##### Table of Contents



CINEMARK, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
(I)(1)(a) AND (b) OF FORM 10-K AND THEREFORE IS FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2008
 Commission File Number 001-31372
 CINEMARK, INC.
  Delaware
    
    01-0687923(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)3900 Dallas ParkwaySuite 500Plano, Texas
    
    75093(Address of principal executive offices)
    
    (Zip Code)
   None
  None
 o þ
 o þ
 þ o
 þ
 Large
accelerated
filer oAccelerated
filer oNon-accelerated filer þ
(Do not check if a smaller reporting company)Smaller reporting company o
 o þ




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##### 



Table of Contents
 PageCautionary Statement Regarding Forward-Looking Statements
    
    1PART IItem 1.
    
    Business
    
    2Item 1A.
    
    Risk Factors
    
    12Item 2.
    
    Properties
    
    17Item 3.
    
    Legal Proceedings
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters
    
    18Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    19Item 8.
    
    Financial Statements and Supplementary Data
    
    30Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    30Item 9A.
    
    Controls and Procedures
    
    31PART IIIItem 14.
    
    Principal Accounting Fees and Services
    
    33PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    33SIGNATURESEX-12EX-23.1EX-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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##### Table of Contents



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




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##### Table of Contents



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




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




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Solid Balance Sheet with Significant Cash Flow from Operating Activities.
 Experienced Management.
 Our Strategy
  Establish and Maintain Leading Market Positions.
 Continue to Focus on Operational Excellence.
 Selectively Build in Profitable, Strategic Latin American Markets.
 5




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




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




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




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




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Point of Sale Systems
  Competition
     Corporate Operations
   10




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Employees
  Regulations
    Financial Information About Geographic Areas
  11




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




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




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




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




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Our results of operations vary from period to period based upon the quantity and quality of
the motion pictures that we show in our theatres.
  The interests
of Madison Dearborn Partners (MDP) may not be aligned with yours.
  Provisions in our corporate documents and certain agreements, as well as Delaware law, may
hinder a change of control.
  
    
    authorization of our board of directors to issue shares of preferred stock without
stockholder approval;
    
    a board of directors classified into three classes of directors with the directors of
each class, subject to shorter initial terms for some directors, having staggered,
three-year terms;
    
    provisions regulating the ability of our stockholders to nominate directors for election
or to bring matters for action at annual meetings of our stockholders; and
    
    provisions of Delaware law that restrict many business combinations and provide that
directors serving on classified boards of directors, such as ours, may be removed only for
cause.
 3 4 3 4
 The
Impairment or Insolvency of Other Financial Institutions Could Adversely Affect Us.
 16




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##### Table of Contents



Item 2. Properties
 United States
  International
   
 Item 3. Legal Proceedings
   17




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PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
 Market Information and Holder
  Dividends
  Securities Authorized for Issuance under Equity Compensation Plans
  Number ofSecurities RemainingNumber of
    
    Weighted
    
    Available for FutureSecurities to be
    
    Average Exercise
    
    Issuance UnderIssued upon
    
    Price of
    
    EquityExercise of
    
    Outstanding
    
    Compensation PlansOutstanding
    
    Options,
    
    (ExcludingOptions, Warrants
    
    Warrants and
    
    Securities ReflectedPlan Category
    
    and Rights
    
    Rights
    
    in the First Column)Equity compensation plans approved by security holders
    
    
    6,139,670
    
    
    $
    7.63
    
    
    
    11,629,044Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,139,670
    
    
    $
    7.63
    
    
    
    11,629,044
 18




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis should be read in conjunction with the financial
statements and accompanying notes included in this report.
 Overview
  Disclosures about Segments of an
Enterprise and Related Information
 19




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##### Table of Contents



Results of Operations
   Period fromJanuary 1, 2006
    
    
    
    October 5, 2006to
    
    
    
    to
    
    
    Year Ended December 31,October 4, 2006
    
    
    
    December 31, 2006
    
    
    2007
    
    
    2008(Predecessor)
    
    
    
    (Successor)
    
    
    (Successor)
    
    
    (Successor)Operating data (in millions):RevenuesAdmissions
    
    $
    514.2
    
    
    
    $
    246.1
    
    
    $
    1,087.5
    
    
    $
    1,127.0Concession
    
    
    260.2
    
    
    
    
    115.6
    
    
    
    516.5
    
    
    
    534.8Other
    
    
    54.7
    
    
    
    
    29.8
    
    
    
    78.8
    
    
    
    80.5Total revenues
    
    $
    829.1
    
    
    
    $
    391.5
    
    
    $
    1,682.8
    
    
    $
    1,742.3Theatre operating costs(2)Film rentals and advertising
    
    $
    275.0
    
    
    
    $
    131.0
    
    
    $
    589.7
    
    
    $
    612.2Concession supplies
    
    
    41.9
    
    
    
    
    17.1
    
    
    
    81.1
    
    
    
