAS No. 109 Income Taxes Accounting for Income Taxes
 Segments Segment Reporting
 Use of Estimates
 Foreign Currency Translations
 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
 Fair Value Measurements 
 Beginning balance  January 1, 2008
    
    $
    (18,422
    )Total gains (losses):Included in
earnings (as a component of interest expense)
    
    
    5,422Included in accumulated other comprehensive loss
    
    
    (24,506
    )Settlements
    
    
    12,725Ending balance  December 31, 2008
    
    $
    (24,781
    )Total gains (losses):Included in accumulated other comprehensive loss
    
    
    6,257Ending balance  December 31, 2009
    
    $
    (18,524
    )
  Acquisitions
 2. NEW ACCOUNTING PRONOUNCEMENTS
 Fair Value Measurements.
 Business
Combinations
 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
  Noncontrolling Interest
in Consolidated Financial Statements
 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
 Subsequent Events
 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
 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
 3. INITIAL PUBLIC OFFERING OF COMMON STOCK
 3 4
 4. EARNINGS PER SHARE
    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
 Year ended December 31,2007
    
    2008
    
    2009Numerator:Net income (loss) attributable to Cinemark Holdings, Inc.
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108(Earnings) loss allocated to participating share-based awards (1)
    
    
    (3
    )
    
    
    129
    
    
    
    (635
    )Net income (loss) attributable to common stockholders
    
    $
    88,917
    
    
    $
    (48,196
    )
    
    $
    96,473Denominator(shares in thousands):Basic weighted average common stock outstanding
    
    
    102,177
    
    
    
    107,341
    
    
    
    108,563Common equivalent shares for stock options(2)
    
    
    2,543
    
    
    
    
    
    
    
    1,594Common equivalent shares for restricted stock units(2)
    
    
    
    
    
    
    
    
    
    
    98Diluted
    
    
    104,720
    
    
    
    107,341
    
    
    
    110,255Basic earnings (loss) per share attributable to common stockholders
    
    $
    0.87
    
    
    $
    (0.45
    )
    
    $
    0.89Diluted earnings (loss) per share attributable to common stockholders
    
    $
    0.85
    
    
    $
    (0.45
    )
    
    $
    0.87
 
 (1)
    
    For the years ended December 31, 2007, 2008 and 2009, a weighted average of
approximately 5 shares, 287 shares and 714 shares of unvested restricted stock,
respectively, are considered participating securities.(2)
    
    Diluted loss per share calculations for the year ended December 31, 2008 exclude
common equivalent shares for stock options of 1,971 and common equivalent shares for
restricted stock units of 47 because they were anti-dilutive. 5. DIVIDENDS
  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
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77,60802/13/09
    
    
    03/05/09
    
    
    
    03/20/09
    
    
    $
    0.18
    
    
    $
    19,61905/13/09
    
    
    06/02/09
    
    
    
    06/18/09
    
    
    $
    0.18
    
    
    $
    19,73407/29/09
    
    
    08/17/09
    
    
    
    09/01/09
    
    
    $
    0.18
    
    
    $
    19,73911/04/09
    
    
    11/25/09
    
    
    
    12/10/09
    
    
    $
    0.18
    
    
    $
    19,752Total - 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    78,844
 
 (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 dividends recorded during 2008 and 2009, $74 and $201, respectively, were
related to outstanding restricted stock units and will not be paid until such units vest. See
Notes 19 and 20. 6. ACQUISITION OF U.S. THEATRES
  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
  Theatre properties and equipment
    
    $
    25,575Brandname
    
    
    3,500Noncompete agreement
    
    
    1,630Goodwill
    
    
    44,565Unfavorable lease
    
    
    (3,600
    )Capital lease liability (for one theatre)
    
    
    (22,720
    )Total
    
    $
    48,950
  7. INVESTMENT IN NATIONAL CINEMEDIA LLC AND TRANSACTION RELATED TO ITS INITIAL PUBLIC OFFERING
     F-15




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
      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
    Gain
    
    
    
    
    
    Equity inInvestment
    
    Deferred
    
    on NCM
    
    Distributions
    
    (Earnings)
    
    Other
    
    Cashin NCM
    
    Revenue
    
    Transaction (2)
    
    from NCM
    
    Losses
    
    Revenue
    
    ReceivedBeginning balance on January 1, 2007
    
    $
    5,353
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Equity in losses
    
    
    (1,284
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,284
    
    
    
    
    
    
    
    Preferred and common unit redemption
    
    
    (4,069
    )
    
    
    
    
    
    
    (210,773
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    215,002ESA modification payment
    
    
    
    
    
    
    (174,001
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,001Revenues earned under ESA (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,664
    )
    
    
    5,664Amortization of deferred revenue
    
    
    
    
    
    
    1,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,305
    )
    
    
    Receipt of excess cash distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,499
    )
    
    
    
    
    
    
    
    
    
    
    11,499Balance as of and for the period ended
December 31, 2007
    
    $
    
    
    
    $
    (172,696
    )
    
    $
    (210,773
    )
    
    $
    (11,499
    )
    
    $
    1,284
    
    
    $
    (6,969
    )
    
    $
    406,166Receipt of common units due to 2008
common unit adjustment
    
    $
    19,020
    
    
    $
    (19,020
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Change of interest loss due to
extraordinary common unit adjustment
(3)

    
    (75
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Revenues earned under ESA (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,764
    )
    
    
    1,764Receipt of excess cash distributions
    
    
    (644
    )
    
    
    
    
    
    
    
    
    
    
    (16,005
    )
    
    
    
    
    
    
    
    
    
    
    16,649Receipt under tax receivable agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,833
    )
    
    
    
    
    
    
    
    
    
    
    2,833Equity in earnings
    
    
    840
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (840
    )
    
    
    
    
    
    
    Amortization of deferred revenue
    
    
    
    
    
    
    1,869
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,869
    )
    
    
    Balance as of and for the period ended
December 31, 2008
    
    $
    19,141
    
    
    $
    (189,847
    )
    
    $
    
    
    
    $
    (18,838
    )
    
    $
    (840
    )
    
    $
    (3,633
    )
    
    $
    21,246Receipt of common units due to 2009
common unit adjustment
    
    $
    15,536
    
    
    $
    (15,536
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Revenues earned under ESA (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,711
    )
    
    
    5,711Receipt of excess cash distributions
    
    
    (2,358
    )
    
    
    
    
    
    
    
    
    
    
    (17,738
    )
    
    
    
    
    
    
    
    
    
    
    20,096Receipt under tax receivable agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,084
    )
    
    
    
    
    
    
    
    
    
    
    3,084Equity in earnings
    
    
    1,913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,913
    )
    
    
    
    
    
    
    Amortization of deferred revenue
    
    
    
    
    
    
    2,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,377
    )
    
    
    Balance as of and for the period ended
December 31, 2009
    
    $
    34,232
    
    
    $
    (203,006
    )
    
    $
    
    
    
    $
    (20,822
    )
    
    $
    (1,913
    )
    
    $
    (8,088
    )
    
    $
    28,891
 
 (1)
    
    Amounts include the per patron and per digital screen theatre access fees due to
the Company, net of amounts due to NCM for on-screen advertising time provided to the
Companys beverage concessionaire. The amounts due to NCM for on-screen advertising time
provided to the Companys beverage concessionaire were approximately $10,367, $12,784 and
$9,719 for the years ended December 31, 2007, 2008 and 2009, respectively.(2)
    
    Amount is net of approximately $160 of costs incurred by the Company related to the
NCM transaction.(3)
    
    Loss was recorded as (gain) loss on sale of assets and other. 8. INVESTMENT IN DIGITAL CINEMA IMPLEMENTATION PARTNERS
   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
 9. SALE OF INVESTMENT IN FANDANGO, INC.
    10. SHARE EXCHANGES WITH NONCONTROLLING INTERESTS
   Net unfavorable leases
    
    $
    (443
    )Vendor contract
    
    
    1,034Tradename
    
    
    892Goodwill
    
    
    8,222Reduction of noncontrolling interest
    
    
    3,246$
    12,951
   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
   Net unfavorable leases
    
    $
    (161
    )Tradename
    
    
    313Goodwill
    
    
    1,473Reduction of noncontrolling interest
    
    
    1,575$
    3,200
  11. GOODWILL AND OTHER INTANGIBLE ASSETS  NET
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    TotalBalance at January 1, 2008 (1)
    
    $
    979,148
    
    
    $
    155,541
    
    
    $
    1,134,689Impairment charges
    
    
    (78,579
    )
    
    
    
    
    
    
    (78,579
    )Acquisition of one U.S. theatre (2)
    
    
    2,892
    
    
    
    
    
    
    
    2,892Acquisition of two Brazil theatres (3)
    
    
    
    
    
    
    2,247
    
    
    
    2,247Central America share exchange (4)
    
    
    
    
    
    
    8,222
    
    
    
    8,222Ecuador share exchange (4)
    
    
    
    
    
    
    1,473
    
    
    
    1,473Foreign currency translation adjustments
    
    
    
    
    
    
    (31,126
    )
    
    
    (31,126
    )Balance at December 31, 2008 (7)
    
    $
    903,461
    
    
    $
    136,357
    
    
    $
    1,039,818Acquisition of four U.S. theatres (5)
    
    
    44,565
    
    
    
    
    
    
    
    44,565Acquisition of one Brazil theatre (6)
    
    
    
    
    
    
    6,270
    
    
    
    6,270Foreign currency translation adjustments and other
    
    
    
    
    
    
    25,649
    
    
    
    25,649Balance at December 31, 2009 (7)
    
    $
    948,026
    
    
    $
    168,276
    
    
    $
    1,116,302
 
 (1)
    
    Balances are presented net of accumulated impairment losses of $135,452 for
the U.S. operating segment and $27,622 for the international operating segment.(2)
    
    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.(3)
    
    The Company acquired two theatres in Brazil during 2008 for approximately $5,100
which resulted in an allocation of $2,247 to goodwill, $2,368 to theatre properties and
equipment, and $485 to intangible assets.(4)
    
    See Note 10.(5)
    
    See Note 6.(6)
    
    The Company acquired one theatre in Brazil during 2009 for approximately $9,061
which resulted in a preliminary allocation of $6,270 to goodwill, $2,130 to theatre
properties and equipment and $661 to other current assets and liabilities.(7)
    
    Balances are presented net of accumulated impairment losses of $214,031 for the
U.S. operating segment and $27,622 for the international operating segment.  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
  December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2007
    
    Additions (1)
    
    Amortization
    
    Other (3)
    
    2008Intangible assets with finite lives:Vendor 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
    )
    
    
    29,176Other intangible assets:Gross carrying amount
    
    
    25,898
    
    
    
    (604
    )
    
    
    
    
    
    
    (2,438
    )
    
    
    22,856Accumulated amortization
    
    
    (17,166
    )
    
    
    
    
    
    
    (3,138
    )
    
    
    938
    
    
    
    (19,366
    )Net carrying amount
    
    
    8,732
    
    
    
    (604
    )
    
    
    (3,138
    )
    
    
    (1,500
    )
    
    
    3,490Total net intangible assets with finite lives
    
    
    42,363
    
    
    
    915
    
    
    
    (6,460
    )
    
    
    (4,152
    )
    
    
    32,666Intangible assets with indefinite lives:Tradename and other
    
    
    310,684
    
    
    
    1,205
    
    
    
    
    
    
    
    (2,787
    )
    
    
    309,102Total intangible assets  net
    
    $
    353,047
    
    
    $
    2,120
    
    
    $
    (6,460
    )
    
    $
    (6,939
    )
    
    $
    341,768
 December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2008
    
    Additions (2)
    
    Amortization
    
    Other (3)
    
    2009Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    $
    55,840
    
    
    $
    (375
    )
    
    $
    
    
    
    $
    1,009
    
    
    $
    56,474Accumulated amortization
    
    
    (26,664
    )
    
    
    
    
    
    
    (3,206
    )
    
    
    
    
    
    
    (29,870
    )Net carrying amount
    
    
    29,176
    
    
    
    (375
    )
    
    
    (3,206
    )
    
    
    1,009
    
    
    
    26,604Other intangible assets:Gross carrying amount
    
    
    22,856
    
    
    
    5,130
    
    
    
    
    
    
    
    (1,476
    )
    
    
    26,510Accumulated amortization
    
    
    (19,366
    )
    
    
    
    
    
    
    (2,434
    )
    
    
    1,204
    
    
    
    (20,596
    )Net carrying amount
    
    
    3,490
    
    
    
    5,130
    
    
    
    (2,434
    )
    
    
    (272
    )
    
    
    5,914Total net intangible assets with finite lives
    
    
    32,666
    
    
    
    4,755
    
    
    
    (5,640
    )
    
    
    737
    
    
    
    32,518Intangible assets with indefinite lives:Tradename
    
    
    309,102
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    310,480Total intangible assets  net
    
    $
    341,768
    
    
    $
    4,755
    
    
    $
    (5,640
    )
    
    $
    2,115
    
    
    $
    342,998
 
 (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).(2)
    
    The additions to other intangible assets are a result of the acquisition of theatres
in the U.S. as discussed in Note 6. The reduction in vendor contracts is a result of an
adjustment to the preliminary purchase price allocation related to the acquisition of theatres
in Brazil, which occurred during 2008.(3)
    
    Includes foreign currency translation adjustments, impairments and write-offs for
closed theatres. See Note 12 for summary of impairment charges.  For the year ended December 31, 2010
    
    $
    5,519For the year ended December 31, 2011
    
    
    5,279For the year ended December 31, 2012
    
    
    5,123For the year ended December 31, 2013
    
    
    4,377For the year ended December 31, 2014
    
    
    3,831Thereafter
    
    
    8,389Total
    
    $
    32,518
 12. IMPAIRMENT OF LONG-LIVED ASSETS
  F-20




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Year Ended December 31,2007
    
    2008
    
    2009United States theatre properties
    
    $
    12,423
    
    
    $
    27,761
    
    
    $
    10,013International theatre properties
    
    
    1,799
    
    
    
    6,869
    
    
    
    1,340Subtotal
    
    $
    14,222
    
    
    $
    34,630
    
    
    $
    11,353Intangible assets (see Note 11)
    
    
    4,611
    
    
    
    323
    
    
    
    358Goodwill (see Note 11)
    
    
    67,725
    
    
    
    78,579
    
    
    
    Equity investment
    
    
    
    
    
    
    
    
    
    
    147Impairment of long-lived assets
    
    $
    86,558
    
    
    $
    113,532
    
    
    $
    11,858
  13. DEFERRED CHARGES AND OTHER ASSETS  NET
  December 31,2008
    
    
    2009Debt issue costs
    
    $
    37,422
    
    
    $
    37,334Less: Accumulated amortization
    
    
    (14,218
    )
    
    
    (12,210
    )Subtotal
    
    
    23,204
    
    
    
    25,124Long-term prepaid rents
    
    
    16,833
    
    
    
    15,426Construction advances and other deposits
    
    
    1,677
    
    
    
    3,171Equipment to be placed in service
    
    
    5,413
    
    
    
    6,454Other
    
    
    1,906
    
    
    
    2,327Total
    
    $
    49,033
    
    
    $
    52,502
 5 8 3 4
 14. LONG-TERM DEBT
  December 31,2008
    
    2009Cinemark USA, Inc. term loan
    
    $
    1,094,800
    
    
    $
    1,083,600Cinemark
USA, Inc. 8 5/8% senior notes due 2019 (1)
    
    
    
    
    
    
    458,897Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    411,318
    
    
    
    Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    181
    
    
    
    181Other long-term debt
    
    
    2,163
    
    
    
    1,027Total long-term debt
    
    
    1,508,462
    
    
    
    1,543,705Less current portion
    
    
    12,450
    
    
    
    12,227Long-term debt, less current portion
    
    $
    1,496,012
    
    
    $
    1,531,478
 
 (1)
    
    Includes the $470,000 aggregate principal amount of the 8 5/8%
senior notes net of the unamortized discount of $11,103. F-21




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Senior Secured Credit Facility
        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
    Senior Notes
 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
  Senior Discount Notes
 3 4
 3 4
 3 4
 3 4
 3 4 3 4
  3 4
  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
 Senior Subordinated Notes
      Fair Value of Long Term Debt
  Covenant Compliance and Debt Maturity
  2010
    
    $
    12,2272011
    
    
    11,2002012
    
    
    271,6002013
    
    
    789,7812014
    
    
    Thereafter
    
    
    470,000
    (1)Total
    
    $
    1,554,808
 
 (1)
    
    Reflects the aggregate principal amount at maturity of the 8 5/8% senior notes before the original issue discount of $11,103 . 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
 15. INTEREST RATE SWAP AGREEMENTS
      16. FOREIGN CURRENCY TRANSLATION
  F-26




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
      17. INVESTMENTS IN AND ADVANCES TO AFFILIATES
  December 31,2008
    
    2009Investment in DCIP  investment, at equity 33% interest
    
    $
    1,017
    
    
    $
    640Cinemark  Core Pacific, Ltd. (Taiwan)  investment, at cost  14% interest
    
    
    1,383
    
    
    
    1,383Other
    
    
    1,884
    
    
    
    1,506Total
    
    $
    4,284
    
    
    $
    3,529
  18. NONCONTROLLING INTERESTS IN SUBSIDIARIES
  December 31,2008
    
    2009Cinemark Partners II  49.2% interest
    
    $
    8,114
    
    
    $
    7,961Cinemark Colombia, S.A.  49.0% interest
    
    
    3,105
    
    
    
    4,465Greeley Ltd.  49.0% interest
    
    
    1,015
    
    
    
    982Cinemark Panama S.A.  20% interest
    
    
    181
    
    
    
    369Others
    
    
    556
    
    
    
    1,019Total
    
    $
    12,971
    
    
    $
    14,796
  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
    Years ended December 31,2007
    
    2008
    
    2009Net income (loss) attributable to Cinemark Holdings, Inc.
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108Transfers from noncontrolling interestsIncrease in Cinemark Holdings, Inc. additional
paid-in-capital for Central America Share Exchange
    
    
    
    
    
    
    12,949
    
    
    
    Increase in Cinemark Holdings, Inc. additional
paid-in-capital for Ecuador Share Exchange
    
    
    
    
    
    
    3,200
    
    
    
    Increase in Cinemark Holdings, Inc. additional
paid-in-capital for buyout of Argentina noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    23Net transfers from non-controlling interests
    
    
    
    
    
    
    16,149
    
    
    
    23Change from net income (loss) attributable to Cinemark
Holdings, Inc. and transfers from noncontrolling interests
    
    $
    88,920
    
    
    $
    (32,176
    )
    
    $
    97,131
 19. CAPITAL STOCK
 Common Stock 
     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
  Treasury Stock 
 Share Based Awards
     Stock Options
 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
 Year Ended
    
    Year Ended
    
    Year EndedDecember 31, 2007
    
    December 31, 2008
    
    December 31, 2009Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    Average
    
    
    
    
    
    Average
    
    AggregateExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    IntrinsicShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    Price
    
    ValueOutstanding at January 1
    
    
    6,980,593
    
    
    $
    7.63
    
    
    
    6,323,429
    
    
    $
    7.63
    
    
    
    6,139,670
    
    
    $
    7.63Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (112,416
    )
    
    $
    7.63
    
    
    
    (14,492
    )
    
    $
    7.63
    
    
    
    
    
    
    
    Exercised
    
    
    (544,748
    )
    
    $
    7.63
    
    
    
    (169,267
    )
    
    $
    7.63
    
    
    
    (4,907,778
    )
    
    $
    7.63Outstanding at December 31
    
    
    6,323,429
    
    
    $
    7.63
    
    
    
    6,139,670
    
    
    $
    7.63
    
    
    
    1,231,892
    
    
    $
    7.63
    
    
    $
    8,303Vested options at December 31
    
    
    4,647,460
    
    
    $
    7.63
    
    
    
    5,809,343
    
    
    $
    7.63
    
    
    
    1,231,892
    
    
    $
    7.63
    
    
    $
    8,303
   Restricted Stock
  Year Ended
    
    Year Ended
    
    Year EndedDecember 31, 2007
    
    December 31, 2008
    
    December 31, 2009Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    ExerciseShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    PriceOutstanding at January 1
    
    
    
    
    
    
    
    
    
    
    21,880
    
    
    $
    18.28
    
    
    