    86.6Salaries and wages
    
    
    79.0
    
    
    
    
    39.6
    
    
    
    173.3
    
    
    
    181.0Facility lease expense
    
    
    109.5
    
    
    
    
    48.3
    
    
    
    212.7
    
    
    
    225.6Utilities and other
    
    
    100.9
    
    
    
    
    43.9
    
    
    
    191.3
    
    
    
    205.8Total theatre operating costs
    
    $
    606.3
    
    
    
    $
    279.9
    
    
    $
    1,248.1
    
    
    $
    1,311.2Operating data as a percentage of total
revenues:RevenuesAdmissions
    
    
    62.0
    %
    
    
    
    62.9
    %
    
    
    64.6
    %
    
    
    64.7
    %Concession
    
    
    31.4
    
    
    
    
    29.5
    
    
    
    30.7
    
    
    
    30.7Other
    
    
    6.6
    
    
    
    
    7.6
    
    
    
    4.7
    
    
    
    4.6Total revenues
    
    
    100.0
    %
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Theatre operating costs(1)(2)Film rentals and advertising
    
    
    53.5
    %
    
    
    
    53.2
    %
    
    
    54.2
    %
    
    
    54.3
    %Concession supplies
    
    
    16.1
    
    
    
    
    14.8
    
    
    
    15.7
    
    
    
    16.2Salaries and wages
    
    
    9.5
    
    
    
    
    10.1
    
    
    
    10.3
    
    
    
    10.4Facility lease expense
    
    
    13.2
    
    
    
    
    12.3
    
    
    
    12.6
    
    
    
    12.9Utilities and other
    
    
    12.2
    
    
    
    
    11.2
    
    
    
    11.4
    
    
    
    11.8Total theatre operating costs
    
    
    73.1
    %
    
    
    
    71.5
    %
    
    
    74.2
    %
    
    
    75.3
    %Average screen count (month end average)
    
    
    3,375
    
    
    
    
    4,207
    
    
    
    4,558
    
    
    
    4,703Revenues per average screen
    
    $
    245,649
    
    
    
    $
    93,072
    
    
    $
    369,200
    
    
    $
    370,469
 
 (1)
    
    All costs are expressed as a percentage of total revenues, except film rentals
and advertising, which are expressed as a percentage of admissions revenues, and concession
supplies, which are expressed as a percentage of concession revenues.(2)
    
    Excludes depreciation and amortization expense. 20




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Comparison of Years Ended December 31, 2008 and December 31, 2007
 Revenues.
 U.S. Operating Segment
    
    International Operating
Segment
    
    ConsolidatedYear Ended
    
    
    
    
    
    Year Ended
    
    
    
    
    
    Year EndedDecember 31,
    
    
    
    
    
    December 31,
    
    
    
    
    
    December 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2007
    
    2008
    
    Change
    
    2007
    
    2008
    
    Change
    
    2007
    
    2008
    
    ChangeAdmissions revenues
(in millions)
    
    $
    879.1
    
    
    $
    889.1
    
    
    
    1.1
    %
    
    $
    208.4
    
    
    $
    237.9
    
    
    
    14.2
    %
    
    $
    1,087.5
    
    
    $
    1,127.0
    
    
    
    3.6
    %Concession revenues
(in millions)
    
    $
    424.4
    
    
    $
    426.5
    
    
    
    0.5
    %
    
    $
    92.1
    
    
    $
    108.3
    
    
    
    17.6
    %
    
    $
    516.5
    
    
    $
    534.8
    
    
    
    3.5
    %Other revenues (in
millions)
(1)
    
    $
    45.6
    
    
    $
    40.9
    
    
    
    (10.3
    %)
    
    $
    33.2
    
    
    $
    39.6
    
    
    
    19.3
    %
    
    $
    78.8
    
    
    $
    80.5
    
    
    
    2.2
    %Total revenues (in
millions)
(1)
    
    $
    1,349.1
    
    
    $
    1,356.5
    
    
    
    0.5
    %
    
    $
    333.7
    
    
    $
    385.8
    
    
    
    15.6
    %
    
    $
    1,682.8
    
    
    $
    1,742.3
    
    
    
    3.5
    %Attendance (in
millions)
    
    
    151.7
    
    
    
    147.9
    
    
    
    (2.5
    %)
    
    
    61.0
    
    
    
    63.4
    
    
    
    3.9
    %
    
    
    212.7
    
    
    
    211.3
    
    
    
    (0.7
    %)Revenues per
average screen
(1)
    
    $
    376,771
    
    
    $
    368,313
    
    
    
    (2.2
    %)
    
    $
    341,451
    
    
    $
    378,252
    
    
    
    10.8
    %
    
    $
    369,200
    
    
    $
    370,469
    
    
    
    0.3
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 22 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 6 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.
 21




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Theatre Operating Costs (excludes depreciation and amortization expense).
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedYear Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,2007
    
    2008
    
    2007
    
    2008
    
    2007
    
    2008Film rentals and advertising
    
    $
    485.2
    
    
    $
    494.6
    
    
    $
    104.5
    
    
    $
    117.6
    
    
    $
    589.7
    
    
    $
    612.2Concession supplies
    
    
    57.8
    
    
    
    58.5
    
    
    
    23.3
    
    
    
    28.1
    
    
    $
    81.1
    
    
    $
    86.6Salaries and wages
    
    
    146.7
    
    
    
    149.5
    
    
    
    26.6
    
    
    
    31.5
    
    
    $
    173.3
    
    
    $
    181.0Facility lease expense
    
    
    161.7
    
    
    
    166.8
    
    
    
    51.0
    
    
    
    58.8
    
    
    $
    212.7
    
    
    $
    225.6Utilities and other
    
    
    149.0
    
    
    
    151.8
    
    
    
    42.3
    
    
    
    54.0
    
    
    $
    191.3
    
    
    $
    205.8Total theatre operating costs
    
    $
    1,000.4
    
    
    $
    1,021.2
    
    
    $
    247.7
    
    
    $
    290.0
    
    
    $
    1,248.1
    
    
    $
    1,311.2
 
    
    Consolidated. Film rentals and advertising costs were $612.2 million, or 54.3% of
admissions revenues, for 2008 compared to $589.7 million, or 54.2% of admissions revenues, for
2007. The increase in film rentals and advertising costs for 2008 of $22.5 million was
primarily due to a $39.5 million increase in admissions revenues. Concession supplies expense
was $86.6 million, or 16.2% of concession revenues, for 2008 compared to $81.1 million, or
15.7% of concession revenues, for 2007. The increase in concession supplies expense of $5.5
million was primarily due to an $18.3 million increase in concession revenues and an increase
in the concession supplies rate. The increased rate was primarily due to the relative increase
in concession revenues from our international operations and increases in product costs from
some of our international concession suppliers.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 rental and
advertising rate. Concession supplies expense was $28.1 million, or 25.9% of concession
revenues, for 2008 compared to $23.3 million, or 25.3% of concession revenues, for 2007. The
increase in concession supplies expense of $4.8 million was primarily due to the $16.2 million
increase in concession revenues and the increased rate due to increases in product costs from
some of our concession suppliers.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.
 22




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##### Table of Contents



General and Administrative Expenses.
 Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 (Gain) Loss on Sale of Assets and Other.
 Interest Expense. 3 4
 Gain on NCM Transaction.
 Gain on Fandango Transaction.
 (Gain) Loss on Early Retirement of Debt 3 4 3 4
 Distributions from NCM.
 23




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##### Table of Contents



Income Taxes.
 Analysis of Year Ended December 31, 2007
 Revenues
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedAdmissions revenues (in millions)
    
    $
    879.1
    
    
    $
    208.4
    
    
    $
    1,087.5Concession revenues (in millions)
    
    $
    424.4
    
    
    $
    92.1
    
    
    $
    516.5Other revenues (in millions) (1)
    
    $
    45.6
    
    
    $
    33.2
    
    
    $
    78.8Total revenues (in millions) (1)
    
    $
    1,349.1
    
    
    $
    333.7
    
    
    $
    1,682.8Attendance (in millions)
    
    
    151.7
    
    
    
    61.0
    
    
    
    212.7Revenues per screen (in dollars) (1)
    
    $
    376,771
    
    
    $
    341,451
    
    
    $
    369,200
 
 (1)
    
    U.S. operating segment revenues include eliminations of
intercompany transactions with the international operating segment. See
Note 22 of our consolidated financial statements. 
    
    Consolidated. Admissions revenues of $1,087.5 million was attributable to
attendance of 212.7 million patrons and an average ticket price of $5.11. Concession revenues
of $516.5 million was attributable to attendance of 212.7 million patrons and a concession
revenues per patron rate of $2.43. The 2007 period was the first full year of operations of
the 77 Century theatres acquired during the period from October 5, 2006 to December 31, 2006.
See Note 5 to the consolidated financial statements for discussion of the Century Acquisition.
The attendance levels were reflective of the solid slate of films released during 2007 and
new theatre openings. Average ticket prices and concession revenues per patron were reflective
of price increases and favorable exchange rates in certain countries in which we operate.
    
    U.S. Admissions revenues of $879.1 million was attributable to attendance of 151.7
million patrons for 2007 and an average ticket price of $5.79. Concession revenues of $424.4
million was attributable to attendance of 151.7 million patrons and a concession revenues per
patron rate of $2.80. The 2007 period was the first full year of operations of the 77 Century
theatres acquired during the period from October 5, 2006 to December 31, 2006. See Note 5 to
the consolidated financial statements for discussion of the Century Acquisition. The
attendance levels were reflective of the solid slate of films released during 2007 and new
theatre openings. Average ticket prices and concession revenues per patron were reflective of
price increases.
    