    385,666
    
    
    $
    13.32Granted
    
    
    21,880
    
    
    $
    18.28
    
    
    
    392,317
    
    
    $
    13.32
    
    
    
    472,881
    
    
    $
    9.69Vested
    
    
    
    
    
    
    
    
    
    
    (22,032
    )
    
    $
    18.24
    
    
    
    (70,493
    )
    
    $
    13.77Forfeited
    
    
    
    
    
    
    
    
    
    
    (6,499
    )
    
    $
    13.14
    
    
    
    (23,976
    )
    
    $
    11.15Outstanding at December 31
    
    
    21,880
    
    
    $
    18.28
    
    
    
    385,666
    
    
    $
    13.32
    
    
    
    764,078
    
    
    $
    11.10
   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
  Restricted Stock Units
  Granted During the Year Ended December 31,2008
    
    2009Number of
    
    
    
    
    
    Number ofShares
    
    Value at
    
    Shares
    
    Value atVesting
    
    Grant
    
    Vesting
    
    Grantat IRR of at least 8.5%
    
    
    68,116
    
    
    $
    885
    
    
    
    101,051
    
    
    $
    963at IRR of at least 10.5%
    
    
    136,239
    
    
    $
    1,771
    
    
    
    202,117
    
    
    $
    1,927at IRR of at least 12.5%
    
    
    204,361
    
    
    $
    2,656
    
    
    
    303,168
    
    
    $
    2,891
   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
 20. SUPPLEMENTAL CASH FLOW INFORMATION
  Year Ended December 31,2007
    
    2008
    
    2009Cash paid for interest (1)
    
    $
    132,029
    
    
    $
    94,533
    
    
    $
    239,376Cash paid for income taxes, net of refunds received
    
    $
    139,443
    
    
    $
    36,203
    
    
    $
    46,213Noncash investing and financing activities:Change in construction lease obligations related to construction of theatres
    
    $
    (2,546
    )
    
    $
    
    
    
    $
    Changes in accounts payable and accrued expenses for the acquisition of
theatre properties and equipment (2)
    
    $
    (9,754
    )
    
    $
    3,723
    
    
    $
    (6,166
    )Theatre properties and equipment acquired under capital lease (3)
    
    $
    9,102
    
    
    $
    7,911
    
    
    $
    20,400Change in fair market values of interest rate swap agreements (See Note 15)
    
    $
    (11,348
    )
    
    $
    (22,063
    )
    
    $
    3,898Issuance of common stock as a result of the Central America Share Exchange
(See Note 10)
    
    $
    
    
    
    $
    12,949
    
    
    $
    Issuance of common stock as a result of the Ecuador Share Exchange (See
Note 10)
    
    $
    
    
    
    $
    3,200
    
    
    $
    Investment in NCM (See Note 7)
    
    $
    
    
    
    $
    19,020
    
    
    $
    15,536Dividends accrued on unvested restricted stock unit awards (See Note 19)
    
    $
    
    
    
    $
    (74
    )
    
    $
    (201
    )Shares issued upon immaculate stock option exercises (See Note 19)
    
    $
    
    
    
    $
    
    
    
    $
    34,923
 
 (1)
    
    Includes $158,349 of interest paid as a result of the repurchase of
approximately $419,403 aggregate principal amount of the Companys 9 3/4% senior discount notes
in 2009. The interest portion of the repurchase had accreted on the senior discount notes
since issuance during 2004.(2)
    
    Additions to theatre properties and equipment included in accounts payable as of
December 31, 2008 and 2009 were $13,989 and $7,823, respectively.(3)
    
    Amount recorded during the twelve months ended December 31, 2009 was a result of the
acquisition of theatres in the U.S. as discussed in Note 6.  21. INCOME TAXES
  Year Ended December 31,2007
    
    2008
    
    2009Income (loss) before income taxes:U.S.
    
    $
    188,773
    
    
    $
    (53,452
    )
    
    $
    98,908Foreign
    
    
    12,901
    
    
    
    30,077
    
    
    
    46,693Total
    
    $
    201,674
    
    
    $
    (23,375
    )
    
    $
    145,601Current:Federal
    
    $
    123,754
    
    
    $
    37,681
    
    
    $
    35,303Foreign
    
    
    5,519
    
    
    
    4,620
    
    
    
    13,706State
    
    
    17,304
    
    
    
    4,729
    
    
    
    8,450Total current expense
    
    
    146,577
    
    
    
    47,030
    
    
    
    57,459Deferred:Federal
    
    
    (33,103
    )
    
    
    (28,138
    )
    
    
    (9,527
    )Foreign
    
    
    286
    
    
    
    7,330
    
    
    
    (2,405
    )State
    
    
    (1,798
    )
    
    
    (5,167
    )
    
    
    (682
    )Total deferred taxes
    
    
    (34,615
    )
    
    
    (25,975
    )
    
    
    (12,614
    )Income tax expense
    
    $
    111,962
    
    
    $
    21,055
    
    
    $
    44,845
 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
  Year Ended December 31,2007
    
    2008
    
    2009Computed normal tax expense (benefit)
    
    $
    70,309
    
    
    $
    (9,544
    )
    
    $
    50,960Goodwill
    
    
    23,050
    
    
    
    27,503
    
    
    
    Foreign inflation adjustments
    
    
    (620
    )
    
    
    464
    
    
    
    1,614State and local income taxes, net of federal income tax impact
    
    
    10,078
    
    
    
    (2,506
    )
    
    
    5,215Foreign losses not benefited and other changes in valuation allowance
    
    
    (536
    )
    
    
    1,459
    
    
    
    (552
    )Foreign tax rate differential
    
    
    3,721
    
    
    
    1,537
    
    
    
    (1,464
    )Foreign dividends, including Section 965
    
    
    1,405
    
    
    
    2,084
    
    
    
    2,141Capital loss benefit
    
    
    
    
    
    
    
    
    
    
    (12,913
    )Changes in uncertain tax positions
    
    
    1,980
    
    
    
    
    
    
    
    6,957True up to deferred tax items
    
    
    
    
    
    
    
    
    
    
    (6,453
    )Other  net
    
    
    2,575
    
    
    
    58
    
    
    
    (660
    )Income taxes
    
    $
    111,962
    
    
    $
    21,055
    
    
    $
    44,845
  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
 Deferred Income Taxes
  December 31,2008
    
    2009Deferred liabilities:Theatre properties and equipment
    
    $
    105,079
    
    
    $
    102,464Deferred intercompany sales
    
    
    14,543
    
    
    
    8,650Intangible asset  contracts
    
    
    9,545
    
    
    
    8,873Intangible asset  tradenames
    
    
    114,379
    
    
    
    116,054Intangible asset  net favorable leases
    
    
    354
    
    
    
    (1,596
    )Investment in partnerships
    
    
    36,364
    
    
    
    38,405Total deferred liabilities
    
    
    280,264
    
    
    
    272,850Deferred assets:Deferred lease expenses
    
    
    11,923
    
    
    
    13,493Theatre properties and equipment
    
    
    9,693
    
    
    
    11,672Deferred revenue  NCM and Fandango
    
    
    65,613
    
    
    
    64,313Capital lease obligations
    
    
    46,098
    
    
    
    52,645Interest rate swaps agreements
    
    
    9,515
    
    
    
    7,157Tax loss carryforwards
    
    
    12,342
    
    
    
    12,747Alternative minimum tax and other credit carryforwards
    
    
    3,606
    
    
    
    5,634Other expenses, not currently deductible for tax purposes
    
    
    2,319
    
    
    
    1,915Total deferred assets
    
    
    161,109
    
    
    
    169,576Net deferred income tax liability before valuation allowance
    
    
    119,155
    
    
    
    103,274Valuation allowance against deferred assets
    
    
    13,463
    
    
    
    18,228Net deferred income tax liability
    
    $
    132,618
    
    
    $
    121,502Net deferred tax liability  Foreign
    
    $
    16,645
    
    
    $
    13,381Net deferred tax liability  U.S.
    
    
    115,973
    
    
    
    108,121Total
    
    $
    132,618
    
    
    $
    121,502
   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
 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
    
    $
    13,976Gross increases  tax positions in prior period
    
    
    2,274Gross increases  current-period tax positions
    
    
    7,607Balance at December 31, 2009
    
    $
    23,857
    22. COMMITMENTS AND CONTINGENCIES
 Leases
 Year Ended December 31,2007
    
    2008
    
    2009Fixed rent expense
    
    $
    164,915
    
    
    $
    175,368
    
    
    $
    181,075Contingent rent expense
    
    
    47,815
    
    
    
    50,227
    
    
    
    57,704Total facility lease expense
    
    $
    212,730
    
    
    $
    225,595
    
    
    $
    238,779
 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
  Operating
    
    
    CapitalLeases
    
    
    Leases2010
    
    $
    192,606
    
    
    $
    21,3292011
    
    
    189,798
    
    
    
    20,3892012
    
    
    185,663
    
    
    
    20,5282013
    
    
    181,536
    
    
    
    20,6662014
    
    
    176,684
    
    
    
    20,943Thereafter
    
    
    939,268
    
    
    
    144,554Total
    
    $
    1,865,555
    
    
    $
    248,409Amounts representing interest payments
    
    
    
    
    
    
    108,041Present value of future minimum payments
    
    
    
    
    
    $
    140,368Current portion of capital lease obligations
    
    
    
    
    
    
    7,340Capital lease obligations, less current portion
    
    
    
    
    
    $
    133,028
 Employment Agreements
 Retirement Savings Plan
 Litigation and Litigation Settlements United States v. Cinemark USA, Inc.
 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
  23. SEGMENTS
   Year Ended December 31,2007
    
    2008
    
    2009Revenues:U.S.
    
    $
    1,352,042
    
    
    $
    1,360,176
    
    
    $
    1,558,736International
    
    
    333,624
    
    
    
    385,817
    
    
    
    421,765Eliminations
    
    
    (2,825
    )
    
    
    (3,706
    )
    
    
    (4,001
    )Total revenues
    
    $
    1,682,841
    
    
    $
    1,742,287
    
    
    $
    1,976,500
 Year Ended December 31,2007
    
    2008
    
    2009Adjusted EBITDA:U.S.
    