    International. Admissions revenues of $208.4 million was attributable to attendance
of 61.0 million patrons and an average ticket price of $3.42. Concession revenues of $92.1
million was attributable to attendance of 61.0 million patrons and a concession revenues per
patron rate of $1.51. Attendance levels were reflective of new theatre openings and average
ticket prices and concession revenues per patron were reflective of price increases and
favorable exchange rates in certain countries in which we operate.
 24




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##### Table of Contents



Theatre Operating Costs (excludes depreciation and amortization expense).
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedFilm rentals and advertising
    
    $
    485.2
    
    
    $
    104.5
    
    
    $
    589.7Concession supplies
    
    $
    57.8
    
    
    $
    23.3
    
    
    $
    81.1Salaries and wages
    
    $
    146.7
    
    
    $
    26.6
    
    
    $
    173.3Facility lease expense
    
    $
    161.7
    
    
    $
    51.0
    
    
    $
    212.7Utilities and other
    
    $
    149.0
    
    
    $
    42.3
    
    
    $
    191.3Total theatre operating costs
    
    $
    1,000.4
    
    
    $
    247.7
    
    
    $
    1,248.1
 
    
    Consolidated. Film rentals and advertising costs were $589.7 million representing
54.2% of admissions revenues. Our film rental and advertising rate is reflective of higher
than average rates on certain blockbuster sequels that were released during 2007. Concession
supplies expense was $81.1 million representing 15.7% of concession revenues.Salaries and wages were $173.3 million, which represents 10.3% of total revenues and is
reflective of salaries and wages related to the 77 Century theatres acquired during the period
from October 5, 2006 to December 31, 2006, an increase in minimum wages in the U.S., and new
theatre openings. Facility lease expense was $212.7 million, which represented 12.6% of total
revenues and included expenses related to the 77 Century theatres acquired during the period
from October 5, 2006 to December 31, 2006, percentage rent related to the increased revenues and
new theatre openings. Utilities and other costs was $191.3 million, which represented 11.4% of
total revenues and included expenses related to the 77 Century theatres acquired during the
period from October 5, 2006 to December 31, 2006 and new theatre openings. See Note 5 to the
consolidated financial statements for discussion of the Century Acquisition.
    
    U.S. Film rentals and advertising costs were $485.2 million representing 55.2% of
admissions revenues. Film rentals and advertising costs reflected higher than average rates
due to certain blockbuster sequels released during 2007. Concession supplies expense was $57.8
million representing 13.6% of concession revenues.Salaries and wages was $146.7 million, which represented 10.9% of total revenues and was
reflective of salaries and wages related to the 77 Century theatres acquired during the period
from October 5, 2006 to December 31, 2006, an increase in minimum wages in the U.S., and new
theatre openings. Facility lease expense was $161.7 million, which represented 12.0% of total
revenues, and included expenses related to the 77 Century theatres acquired during the period
from October 5, 2006 to December 31, 2006, percentage rent related to the increased revenues and
new theatre openings. Utilities and other costs were $149.0 million, which represented 11.0% of
total revenues and included expenses related to the 77 Century theatres acquired during the
period from October 5, 2006 to December 31, 2006 and new theatre openings. See Note 5 to the
consolidated financial statements for discussion of the Century Acquisition.
    
    International. Film rentals and advertising costs were $104.5 million, representing
50.1% of admissions revenues. Concession supplies expense was $23.3 million, representing
25.3% of concession revenues.Salaries and wages were $26.6 million, representing 8.0% of total revenues, facility lease
expense was $51.0 million, representing 15.3% of total revenues, and utilities and other costs
was $42.3 million, representing 12.7% of total revenues, all of which included expenses related
to new theatre openings.
 General and Administrative Expenses.
 25




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##### Table of Contents



Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets.
 Gain on Sale of Assets and Other.
 Interest Expense.
 Gain on NCM Transaction.
 Gain on Fandango Transaction.
 Loss on Early Retirement of Debt. 3
 Distributions from NCM.
 Income Taxes.
 26




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##### Table of Contents



Analysis of Period from January 1, 2006 to October 4, 2006
 Revenues.
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedAdmissions revenues (in millions)
    
    $
    370.4
    
    
    $
    143.8
    
    
    $
    514.2Concession revenues (in millions)
    
    $
    199.1
    
    
    $
    61.1
    
    
    $
    260.2Other revenues (in millions) (1)
    
    $
    36.8
    
    
    $
    17.9
    
    
    $
    54.7Total revenues (in millions) (1)
    
    $
    606.3
    
    
    $
    222.8
    
    
    $
    829.1Attendance (in millions)
    
    
    81.6
    
    
    
    46.9
    
    
    
    128.5Revenues per screen (in dollars) (1)
    
    $
    247,564
    
    
    $
    240,583
    
    
    $
    245,649
 
 (1)
    
    U.S. operating segment revenues include eliminations of
intercompany transactions with the international operating segment. See
Note 22 of our consolidated financial statements. 
    