    $
    309,800
    
    
    $
    291,487
    
    
    $
    361,685International
    
    
    67,138
    
    
    
    78,805
    
    
    
    83,839Total Adjusted EBITDA
    
    $
    376,938
    
    
    $
    370,292
    
    
    $
    445,524
 Year Ended December 31,2008
    
    2009Capital Expenditures:U.S.
    
    $
    77,193
    
    
    $
    81,695International
    
    
    28,916
    
    
    
    43,102Total capital expenditures
    
    $
    106,109
    
    
    $
    124,797
 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
  Year Ended December 31,2007
    
    2008
    
    2009Net income (loss)
    
    $
    89,712
    
    
    $
    (44,430
    )
    
    $
    100,756Add (deduct):Income taxes
    
    
    111,962
    
    
    
    21,055
    
    
    
    44,845Interest expense (1)
    
    
    145,596
    
    
    
    116,058
    
    
    
    102,505Gain on NCM transaction
    
    
    (210,773
    )
    
    
    
    
    
    
    Gain on Fandango transaction
    
    
    (9,205
    )
    
    
    
    
    
    
    (Gain) loss on early retirement of debt
    
    
    13,456
    
    
    
    (1,698
    )
    
    
    27,878Other income (2)
    
    
    (16,289
    )
    
    
    (11,927
    )
    
    
    (4,688
    )Termination of profit participation agreement
    
    
    6,952
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    148,781
    
    
    
    155,326
    
    
    
    148,264Amortization of favorable/unfavorable leases
    
    
    2,935
    
    
    
    2,708
    
    
    
    1,251Impairment of long-lived assets
    
    
    86,558
    
    
    
    113,532
    
    
    
    11,858(Gain) loss on sale of assets and other
    
    
    (2,953
    )
    
    
    8,488
    
    
    
    3,202Deferred lease expenses
    
    
    5,979
    
    
    
    4,350
    
    
    
    3,960Amortization of long-term prepaid rents
    
    
    1,146
    
    
    
    1,717
    
    
    
    1,389Share based awards compensation expense
    
    
    3,081
    
    
    
    5,113
    
    
    
    4,304Adjusted EBITDA
    
    $
    376,938
    
    
    $
    370,292
    
    
    $
    445,524
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain, dividend income and
equity in loss of affiliates and excludes distributions from NCM. Distributions from NCM
are reported entirely within the U.S. operating segment. Financial Information About Geographic Areas
  Year Ended December 31,2007
    
    2008
    
    2009RevenuesU.S. and Canada
    
    $
    1,352,042
    
    
    $
    1,360,176
    
    
    $
    1,558,736Brazil
    
    
    157,158
    
    
    
    186,159
    
    
    
    218,236Mexico
    
    
    74,983
    
    
    
    78,292
    
    
    
    65,206Other foreign
countries
    
    
    101,483
    
    
    
    121,366
    
    
    
    138,323Eliminations
    
    
    (2,825
    )
    
    
    (3,706
    )
    
    
    (4,001
    )Total
    
    $
    1,682,841
    
    
    $
    1,742,287
    
    
    $
    1,976,500
 December 31,2008
    
    2009Theatres properties and equipment, netU.S. and Canada
    
    $
    1,073,551
    
    
    $
    1,040,395Brazil
    
    
    58,641
    
    
    
    91,996Mexico
    
    
    38,290
    
    
    
    39,371Other foreign countries
    
    
    37,801
    
    
    
    47,826Total
    
    $
    1,208,283
    
    
    $
    1,219,588
 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
 24. RELATED PARTY TRANSACTIONS
       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
 25. VALUATION AND QUALIFYING ACCOUNTS
  ValuationAllowancefor DeferredTax AssetsBalance at January 1, 2007
    
    $
    8,862Additions
    
    
    2,370Deductions
    
    
    (1,360
    )Balance at December 31, 2007
    
    $
    9,872Additions
    
    
    4,200Deductions
    
    
    (609
    )Balance at December 31, 2008
    
    $
    13,463Additions
    
    
    5,163Deductions
    
    
    (398
    )Balance at December 31, 2009
    
    $
    18,228
 26. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 2008First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    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)
attributable to Cinemark
Holdings, Inc.
    
    $
    5,251
    
    
    $
    15,523
    
    
    $
    20,448
    
    
    $
    (89,547
    )
    
    $
    (48,325
    )Net income (loss) per share
attributable to Cinemark
Holdings, Inc.s common
stockholders:Basic
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    (0.83
    )
    
    $
    (0.45
    )Diluted
    
    $
    0.05
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    (0.83
    )
    
    $
    (0.45
    )
 2009First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    Full YearRevenues
    
    $
    425,800
    
    
    $
    517,508
    
    
    $
    496,825
    
    
    $
    536,367
    
    
    $
    1,976,500Operating income
    
    $
    50,586
    
    
    $
    70,550
    
    
    $
    55,671
    
    
    $
    73,667
    
    
    $
    250,474Net income attributable to
Cinemark Holdings, Inc.
    
    $
    17,565
    
    
    $
    18,670
    
    
    $
    21,011
    
    
    $
    39,862
    
    
    $
    97,108Net income per share
attributable to Cinemark
Holdings, Inc.s common
stockholders:Basic
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.89Diluted
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.87
 
 (1)
    
    During the fourth quarter of 2008, the Company recorded impairment charges
of $105,388. (See Notes 11 and 12.)(2)
    
    Diluted loss 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 loss 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 units of 47 as they were anti-dilutive. 27. SUBSEQUENT EVENT DIVIDEND DECLARATION
  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
 28.
SUBSEQUENT EVENT  AMENDMENT AND EXTENSION OF SENIOR SECURED CREDIT FACILITY
    29. SUBSEQUENT EVENT  EARTHQUAKE IN CHILE
  30.
SUBSEQUENT EVENT  DCIP
     F-41




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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 31,2008
    
    2009AssetsCash and cash equivalents
    
    $
    35,917
    
    
    $
    199Income tax receivable
    
    
    2,259
    
    
    
    Accounts receivable
    
    
    59
    
    
    
    317Investment in subsidiaries
    
    
    773,678
    
    
    
    907,344Total assets
    
    $
    811,913
    
    
    $
    907,860Liabilities and stockholders equityLiabilitiesAccounts payable to subsidiaries
    
    $
    526
    
    
    $
    7,656Accrued other current liabilities
    
    
    131
    
    
    
    98Other long-term liabilities
    
    
    
    
    
    
    274Total liabilities
    
    
    657
    
    
    
    8,028Stockholders equityCommon stock, $0.001 par value: 300,000,000 shares authorized,
108,835,365 shares issued and outstanding at
December 31, 2008; and
114,222,523 shares issued and 110,917,105 shares
outstanding at December 31, 2009
    
    
    109
    
    
    
    114Additional paid-in-capital
    
    
    962,353
    
    
    
    1,011,667Treasury stock, 3,305,418 common shares at cost
    
    
    
    
    
    
    (43,895
    )Retained deficit
    
    
    (78,859
    )
    
    
    (60,595
    )Accumulated other comprehensive loss
    
    
    (72,347
    )
    
    
    (7,459
    )Total stockholders equity
    
    
    811,256
    
    
    
    899,832Total liabilities and stockholders equity
    
    $
    811,913
    
    
    $
    907,860
  F-42




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(in thousands)
 Year Ended December 31,2007
    
    2008
    
    2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Cost of operations
    
    
    601
    
    
    
    988
    
    
    
    1,536Operating loss
    
    
    (601
    )
    
    
    (988
    )
    
    
    (1,536
    )Other income
    
    
    6,992
    
    
    
    1,940
    
    
    
    94Income (loss) before income taxes and equity in
income (loss) of subsidiaries
    
    
    6,391
    
    
    
    952
    
    
    
    (1,442
    )Income taxes
    
    
    (2,454
    )
    
    
    (365
    )
    
    
    519Equity in income (loss) of subsidiaries, net of taxes
    
    
    84,983
    
    
    
    (48,912
    )
    
    
    98,031Net income (loss)
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108
  F-43




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In thousands)
 TotalAccumulated
    
    CinemarkCommon Stock
    
    Treasury Stock
    
    Additional
    
    Retained
    
    Other
    
    Holdings, Inc.Shares
    
    
    
    
    
    Shares
    
    
    
    
    
    Paid-in-
    
    Earnings
    
    Comprehensive
    
    Stockholders
    
    ComprehensiveIssued
    
    Amount
    
    Issued
    
    Amount
    
    Capital
    
    (Deficit)
    
    Income (Loss)
    
    Equity
    
    Income (Loss)Balance at January 1, 2007
    
    
    92,561
    
    
    $
    93
    
    
    
    
    
    
    $
    
    
    
    $
    685,433
    
    
    $
    (7,692
    )
    
    $
    11,463
    
    
    $
    689,297Tax adjustment related to the adoption of paragraph 10 of ASC Topic 740
(formerly FIN 48) related to uncertain tax positions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,234
    
    
    
    
    
    
    
    
    
    
    
    4,234Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,061
    )
    
    
    
    
    
    
    (33,061
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive
income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,920
    
    
    
    
    
    
    
    88,920
    
    
    
    88,920Fair 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
    
    
    $
    110,152Issuance 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 activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    3,200Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77,534
    )
    
    
    
    
    
    
    (77,534
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Contribution by noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive
income (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,325
    )
    
    
    
    
    
    
    (48,325
    )
    
    
    (48,325
    )Fair value adjustments on interest
rate swap agreements, net of taxes of $2,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,063
    )
    
    
    (22,063
    )
    
    
    (22,063
    )Amortization 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
    )Issuance of restricted stock, net of restricted stock forfeitures
    
    
    479
    
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options, net of stock withholdings
    
    
    4,908
    
    
    
    5
    
    
    
    (3,275
    )
    
    
    (43,895
    )
    
    
    37,442
    
    
    
    
    
    
    
    
    
    
    
    (6,448
    )Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    500Subsidiaries share based awards activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,349
    
    
    
    
    
    
    
    
    
    
    
    11,349Dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,643
    )
    
    
    
    
    
    
    (78,643
    )Dividends accrued on unvested restricted stock awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (201
    )
    
    
    
    
    
    
    (201
    )Purchase of noncontrolling interest share of an Argentina subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    23Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,108
    
    
    
    
    
    
    
    97,108
    
    
    
    97,108Fair value adjustments on interest
rate swap agreements, net of taxes of $2,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,898
    
    
    
    3,898
    
    
    
    3,898Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,633
    
    
    
    4,633
    
    
    
    4,633Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,357
    
    
    
    56,357
    
    
    
    56,357Balance at December 31, 2009
    
    
    114,222
    
    
    $
    114
    
    
    
    (3,305
    )
    
    $
    (43,895
    )
    
    $
    1,011,667
    
    
    $
    (60,595
    )
    
    $
    (7,459
    )
    
    $
    899,832
    
    
    $
    161,996
  F-44




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##### Table of Contents



CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(in thousands)
 Year Ended December 31,2007
    
    2008
    
    2009Operating ActivitiesNet income (loss)
    
    $
    88,920
    
    
    $
    (48,325
    )
    
    $
    97,108Adjustments to reconcile net income (loss) to cash provided by
(used for) operating activities:Share based awards compensation expense
    
    
    200
    
    
    
    474
    
    
    
    500Equity in (income) loss of subsidiaries
    
    
    (84,983
    )
    
    
    48,912
    
    
    
    (98,031
    )Changes in other assets and liabilities
    
    
    1,137
    
    
    
    (2,837
    )
    
    
    9,171Net cash provided by (used for) operating activities
    
    
    5,274
    
    
    
    (1,776
    )
    
    
    8,748Investing ActivitiesInvestments in subsidiaries; Cinemark, Inc. and Cinemark USA, Inc.
    