    Consolidated. Admissions revenues of $514.2 million was attributable to attendance of
128.5 million patrons and an average ticket price of $4.00. Concession revenues of $260.2
million was attributable to attendance of 128.5 million patrons and a concession revenues per
patron rate of $2.03.
    
    U.S. Admissions revenues of $370.4 million was attributable to attendance of 81.6
million patrons and an average ticket price of $4.54. Concession revenues of $199.1 million
was attributable to attendance of 81.6 million patrons and a concession revenues per patron
rate of $2.44.
    
    International. Admissions revenues of $143.8 million was attributable to attendance
of 46.9 million patrons and an average ticket price of $3.06. Concession revenues of $61.1
million was attributable to attendance of 46.9 million patrons and a concession revenues per
patron rate of $1.30.
 Theatre Operating Costs (excludes depreciation and amortization expense).
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedFilm rentals and advertising
    
    $
    203.1
    
    
    $
    71.9
    
    
    $
    275.0Concession supplies
    
    $
    26.3
    
    
    $
    15.6
    
    
    $
    41.9Salaries and wages
    
    $
    62.2
    
    
    $
    16.8
    
    
    $
    79.0Facility lease expense
    
    $
    75.9
    
    
    $
    33.6
    
    
    $
    109.5Utilities and other
    
    $
    72.3
    
    
    $
    28.6
    
    
    $
    100.9Total theatre operating costs
    
    $
    439.8
    
    
    $
    166.5
    
    
    $
    606.3
 
    
    Consolidated. Film rentals and advertising costs were $275.0 million, representing
53.5% of admissions revenues. Concession supplies expense was $41.9 million, representing
16.1% of concession revenues.
 27




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##### Table of Contents



Salaries and wages was $79.0 million, representing 9.5% of total revenues, facility lease
expense was $109.5 million, representing 13.2% of total revenues, and utilities and other costs
were $100.9 million, representing 12.2% of total revenues.
    
    U.S. Film rentals and advertising costs were $203.1 million, representing 54.8% of
admissions revenues. Concession supplies expense was $26.3 million, representing 13.2% of
concession revenues.Salaries and wages were $62.2 million, representing 10.3% of total revenues, facility lease
expense was $75.9 million, representing 12.5% of total revenues, and utilities and other costs
were $72.3 million, representing 11.9% of total revenues, all of which reflected the impact of
new theatre openings.
    
    International. Film rentals and advertising costs were $71.9 million, representing
50.0% of admissions revenues. Concession supplies expense was $15.6 million, representing
25.5% of concession revenues.Salaries and wages were $16.8 million, representing 7.5% of total revenues, facility lease
expense was $33.6 million, representing 15.1% of total revenues, and utilities and other costs
were $28.6 million, representing 12.8% of total revenues, all of which reflected the impact of
new theatre openings.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets.
 Loss on Sale of Assets and Other.
 Interest Expense.
 Loss on Early Retirement of Debt. 3
 Income Taxes.
 28




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##### Table of Contents



Analysis of Period from October 5, 2006 to December 31, 2006
 Revenues.
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedAdmissions revenues (in millions)
    
    $
    207.6
    
    
    $
    38.5
    
    
    $
    246.1Concession revenues (in millions)
    
    $
    98.3
    
    
    $
    17.3
    
    
    $
    115.6Other revenues (in millions) (1)
    
    $
    22.5
    
    
    $
    7.3
    
    
    $
    29.8Total revenues (in millions) (1)
    
    $
    328.4
    
    
    $
    63.1
    
    
    $
    391.5Attendance (in millions)
    
    
    37.2
    
    
    
    12.6
    
    
    
    49.8Revenues per screen (in dollars) (1)
    
    $
    100,939
    
    
    $
    66,203
    
    
    $
    93,072
 
 (1)
    
    U.S. operating segment revenues include eliminations of
intercompany transactions with the international operating segment. See
Note 22 of our consolidated financial statements. 
    
    Consolidated. Admissions revenues of $246.1 million was attributable to attendance
of 49.8 million patrons and an average ticket price of $4.94. Concession revenues of $115.6
million was attributable to attendance of 49.8 million patrons and concession revenues per
patron rate of $2.32.
    
    U.S. Admissions revenues of $207.6 million was attributable to attendance of 37.2
million patrons and an average ticket price of $5.59. Concession revenues of $98.3 million was
attributable to attendance of 37.2 million patrons and a concession revenues per patron rate
of $2.65.
    
    International. Admissions revenues of $38.5 million was attributable to attendance
of 12.6 million patrons and an average ticket price of $3.05. Concession revenues of $17.3
million was attributable to attendance of 12.6 million patrons and a concession revenues per
patron rate of $1.37.
 Theatre Operating Costs (excludes depreciation and amortization expense).
 U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    ConsolidatedFilm rentals and advertising
    
    $
    112.3
    
    
    $
    18.7
    
    
    $
    131.0Concession supplies
    
    $
    12.4
    
    
    $
    4.7
    
    
    $
    17.1Salaries and wages
    
    $
    33.6
    
    
    $
    6.0
    
    
    $
    39.6Facility lease expense
    
    $
    38.6
    
    
    $
    9.7
    
    
    $
    48.3Utilities and other
    
    $
    36.0
    
    
    $
    7.9
    
    
    $
    43.9Total theatre operating costs
    
    $
    232.9
    
    
    $
    47.0
    
    
    $
    279.9
 
    
    Consolidated. Film rentals and advertising costs were $131.0 million, representing
53.2% of admissions revenues. Concession supplies expense was $17.1 million, representing
14.8% of concession revenues.Salaries and wages were $39.6 million, representing 10.1% of total revenues, facility lease
expense was $48.3 million, representing 12.3% of total revenues, and utilities and other costs
were $43.9 million, representing 11.2% of total revenues.
 29




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##### Table of Contents




    
    U.S. Film rentals and advertising costs were $112.3 million, representing 54.1% of
admissions revenues. Concession supplies expense was $12.4 million, representing 12.6% of
concession revenues.Salaries and wages were $33.6 million, representing 10.2% of total revenues, facility lease
expense was $38.6 million, representing 11.8% of total revenues, and utilities and other costs
were $36.0 million, representing 11.0% of total revenues, all of which reflected the impact of
new theatre openings.
    
    International. Film rentals and advertising costs were $18.7 million, representing
48.6% of admissions revenues. Concession supplies expense was $4.7 million, representing 27.2%
of concession revenues.Salaries and wages were $6.0 million, representing 9.5% of total revenues, facility lease
expense was $9.7 million, representing 15.4% of total revenues, and utilities and other costs
were $7.9 million, representing 12.5% of total revenues, all of which reflected the impact of
new theatre openings.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets.
 Loss on Sale of Assets and Other.
 Interest Expense.
 Loss on Early Retirement of Debt.
 Income Taxes.
 
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  30




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##### Table of Contents



Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal ControlIntegrated
Framework
   Changes in Internal Control Over Financial Reporting
  Limitations on Controls
  31




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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
   
 32




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##### Table of Contents



PART III
 
 Item 14. Principal Accounting Fees and Services
  Fees
    
    2007
    
    2008Audit
    
    $
    1.5
    
    
    $
    2.0Audit Related
    
    
    0.1
    
    
    
    Tax (1)
    
    
    0.2
    
    
    
    0.2Other (2)
    
    
    1.7
    
    
    
    Total
    
    $
    3.5
    
    
    $
    2.2
 
 (1)
    
    Fees for assistance with our federal, state, local and foreign jurisdiction income
tax returns and consultation and advice related to various tax compliance planning projects.(2)
    
    Fees for review of our SEC filings associated with the Century Acquisition and
Cinemark Holdings, Inc.s initial public offering. 
 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
   33




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##### Table of Contents



SIGNATURES
  Dated: March 12, 2009
    CINEMARK, 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 12, 2009Lee Roy Mitchell/s/ Alan W. Stock
    
    Chief Executive Officer
    
    March 12, 2009Alan W. Stock
    
    (principal
executive officer)/s/ Robert Copple
    
    Executive Vice President; Treasurer and Chief
    
    March 12, 2009Robert Copple
    
    Financial Officer (principal financial and
accounting officer)/s/ Benjamin D. Chereskin
    
    Director
    
    March 12, 2009Benjamin D. Chereskin/s/ Vahe A. Dombalagian
    
    Director
    
    March 12, 2009Vahe A. Dombalagian/s/ Peter R. Ezersky
    
    Director
    
    March 12, 2009Peter R. Ezersky/s/ Enrique F. Senior
    
    Director
    
    March 12, 2009Enrique F. Senior/s/ Raymond W. Syufy
    
    Director
    
    March 12, 2009Raymond W. Syufy/s/ Carlos M. Sepulveda
    
    Director
    
    March 12, 2009Carlos M. Sepulveda/s/ Roger T. Staubach
    
    Director
    
    March 12, 2009Roger T. Staubach/s/ Donald G. Soderquist
    
    Director
    
    March 12, 2009Donald G. Soderquist/s/ Steven Rosenberg
    
    Director
    
    March 12, 2009Steven Rosenberg




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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, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets, December 31, 2007 (Successor) and 2008 (Successor)
    
    
    F-3Consolidated Statements of Operations for the Period from January 1, 2006 to October 4, 2006
(Predecessor), the Period from October 5, 2006 to December 31, 2006 (Successor) and Years Ended
December 31, 2007 (Successor) and 2008 (Successor)
    