    
    (117,045
    )
    
    
    (42,207
    )
    
    
    (18,000
    )Dividends received from subsidiaries; Cinemark, Inc. and Cinemark
USA, Inc.
    
    
    
    
    
    
    51,500
    
    
    
    58,625Net cash provided by (used for) investing activities
    
    
    (117,045
    )
    
    
    9,293
    
    
    
    40,625Financing ActivitiesNet proceeds from initial public offering
    
    
    245,849
    
    
    
    
    
    
    
    Proceeds from stock option exercises
    
    
    3,625
    
    
    
    1,292
    
    
    
    2,524Payroll taxes paid as a result of immaculate option exercises
    
    
    
    
    
    
    
    
    
    
    (8,972
    )Dividends paid to stockholders
    
    
    (33,061
    )
    
    
    (77,534
    )
    
    
    (78,643
    )Net cash provided by (used for) financing activities
    
    
    216,413
    
    
    
    (76,242
    )
    
    
    (85,091
    )Increase (decrease) in cash and cash equivalents
    
    
    104,642
    
    
    
    (68,725
    )
    
    
    (35,718
    )Cash and cash equivalents:Beginning of period
    
    
    
    
    
    
    104,642
    
    
    
    35,917End of period
    
    $
    104,642
    
    
    $
    35,917
    
    
    $
    199
  F-45




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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. 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77,60802/13/09
    
    
    03/05/09
    
    
    
    03/20/09
    
    
    $
    0.18
    
    
    $
    19,61905/13/09
    
    
    06/02/09
    
    
    
    06/18/09
    
    
    $
    0.18
    
    
    $
    19,73407/29/09
    
    
    08/17/09
    
    
    
    09/01/09
    
    
    $
    0.18
    
    
    $
    19,73911/04/09
    
    
    11/25/09
    
    
    
    12/10/09
    
    
    $
    0.18
    
    
    $
    19,752Total  2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    78,844
 
 (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 dividends recorded during 2008 and 2009, $74
and $201, respectively, were 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. F-46




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##### Table of Contents



CINEMARK HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
(In thousands, except share data)
 4. DIVIDENDS RECEIVED FROM SUBSIDIARIES
  5. LONG-TERM DEBT
  6. CAPITAL STOCK
  7. COMMITMENTS AND CONTINGENCIES
  F-47




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  .
   
 F-48




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
BALANCE SHEETS
(In millions)
 December 31, 2009
    
    
    January 1, 2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    37.8
    
    
    $
    34.1Receivables, net of allowance of $3.6 and
$2.6 million, respectively
    
    
    89.0
    
    
    
    92.0Prepaid expenses
    
    
    1.5
    
    
    
    1.6Prepaid management fees to managing member
    
    
    0.6
    
    
    
    0.5Total current assets
    
    
    128.9
    
    
    
    128.2PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $39.3 and $27.0 million, respectively
    
    
    23.7
    
    
    
    28.0INTANGIBLE ASSETS, net of accumulated amortization of
$4.4 and $1.5 million, respectively
    
    
    134.2
    
    
    
    111.8OTHER ASSETS:Debt issuance costs, net
    
    
    9.2
    
    
    
    11.1Equity method investment
    
    
    7.4
    
    
    
    Other long-term assets
    
    
    1.0
    
    
    
    0.8Total other assets
    
    
    17.6
    
    
    
    11.9TOTAL
    
    $
    304.4
    
    
    $
    279.9LIABILITIES AND MEMBERS EQUITY/(DEFICIT)CURRENT LIABILITIES:Amounts due to founding members
    
    
    29.8
    
    
    
    25.6Amounts due to managing member
    
    
    22.9
    
    
    
    22.1Accrued expenses
    
    
    12.4
    
    
    
    6.3Current portion of long-term debt
    
    
    4.3
    
    
    
    Accrued payroll and related expenses
    
    
    6.6
    
    
    
    5.7Accounts payable
    
    
    11.3
    
    
    
    11.2Deferred revenue and other current liabilities
    
    
    2.8
    
    
    
    3.4Total current liabilities
    
    
    90.1
    
    
    
    74.3OTHER LIABILITIES:Borrowings
    
    
    799.0
    
    
    
    799.0Interest rate swap agreements
    
    
    54.6
    
    
    
    87.7Other long-term liabilities
    
    
    0.3
    
    
    
    4.5Total other liabilities
    
    
    853.9
    
    
    
    891.2Total liabilities
    
    
    944.0
    
    
    
    965.5COMMITMENTS AND CONTINGENCIES (NOTE 9)MEMBERS EQUITY/(DEFICIT)
    
    
    (639.6
    )
    
    
    (685.6
    )TOTAL
    
    $
    304.4
    
    
    $
    279.9
  F-49




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF OPERATIONS
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,Year Ended
    
    
    Year Ended
    
    
    2007 through
    
    
    2006 throughDecember 31,
    
    
    January 1,
    
    
    December 27,
    
    
    February 12,2009
    
    
    2009
    
    
    2007
    
    
    2007REVENUE:Advertising (including revenue
from founding members of $36.3,
$43.3, $40.9 and $0 million,
respectively)
    
    $
    335.1
    
    
    $
    330.3
    
    
    $
    282.7
    
    
    $
    20.6Administrative feesfounding members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Fathom Events
    
    
    45.5
    
    
    
    38.9
    
    
    
    25.4
    
    
    
    2.9Other
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    Total
    
    
    380.7
    
    
    
    369.5
    
    
    
    308.3
    
    
    
    23.6OPERATING EXPENSES:Advertising operating costs
    
    
    20.0
    
    
    
    18.7
    
    
    
    9.1
    
    
    
    1.1Fathom Events operating costs
    
    
    29.1
    
    
    
    25.1
    
    
    
    15.4
    
    
    
    1.4Network costs
    
    
    18.6
    
    
    
    17.0
    
    
    
    13.3
    
    
    
    1.7Theatre access fees/circuit share
costsfounding members
    
    
    52.7
    
    
    
    49.8
    
    
    
    41.5
    
    
    
    14.4Selling and marketing costs
    
    
    50.2
    
    
    
    47.9
    
    
    
    40.9
    
    
    
    5.2Administrative costs
    
    
    14.8
    
    
    
    14.5
    
    
    
    10.0
    
    
    
    2.8Administrative fee  managing member
    
    
    10.8
    
    
    
    9.7
    
    
    
    9.2
    
    
    
    Severance plan costs
    
    
    
    
    
    
    0.5
    
    
    
    1.5
    
    
    
    0.4Depreciation and amortization
    
    
    15.6
    
    
    
    12.4
    
    
    
    5.0
    
    
    
    0.7Other costs
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.9
    
    
    
    Total
    
    
    212.5
    
    
    
    196.3
    
    
    
    146.8
    
    
    
    27.7OPERATING INCOME (LOSS)
    
    
    168.2
    
    
    
    173.2
    
    
    
    161.5
    
    
    
    (4.1
    )Interest Expense, Net:Borrowings
    
    
    47.1
    
    
    
    51.8
    
    
    
    48.0
    
    
    
    0.1Change in derivative fair value
    
    
    (7.0
    )
    
    
    14.2
    
    
    
    
    
    
    
    Interest income and other
    
    
    (2.0
    )
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    Total
    
    
    38.1
    
    
    
    65.8
    
    
    
    47.8
    
    
    
    0.1Impairment and related loss
    
    
    
    
    
    
    11.5
    
    
    
    
    
    
    
    INCOME (LOSS) BEFORE INCOME TAXES
    
    
    130.1
    
    
    
    95.9
    
    
    
    113.7
    
    
    
    (4.2
    )Provision for Income Taxes
    
    
    0.8
    
    
    
    0.6
    
    
    
    
    
    
    
    Equity loss from investment, net
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    128.5
    
    
    $
    95.3
    
    
    $
    113.7
    
    
    $
    (4.2
    )
  F-50




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF MEMBERS EQUITY/(DEFICIT)
(In millions)
 TotalBalance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
    )Capital contribution from founding members
    
    
    0.1Distribution to managing member
    
    
    (57.8
    )Distribution to founding members
    
    
    (81.5
    )Units issued for purchase of intangible asset
    
    
    28.5Comprehensive Income:Unrealized (loss) on cash flow hedge
    
    
    26.1Net income
    
    
    128.5Total Comprehensive Income
    
    
    154.6Share-based compensation expense
    
    
    2.1BalanceDecember 31, 2009
    
    $
    (639.6
    )
  F-51




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS
(In millions)
 Period
    
    
    
    PeriodFebruary 13,
    
    
    
    December 29,Year Ended
    
    
    Year Ended
    
    
    2007 through
    
    
    
    2006 throughDecember 31,
    
    
    January 1,
    
    
    December 27,
    
    
    
    February 12,2009
    
    
    2009
    
    
    2007
    
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    128.5
    
    
    $
    95.3
    
    
    $
    113.7
    
    
    
    $
    (4.2
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    15.6
    
    
    