    
    F-4Consolidated Statements of Stockholders Equity (Deficiency) and Comprehensive Income (Loss)
for the Period from January 1, 2006 to October 4, 2006 (Predecessor), the Period from October
5, 2006 to December 31, 2006 (Successor) and Years Ended December 31, 2007 (Successor) and 2008
(Successor)
    
    
    F-5Consolidated Statements of Cash Flows for the Period from January 1, 2006 to October 4, 2006
(Predecessor), the Period from October 5, 2006 to December 31, 2006 (Successor) and Years Ended
December 31, 2007 (Successor) and 2008 (Successor)
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7FINANCIAL STATEMENTS OF 50-PERCENT-OR-LESS-OWNED INVESTEE
    
    
    F-43SUPPLEMENTARY SCHEDULES REQUIRED BY THE INDENTURE FOR THE SENIOR DISCOUNT NOTES
    
    
    S-1Condensed Consolidating Balance Sheet Information, December 31, 2008
    
    
    S-2Condensed Consolidating Statement of Operations Information for the Year Ended December 31, 2008
    
    
    S-3Condensed Consolidating Statement of Cash Flows Information for the Year Ended December 31, 2008
    
    
    S-4
 F-1




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 December 31,
    
    
    December 31,2007
    
    
    2008(Successor)
    
    
    (Successor)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    233,402
    
    
    $
    313,687Inventories
    
    
    7,000
    
    
    
    8,024Accounts receivable
    
    
    34,832
    
    
    
    24,628Income tax receivable
    
    
    18,422
    
    
    
    6,688Deferred tax asset
    
    
    5,215
    
    
    
    2,799Prepaid expenses and other
    
    
    10,070
    
    
    
    9,319Total current assets
    
    
    308,941
    
    
    
    365,145THEATRE PROPERTIES AND EQUIPMENTLand
    
    
    97,532
    
    
    
    96,718Buildings
    
    
    389,581
    
    
    
    396,028Property under capital lease
    
    
    178,347
    
    
    
    184,248Theatre furniture and equipment
    
    
    558,483
    
    
    
    546,393Leasehold interests and improvements
    
    
    572,081
    
    
    
    539,167Theatres under construction
    
    
    22,481
    
    
    
    2,046Total
    
    
    1,818,505
    
    
    
    1,764,600Less accumulated depreciation and amortization
    
    
    504,439
    
    
    
    556,317Theatre properties and equipment, net
    
    
    1,314,066
    
    
    
    1,208,283OTHER ASSETSGoodwill
    
    
    1,134,689
    
    
    
    1,039,818Intangible assets  net
    
    
    353,047
    
    
    
    341,768Investments in and advances to affiliates
    
    
    5,071
    
    
    
    23,952Deferred charges and other assets  net
    
    
    77,393
    
    
    
    49,033Total other assets
    
    
    1,570,200
    
    
    
    1,454,571TOTAL ASSETS
    
    $
    3,193,207
    
    
    $
    3,027,999LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    9,166
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    4,684
    
    
    
    5,532Current FIN 48 liability
    
    
    
    
    
    
    10,775Accounts payable
    
    
    50,977
    
    
    
    54,596Accrued film rentals
    
    
    42,140
    
    
    
    43,750Accrued interest
    
    
    8,735
    
    
    
    4,343Accrued payroll
    
    
    21,614
    
    
    
    23,995Accrued property taxes
    
    
    23,031
    
    
    
    23,486Accrued other current liabilities
    
    
    57,830
    
    
    
    52,185Total current liabilities
    
    
    218,177
    
    
    
    231,112LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    1,514,579
    
    
    
    1,496,012Capital lease obligations, less current portion
    
    
    116,486
    
    
    
    118,180Deferred income taxes
    
    
    168,475
    
    
    
    135,417Long-term portion FIN 48 liability
    
    
    15,500
    
    
    
    6,748Deferred lease expenses
    
    
    19,235
    
    
    
    23,371Deferred revenue  NCM
    
    
    172,696
    
    
    
    189,847Other long-term liabilities
    
    
    36,214
    
    
    
    40,663Total long-term liabilities
    
    
    2,043,185
    
    
    
    2,010,238COMMITMENTS AND CONTINGENCIES (see Note 21)MINORITY INTERESTS IN SUBSIDIARIES
    
    
    16,182
    
    
    
    12,971STOCKHOLDERS EQUITYClass A common stock, $0.001 par value: 40,000,000 shares authorized,
27,896,316 outstanding at December 31, 2007 and 2008
    
    
    28
    
    
    
    28Additional paid-in-capital
    
    
    806,742
    
    
    
    870,210Retained earnings (deficit)
    
    
    76,198
    
    
    
    (24,213
    )Accumulated other comprehensive income (loss)
    
    
    32,695
    
    
    
    (72,347
    )Total stockholders equity
    
    
    915,663
    
    
    