    12.4
    
    
    
    5.0
    
    
    
    
    0.7Non-cash severance plan and share-based compensation
    
    
    2.0
    
    
    
    1.5
    
    
    
    2.5
    
    
    
    
    0.7Non-cash impairment and related loss
    
    
    
    
    
    
    11.5
    
    
    
    
    
    
    
    
    Net unrealized hedging transactions
    
    
    (7.0
    )
    
    
    14.2
    
    
    
    
    
    
    
    
    Equity in losses from investment
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of debt issuance costs
    
    
    1.9
    
    
    
    1.9
    
    
    
    1.7
    
    
    
    
    Changes in operating assets and liabilities:Receivablesnet
    
    
    3.0
    
    
    
    (0.4
    )
    
    
    (40.3
    )
    
    
    
    12.6Accounts payable and accrued expenses
    
    
    6.9
    
    
    
    (0.7
    )
    
    
    10.4
    
    
    
    
    (4.4
    )Amounts due to founding members and managing member
    
    
    1.2
    
    
    
    0.4
    
    
    
    (51.1
    )
    
    
    
    (3.7
    )Other
    
    
    (3.5
    )
    
    
    0.1
    
    
    
    (1.3
    )
    
    
    
    0.5Net cash provided by operating activities
    
    
    149.4
    
    
    
    136.2
    
    
    
    40.6
    
    
    
    
    2.2CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (8.4
    )
    
    
    (16.6
    )
    
    
    (13.8
    )
    
    
    
    (0.5
    )Increase in investment in affiliate
    
    
    (2.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    
    Net cash (used in) investing activities
    
    
    (10.4
    )
    
    
    (16.6
    )
    
    
    (21.1
    )
    
    
    
    (0.5
    )CASH FLOWS FROM FINANCING ACTIVITIES:Reimbursement (payment) of offering costs and fees
    
    
    
    
    
    
    
    
    
    
    4.7
    
    
    
    
    (0.1
    )Proceeds from borrowings
    
    
    
    
    
    
    139.0
    
    
    
    924.0
    
    
    
    
    13.0Repayments of borrowings
    
    
    (3.0
    )
    
    
    (124.0
    )
    
    
    (150.0
    )
    
    
    
    (13.0
    )Proceeds from managing member contributions
    
    
    
    
    
    
    0.6
    
    
    
    746.1
    
    
    
    
    Proceeds from founding member contributions
    
    
    3.6
    
    
    
    9.7
    
    
    
    7.5
    
    
    
    
    Distribution to founding members and managing member
    
    
    (135.9
    )
    
    
    (118.3
    )
    
    
    (1,538.0
    )
    
    
    
    Payment of debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (14.6
    )
    
    
    
    Net cash
(used in) financing activities.
    
    
    (135.3
    )
    
    
    (93.0
    )
    
    
    (20.3
    )
    
    
    
    (0.1
    )CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    3.7
    
    
    
    26.6
    
    
    
    (0.8
    )
    
    
    
    1.6CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    34.1
    
    
    
    7.5
    
    
    
    8.3
    
    
    
    
    6.7End of period
    
    $
    37.8
    
    
    $
    34.1
    
    
    $
    7.5
    
    
    
    $
    8.3
 (Continued)
  F-52




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
 Period
    
    
    
    PeriodFebruary 13,
    
    
    
    December 29,Year Ended
    
    
    Year Ended
    
    
    2007 through
    
    
    
    2006 throughDecember 31,
    
    
    January 1,
    
    
    December 27,
    
    
    
    February 12,2009
    
    
    2009
    
    
    2007
    
    
    
    2007Supplemental disclosure of non-cash financing and
investing activity:Contribution for severance plan payments
    
    
    
    
    
    $
    0.5
    
    
    $
    1.5
    
    
    
    $
    0.4Increase in distributions payable to founding members
and managing member
    
    $
    53.1
    
    
    $
    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
    
    
    $
    1.2
    
    
    
    
    
    
    
    
    Purchase of an intangible asset with subsidiary equity
    
    $
    28.5
    
    
    $
    116.1
    
    
    
    
    
    
    
    
    Settlement of put liability by issuance of debt
    
    $
    7.0
    
    
    
    
    
    
    
    
    
    
    
    
    Assets acquired in settlement of put liability
    
    $
    2.5
    
    
    
    
    
    
    
    
    
    
    
    
    Increase in property and equipment not requiring cash
in the period
    
    
    
    
    
    
    
    
    
    $
    0.6
    
    
    
    
    Unit option plan reclassified to equity
    
    
    
    
    
    
    
    
    
    $
    2.3
    
    
    
    
    Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    38.8
    
    
    $
    48.3
    
    
    $
    44.0
    
    
    
    $
    0.1Cash paid for income taxes
    
    $
    0.8
    
    
    $
    0.6
    
    
    
    
    
    
    
    
    
  F-53




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Formation of Business
  Business
Combinations Accounting by a Joint
Venture for Businesses Received at its Formation Investments  Equity Method and Joint Venture The Equity Method of Accounting for Investments in Common Stock
 Initial Public Offering and Related Transactions
    F-54




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Basis of Presentation
     Summary of Significant Accounting Policies
 Accounting Period
 Estimates
 Segment Reporting Segment Reporting Disclosures about Segments of an
Enterprise and Related Information
 Revenue Recognition
 F-55




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Operating Costs
    Leases
 Advertising Costs
 Cash and Cash Equivalents
 Restricted Cash
 Receivables
  As of December 31,
    
    
    As of January 1,2009
    
    
    2009Trade accounts
    
    $
    91.6
    
    
    $
    92.4Other
    
    
    1.0
    
    
    
    2.2Less allowance for doubtful accounts
    
    
    (3.6
    )
    
    
    (2.6
    )Total
    
    $
    89.0
    
    
    $
    92.0
 F-56




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Period
    
    
    
    PeriodFebruary 13,
    
    
    
    December 29,Year Ended
    
    
    
    
    
    
    2007 through
    
    
    
    2006 throughDecember 31,
    
    
    Year Ended
    
    
    December 27,
    
    
    
    February 12,2009
    
    
    January 1, 2009
    
    
    2007
    
    
    
    2007ALLOWANCE FOR DOUBTFUL ACCOUNTS:Balance at beginning of period.
    
    $
    2.6
    
    
    $
    1.5
    
    
    $
    1.1
    
    
    
    $
    1.1Provision for bad debt
    
    
    2.4
    
    
    
    2.3
    
    
    
    1.0
    
    
    
    
    0.1Write-offs, net
    
    
    (1.4
    )
    
    
    (1.2
    )
    
    
    (0.6
    )
    
    
    
    (0.1
    )Balance at end of period
    
    $
    3.6
    
    
    $
    2.6
    
    
    $
    1.5
    
    
    
    $
    1.1
 Long-lived Assets
 Equipment
    
    4-10 yearsComputer hardware and software
    
    3-5 yearsLeasehold improvements
    
    Lesser of lease term or asset life
 Internal Use Software Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use Website
Development Costs Accounting for Web Site Development Costs
   Property, Plant and
Equipment Accounting for the Impairment or Disposal of Long-Lived Assets .
 Amounts Due to/from Founding Members
 Amounts Due to/from Managing Member
 Income Taxes
 F-57




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Accumulated Other Comprehensive Income/Loss
 PeriodFebruary 13, 2007Year Ended
    
    
    
    
    
    
    throughDec. 31,
    
    
    Year Ended
    
    
    December 27,2009
    
    
    Jan. 1, 2009
    
    
    2007Beginning Balance
    
    $
    (73.5
    )
    
    $
    (14.4
    )
    
    $
    Change in fair value on cash
flow hedge
    
    
    24.8
    
    
    
    (59.5
    )
    
    
    (14.4
    )Reclassifications into earnings
    
    
    1.3
    
    
    
    0.4
    
    
    
    Ending Balance
    
    $
    (47.4
    )
    
    $
    (73.5
    )
    
    $
    (14.4
    )
 Debt Issuance Costs
 Fair Value of Financial Instruments
 Equity Method Investments Investments  Equity Method and Joint Ventures The Equity Method of
Accounting for Investments in Common Stock
 Share-Based Compensation Compensation  Stock Compensation Share-Based
Payment
 Recent Accounting Pronouncements
 Derivatives and Hedging Disclosures about Derivative
Instruments and Hedging Activities
 Fair Value Measurements and Disclosures Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly
 The Hierarchy of Generally Accepted Accounting
Principles Generally
Accepted Accounting Principles
 F-58




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Subsequent Events Subsequent Events
 Measuring
Liabilities at Fair Value
 Multiple-Deliverable Revenue Arrangements,
 Improving Disclosures about Fair Value
Measurements .
  2. PROPERTY AND EQUIPMENT
 As of
    
    
    As ofDecember 31,
    
    
    January 1,2009
    
    
    2009Equipment
    
    $
    60.6
    
    
    $
    53.3Leasehold Improvements
    
    
    1.6
    
    
    
    1.4Less accumulated depreciation
    
    
    (39.3
    )
    
    
    (27.0
    )Subtotal
    
    
    22.9
    
    
    
    27.7Construction in Progress
    
    
    0.8
    
    
    
    0.3Total property and equipment
    
    $
    23.7
    
    
    $
    28.0
  3. INTANGIBLE ASSETS
  Intangibles  Goodwill and Other Goodwill and Other Intangible Assets
 F-59




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  As of December
    
    
    As of January 1,31, 2009
    
    
    2009(in millions)Beginning balance
    
    $
    111.8
    
    
    $
    Purchase of intangible asset subject to amortization
    
    
    28.5
    
    
    
    116.1Less integration payments
    
    
    (3.2
    )
    
    
    (2.8
    )Less
amortization expense
    
    
    (2.9
    )
    
    
    (1.5
    )Total intangible assets
    
    $
    134.2
    
    
    $
    111.8
   2010
    
    $
    3.02011
    
    
    4.92012
    
    
    4.92013
    
    
    4.92014
    
    
    4.9
 4. ACCRUED EXPENSES
 As of December 31,
    
    
    As of January 1,2009
    
    
    2009Make-good Reserve
    
    $
    0.3
    
    
    $
    1.3Accrued Interest
    
    
    9.8
    
    
    
    4.0Other accrued expenses
    
    
    2.3
    
    
    
    1.0Total accrued
    
    $
    12.4
    
    
    $
    6.3
 5. RELATED-PARTY TRANSACTIONS
 Years Ended December 31, 2009 and January 1, 2009 and the 2007 Post-IPO Period
  F-60




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  2009
    
    2008
    
    Post-IPOAMC
    
    $
    25.8
    
    
    $
    24.3
    
    
    $
    22.2Cinemark
    
    
    20.8
    
    
    
    18.5
    
    
    
    16.7Regal
    
    
    34.9
    
    
    
    32.7
    
    
    
    26.9NCM, Inc.
    
    
    57.8
    
    
    
    55.6
    
    
    
    53.3Total
    
    $
    139.3
    
    
    $
    131.1
    
    
    $
    119.1
    AMC
    
    
    Cinemark
    
    
    Regal
    
    
    TotalTheatre access fees, net of beverage revenues
    
    $
    0.5
    
    
    $
    0.4
    
    
    $
    0.5
    
    
    $
    1.4Cost and other reimbursement
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (1.5
    )Distributions payable, net
    
    
    9.9
    
    
    
    7.9
    
    
    
    12.1
    
    
    
    29.9Total
    
    $
    9.9
    
    
    $
    7.8
    
    
    $
    12.1
    
    
    $
    29.8
  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
 F-61




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 2007 Pre-IPO Period 
  Pre-IPO Period December 29, 2006through February 12, 2007Circuit Share Cost
    
    Administrative Fee RevenueAMC
    
    $
    4.1
    
    
    $
    Cinemark
    
    
    3.7
    
    
    
    0.1Regal
    
    
    6.6
    
    
    
    Total
    
    $
    14.4
    
    
    $
    0.1
   Other 
   National CineMedia, Inc. 
   At December 31, 2009
    
    
    At January 1, 2009Distributions payable
    
    $
    22.0
    
    
    $
    21.0Cost and other reimbursement
    
    
    0.9
    
    
    
    1.1Total
    
    $
    22.9
    
    
    $
    22.1
 F-62




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 6. BORROWINGS
     F-63




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Future Maturities of Long-Term Borrowings
  2010
    
    $
    4.32011
    
    
    2012
    
    
    2013
    
    
    74.02014
    
    
    Thereafter
    
    
    725.0Total
    
    $
    803.3
 7. SHARE-BASED COMPENSATION
 Compensation  Stock Compensation
    F-64




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
   Fiscal 2009
    
    Fiscal 2008
    
    Fiscal 2007Expected life of options
    
    6.5 years
    
    6.5 years
    

    6.5 to 9 yearsRisk free interest rate
    
    2.23% to 3.70%
    
    3.74% to 4.09%
    
    4.1% to 4.9%Expected volatility
    
    
    30
    %
    
    
    30
    %
    
    
    30
    %Dividend yield
    
    
    3
    %
    
    
    3
    %
    
    
    3
    %
  Weighted AverageRemainingWeighted Average
    
    
    Contractual Life
    
    
    Aggregate IntrinsicShares
    
    
    Exercise Price
    
    
    (in years)
    
    
    Value (in millions)Outstanding at January 1, 2009
    
    
    2,025,099
    
    
    $
    17.33Granted
    
    
    1,156,515
    
    
    
    9.53Exercised
    
    
    (1,800
    )
    
    
    5.35Forfeited
    
    
    (53,254
    )
    
    
    14.35Outstanding at December 31, 2009
    
    
    3,126,560
    
    
    $
    14.51
    
    
    
    9.9
    
    
    $
    9.2Exercisable at December 31, 2009
    
    
    648,359
    
    
    $
    17.67
    
    
    
    10.5
    
    
    $
    0.2Vested and
Expected to Vest at December 31, 2009
    
    
    3,090,782
    
    
    $
    14.52
    
    
    
    9.9
    
    
    $
    9.0
  Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Average
    
    Number
    
    AverageOutstanding at
    
    Remaining Life (in
    
    Exercise
    
    Exercisable at
    
    ExerciseRange of Exercise Price
    
    Dec. 31, 2009
    
    years)
    
    Price
    
    Dec. 31, 2009
    
    Price$  5.35$  9.22
    
    
    1,126,350
    
    
    
    9.0
    
    
    $
    9.06
    
    
    
    7,800
    
    
    $
    5.35$11.59$15.04
    
    
    136,408
    
    
    
    8.9
    
    
    
    13.47
    
    
    
    14,600
    
    
    
    12.33$16.35$18.01
    
    
    1,409,436
    
    
    
    11.3
    
    
    
    16.52
    
    
    
    476,280
    
    
    
    16.56$19.37$21.00
    
    
    301,500
    
    
    
    7.5
    
    
    
    20.35
    
    
    
    96,000
    
    
    
    20.59$24.04$29.05
    
    
    152,866
    
    
    
    10.1
    
    
    
    25.40
    
    
    
    53,679
    
    
    
    25.593,126,560
    
    
    
    9.9
    
    
    $
    14.51
    
    
    
    648,359
    
    
    $
    17.67
 F-65




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Non-vested (Restricted) Stock
 The following table represents the shares of non-vested stock:
 Weighted AverageShares
    
    Grant-Date Fair ValueNon-vested as of January 1, 2009
    
    
    203,618
    
    
    $
    20.91Granted
    
    
    424,555
    
    
    
    9.50Forfeited
    
    
    (12,500
    )
    
    
    10.10Vested
    
    
    (25,299
    )
    
    
    21.93Non-vested as of December 31, 2009
    
    
    590,374
    
    
    $
    13.15
  8. EMPLOYEE BENEFIT PLANS
  9. COMMITMENTS AND CONTINGENCIES
  Operating Lease Commitments
  F-66




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  2010
    
    $
    2.22011
    
    
    2.12012
    
    
    2.02013
    
    
    1.92014
    
    
    0.8Thereafter
    
    
    0.2Total
    
    $
    9.2
 Contingent Put Obligation
 Guarantees Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others
  Minimum Revenue Guarantees
  F-67




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 10. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS
 Fair Value Measurements Fair Value Measurements and Disclosures Fair Value Measurements and Disclosures
 Fair Value Measurements at Reporting Date UsingQuoted Prices in
    
    
    SignificantAt
    
    
    Active Markets
    
    
    Other
    
    
    SignificantDecember 31,
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable2009
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)LIABILITIES:Interest Rate Swap Agreements
    
    $
    54.6
    
    
    
    
    
    
    $
    54.6
    
    
    
    
 Derivative Instruments
   Derivatives and
Hedging
   F-68




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Liability DerivativesAs of December 31, 2009
    
    
    As of January 1, 2009Balance Sheet
            
    
    
    Balance SheetLocation

    
    Fair Value
    
    
    Location

    
    Fair ValueDerivatives designated as hedging instruments:Interest Rate Swaps
    
    Other Liabilities
    
    $
    40.9
    
    
    Other Liabilities
    
    $
    65.8Derivatives not designated as hedging instruments:Interest Rate Swaps
    
    Other Liabilities
    
    $
    13.7
    
    
    Other Liabilities
    
    $
    21.9Total derivatives
    
    
    
    
    
    $
    54.6
    
    
    
    
    
    
    $
    87.7
  Unrealized Gain (Loss)
    
    
    Realized Gain (Loss)Recognized in NCM LLCs
    
    
    Recognized in InterestOCI (Pre-tax)
    
    
    Expense (Pre-tax)Period
    
    
    
    
    
    
    
    
    
    
    PeriodFeb.13,
    
    
    
    
    
    
    
    
    
    
    Feb.13,Year
    
    
    Year
    
    
    2007
    
    
    Year
    
    
    Year
    
    
    2007Ended
    
    
    Ended
    
    
    through
    
    
    Ended
    
    
    Ended
    
    
    throughDec. 31,
    
    
    Jan. 1,
    
    
    Dec. 27,
    
    
    Dec. 31,
    
    
    Jan. 1,
    
    
    Dec. 27,2009
    
    
    2009
    
    
    2007
    
    
    2009
    
    
    2009
    
    
    2007Interest Rate Swaps
    
    $
    9.3
    
    
    $
    (67.9
    )
    
    $
    (12.3
    )
    
    $
    (16.7
    )
    
    $
    (8.8
    )
    
    $
    2.1
   Gain or (Loss) Recognizedin
Interest Expense  (Pre-tax)Year
    
    
    Year
    
    
    Period Feb.Ended
    
    
    Ended
    
    
    13, 2007 throughDec. 31,
    
    
    Jan. 1,
    
    
    Dec. 27,2009
    
    
    2009
    
    
    2007Borrowings
    
    $
    (6.2
    )
    
    $
    (1.0
    )
    
    $
    Change in derivative fair value
    
    
    7.0
    
    
    
    (14.2
    )
    
    
    Total
    
    $
    0.8
    
    
    $
    (15.2
    )
    
    $
    
 11. SEGMENT REPORTING
 Segment Reporting
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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Year Ended December 31, 2009 (in millions)Network,AdministrativeandUnallocatedAdvertising
    
      
    Other

    
    
    Costs
    
    
    TotalRevenue
    
    $
    335.1
    
    
    $
    45.5
    
    
    $
    0.1
    
    
    $
    380.7Operating costs
    
    
    72.7
    
    
    
    29.1
    
    
    
    
    
    
    
    101.8Selling and marketing costs
    
    
    40.6
    
    
    
    8.6
    
    
    
    1.0
    
    
    
    50.2Other costs
    
    
    2.8
    
    
    
    0.9
    
    
    
    
    
    
    
    3.7Operating income, net of direct expenses
    
    $
    219.0
    
    
    $
    6.9Network, administrative and other costs
    
    
    
    
    
    
    
    
    
    
    56.8
    
    
    
    56.8Total Operating Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    168.2
 Year Ended January 1, 2009 (in millions)Network,AdministrativeandUnallocatedAdvertising
    
    
    Other
    
    
    Costs
    
    
    TotalRevenue
    
    $
    330.3
    
    
    $
    38.9
    
    
    $
    0.3
    
    
    $
    369.5Operating costs
    
    
    68.5
    
    
    
    25.1
    
    
    
    
    
    
    
    93.6Selling and marketing costs
    
    
    38.5
    
    
    
    8.3
    
    
    
    1.1
    
    
    
    47.9Other costs
    
    
    2.8
    
    
    
    0.8
    
    
    
    
    
    
    
    3.6Operating income, net of direct expenses
    
    $
    220.5
    
    
    $
    4.7Network, administrative and other costs
    
    
    
    
    
    
    
    
    
    
    51.2
    
    
    
    51.2Total Operating Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    173.2
 Period February 13, 2007 through December 27, 2007(in millions)Network,AdministrativeandUnallocatedAdvertising
    
    
    Other
    
    
    Costs
    
    
    TotalRevenue
    
    $
    282.7
    
    
    $
    25.4
    
    
    $
    0.2
    
    
    $
    308.3Operating costs
    
    
    50.6
    
    
    
    15.4
    
    
    
    
    
    
    
    66.0Selling and marketing costs
    
    
    32.2
    
    
    
    7.4
    
    
    
    1.3
    
    
    
    40.9Other costs
    
    
    2.4
    
    
    
    0.4
    
    
    
    
    
    
    
    2.8Operating income, net of direct expenses
    
    $
    197.5
    
    
    $
    2.2Network, administrative and other costs
    
    
    
    
    
    
    
    
    
    
    37.1
    
    
    
    37.1Total Operating Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    161.5
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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Period December 29, 2006 through February 12, 2007(in millions)Network,AdministrativeandUnallocatedAdvertising
    
    
    Other
    
    
    Costs
    
    
    TotalRevenue
    
    $
    20.7
    
    
    $
    2.9
    
    
    
    
    
    
    $
    23.6Operating costs
    
    
    15.5
    
    
    
    1.4
    
    
    
    
    
    
    
    16.9Selling and marketing costs
    
    
    4.4
    
    
    
    0.8
    
    
    
    
    
    
    
    5.2Other costs
    
    
    0.3
    
    
    
    0.1
    
    
    
    
    
    
    
    0.4Operating income, net of direct expenses
    
    $
    0.5
    
    
    $
    0.6Network, administrative and other costs
    
    
    
    
    
    
    
    
    
    $
    5.2
    
    
    
    5.2Total Operating Income (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ($4.1
    )
  Period
    
    
    
    PeriodFebruary 13,
    
    
    
    December 29,Year Ended
    
    
    Year Ended
    
    
    2007 through
    
    
    
    2006 throughDecember
    
    
    January 1,
    

    
    December 27,
    
    
    
    February 12,31, 2009
    
    
    2009
    
    
    2007
    
    
    
    2007National Advertising Revenue
    
    $
    236.8
    
    
    $
    223.1
    
    
    $
    187.1
    
    
    
    $
    15.3Founding Member Advertising Revenue
    
    
    36.3
    
    
    
    43.3
    
    
    
    40.9
    
    
    
    
    Regional Advertising Revenue
    
    
    62.0
    
    
    
    63.9
    
    
    
    54.7
    
    
    
    
    5.4Fathom Consumer Revenue
    
    
    28.6
    
    
    
    20.2
    
    
    
    8.2
    
    
    
    
    1.4Fathom Business Revenue
    
    
    16.9
    
    
    
    18.7
    
    
    
    17.2
    
    
    
    
    1.5Other Revenue
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    
    Total Revenues
    
    $
    380.7
    
    
    $
    369.5
    
    
    $
    308.3
    
    
    
    $
    23.6
 12. SUBSEQUENT EVENTS
 Subsequent Events Subsequent Events
   F-71




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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, 2009
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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit Title2.1(a)
    
    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).2.1(b)
    
    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).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 9 3/4% 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 9 3/4% 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).4.5
    
    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).4.8(a)
    
    Indenture dated as of June 29, 2009, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank,
N.A., as trustee governing the 8.625% Senior Notes due 2019 of Cinemark USA, Inc. issued thereunder (incorporated
by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, File No. 001-33401, filed July 6, 2009).4.8(b)
    
    Form of 8.625% Senior Notes due 2019 of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.2(a)
above) (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, File No. 001-33401,
filed July 6, 2009).4.9(a)
    
    Indenture dated as of March 31, 2004 between Cinemark, Inc. and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.) governing the 9.75% 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).4.9(b)
    
    First Supplemental Indenture dated as of June 29, 2009 between Cinemark, Inc., the subsidiary guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A.) (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, File No. 001-33401,
filed June 30, 2009).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).+10.2(a)
    
    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).
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##### Table of Contents



+10.2(b)
    
    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).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).+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
(incorporated by reference to Exhibit 10.5 (q) to Cinemark Holdings, Inc.s Annual Report on Form 10-K, File No.
001-33401, filed March 13, 2009).+10.5(r)
    
    Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Rob Carmony (incorporated
by reference to Exhibit 10.5 (r) to Cinemark Holdings, Inc.s Annual Report on Form 10-K, File No. 001-33401,
filed March 13, 2009).+10.5(s)
    
    Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and John Lundin (incorporated
by reference to Exhibit 10.5 (s) to Cinemark Holdings, Inc.s Annual Report on Form 10-K, File No. 001-33401,
filed March 13, 2009).+10.5(t)
    
    Employment agreement, dated as of April 7, 2009, between Cinemark Holdings, Inc. and Steven Bunnell (incorporated
by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q, File No. 001-33401, filed
August 7, 2009).*+10.5(u)
    
    Employment Agreement, dated as of February 15, 2010, between Cinemark Holdings, Inc. and Valmir Fernandes.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)
    
    Second Amendment to Credit Agreement dated as of January 29, 2010 by and among
Lehman Commercial Paper Inc. (Lehman), a debtor and debtor in possession under chapter 11 of the
Bankruptcy Code as Administrative Agent, the Required Lenders, Barclays Bank PLC, as successor
Administrative Agent, Cinemark USA, Inc. and each Loan Party.10.6(d)
    
    Third Amendment to Credit Agreement dated as of March 2, 2010 by and among Cinemark
Holdings, Inc., Cinemark USA, Inc., Barclays Bank PLC and the Required Lenders (incorporated by
reference to Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on Form 8-K , File No.
001-33401, filed on March 8, 2010).
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##### Table of Contents



10.6(e)
    
    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 (incorporated by
reference to Exhibit 10.10(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.10(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).10.10
    (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(incorporated by
reference to Exhibit 10.10(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.10(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.10(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.11(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.11(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.11(c) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.11(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.11(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.12(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.12(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.12(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).
 E-4




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##### Table of Contents



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 (incorporated by
reference to Exhibit 10.12(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.12(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.13(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.13(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.13(c) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.13(d) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.13(e) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.14(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.14(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).10.14
    (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 14, Folsom, CA (incorporated by reference to
Exhibit 10.14(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.14(d) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.14(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.15(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.15(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.15(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference
to Exhibit 10.15(d) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference
to Exhibit 10.15(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.16(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.16(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).
 E-5




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##### Table of Contents



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 (incorporated by
reference to Exhibit 10.16(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.16(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.16(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.17(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.17(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.17(c) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.17(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.17(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).10.18
    (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 (incorporated
by reference to Exhibit 10.18(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated
by reference to Exhibit 10.18(b) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated
by reference to Exhibit 10.18(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated
by reference to Exhibit 10.18(d) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated
by reference to Exhibit 10.18(e) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated
by reference to Exhibit 10.18(f) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.19(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.19(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.19(c) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.19(d) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.19(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).
 E-6




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##### Table of Contents



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 (incorporated by reference to
Exhibit 10.20(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.20(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.20(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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(incorporated by reference to
Exhibit 10.20(d) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.20(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.21(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.21(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.21(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.21(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.21(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.22(a) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.22(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.22(c) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.22(d) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.22(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.23(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.23(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.23(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.23(d) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).
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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 (incorporated by reference to
Exhibit 10.23(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.24(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.24(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.24(c) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.24(d) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.24(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.25(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).10.25
    (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 (incorporated by reference to Exhibit
10.25(b) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.25(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.25(d) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.26(a) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.26(b) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.26(c) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.26(d) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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
(incorporated by reference to Exhibit 10.27(a) to
Amendment No. 5 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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, (incorporated
by reference to Exhibit 10.27(b) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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,
(incorporated by reference to Exhibit 10.27(c) to
Amendment No. 3 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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, (incorporated
by reference to Exhibit 10.27(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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(incorporated by reference to Exhibit 10.28(a) to
Amendment No. 5 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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
(incorporated by reference to Exhibit 10.28(b) to
Amendment No. 3 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).
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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
(incorporated by reference to Exhibit 10.28(c) to
Amendment No. 3 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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
(incorporated by reference to Exhibit 10.28(d) to
Amendment No. 5 to Cinemark Holdings, Inc.s
Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.29(a) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.29(b) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.29(c) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.29(d) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.30(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.30(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.30(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.31(a) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.31(b) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.31(c) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by
reference to Exhibit 10.31(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.31(e) to Amendment No. 5 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.32(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.32(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.32(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference
to Exhibit 10.32(d) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.33(a) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).
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##### Table of Contents



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 (incorporated by reference to Exhibit
10.33(b) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.33(c) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to Exhibit
10.33(d) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).10.33
    (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 (incorporated by reference to Exhibit
10.33(e) to Amendment No. 3 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 18, 2007).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 (incorporated by reference to Exhibit
10.33(f) to Amendment No. 5 to Cinemark Holdings,
Inc.s Registration Statement on Form S-1, File No.
333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.34(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.34(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.34(c) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.34(d) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.34(e) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.35(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.35(b) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.35(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.35(d) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.36(a) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.36(b) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference
to Exhibit 10.36(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by
reference to Exhibit 10.36(d) to Amendment No. 3 to
Cinemark Holdings, Inc.s Registration Statement on
Form S-1, File No. 333-140390, filed April 18, 2007).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 (incorporated by reference
to Exhibit 10.36(e) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).
 E-10




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##### Table of Contents



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 (incorporated by reference
to Exhibit 10.36(f) to Amendment No. 5 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 20, 2007).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 (incorporated by reference to
Exhibit 10.37(a) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.37(b) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 2007).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 (incorporated by reference to
Exhibit 10.37(c) to Amendment No. 3 to Cinemark
Holdings, Inc.s Registration Statement on Form S-1,
File No. 333-140390, filed April 18, 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, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Alan Stock, Chief Executive Officer, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
as added by Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.+
    
    Any management contract, compensatory plan or arrangement. E-11