    773,678TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,193,207
    
    
    $
    3,027,999
  F-3




---



##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THE PERIODS FROM JANUARY 1, 2006 TO OCTOBER 4, 2006 (PREDECESSOR) AND OCTOBER 5, 2006 TO DECEMBER 31, 2006 (SUCCESSOR)
AND THE YEARS ENDED DECEMBER 31, 2007 (SUCCESSOR) AND 2008 (SUCCESSOR)
(In thousands)
 January 1, 2006 to
    
    
    
    October 5, 2006 to
    
    
    Year Ended
    
    
    Year EndedOctober 4, 2006
    
    
    
    December 31, 2006
    
    
    December 31, 2007
    
    
    December 31, 2008(Predecessor)
    
    
    
    (Successor)
    
    
    (Successor)
    
    
    (Successor)REVENUESAdmissions
    
    $
    514,183
    
    
    
    $
    246,092
    
    
    $
    1,087,480
    
    
    $
    1,126,977Concession
    
    
    260,223
    
    
    
    
    115,575
    
    
    
    516,509
    
    
    
    534,836Other
    
    
    54,683
    
    
    
    
    29,838
    
    
    
    78,852
    
    
    
    80,474Total revenues
    
    
    829,089
    
    
    
    
    391,505
    
    
    
    1,682,841
    
    
    
    1,742,287COST OF OPERATIONSFilm rentals and advertising
    
    
    275,005
    
    
    
    
    130,982
    
    
    
    589,717
    
    
    
    612,248Concession supplies
    
    
    41,863
    
    
    
    
    17,157
    
    
    
    81,074
    
    
    
    86,618Salaries and wages
    
    
    79,002
    
    
    
    
    39,614
    
    
    
    173,290
    
    
    
    180,950Facility lease expense
    
    
    109,513
    
    
    
    
    48,246
    
    
    
    212,730
    
    
    
    225,595Utilities and other
    
    
    100,924
    
    
    
    
    43,884
    
    
    
    191,279
    
    
    
    205,814General and administrative expenses
    
    
    45,958
    
    
    
    
    21,810
    
    
    
    78,916
    
    
    
    89,800Termination of profit participation agreement
    
    
    
    
    
    
    
    
    
    
    
    6,952
    
    
    
    Depreciation and amortization
    
    
    59,913
    
    
    
    
    34,281
    
    
    
    148,781
    
    
    
    155,326Amortization of favorable leases
    
    
    130
    
    
    
    
    667
    
    
    
    2,935
    
    
    
    2,708Impairment of long-lived assets
    
    
    5,741
    
    
    
    
    23,337
    
    
    
    86,558
    
    
    
    113,532(Gain) loss on sale of assets and other
    
    
    2,938
    
    
    
    
    2,345
    
    
    
    (2,953
    )
    
    
    8,488Total cost of operations
    
    
    720,987
    
    
    
    
    362,323
    
    
    
    1,569,279
    
    
    
    1,681,079OPERATING INCOME
    
    
    108,102
    
    
    
    
    29,182
    
    
    
    113,562
    
    
    
    61,208OTHER INCOME (EXPENSE)Interest expense
    
    
    (69,191
    )
    
    
    
    (42,220
    )
    
    
    (145,596
    )
    
    
    (116,058
    )Interest income
    
    
    5,563
    
    
    
    
    1,477
    
    
    
    11,271
    
    
    
    11,326Gain on NCM transaction
    
    
    
    
    
    
    
    
    
    
    
    210,773
    
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    
    
    
    
    
    9,205
    
    
    
    Foreign currency exchange gain (loss)
    
    
    94
    
    
    
    
    (352
    )
    
    
    438
    
    
    
    986Gain (loss) on early retirement of debt
    
    
    (3,315
    )
    
    
    
    (5,782
    )
    
    
    (13,456
    )
    
    
    1,698Distributions from NCM
    
    
    
    
    
    
    
    
    
    
    
    11,499
    
    
    
    18,838Dividend income
    
    
    101
    
    
    
    
    
    
    
    
    50
    
    
    
    49Equity in income (loss) of affiliates
    
    
    (1,800
    )
    
    
    
    154
    
    
    
    (2,462
    )
    
    
    (2,373
    )Minority interests in (income) loss of subsidiaries
    
    
    (1,790
    )
    
    
    
    321
    
    
    
    (792
    )
    
    
    (3,895
    )Total other income (expense)
    
    
    (70,338
    )
    
    
    
    (46,402
    )
    
    
    80,930
    
    
    
    (89,429
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    37,764
    
    
    
    
    (17,220
    )
    
    
    194,492
    
    
    
    (28,221
    )Income taxes
    
    
    9,078
    
    
    
    
    3,111
    
    
    
    109,509
    
    
    
    20,690NET INCOME (LOSS)
    
    $
    28,686
    
    
    
    $
    (20,331
    )
    
    $
    84,983
    
    
    $
    (48,911
    )
  F-4




---



##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY) AND COMPREHENSIVE INCOME (LOSS)
THE PERIODS FROM JANUARY 1, 2006 TO OCTOBER 4, 2006 (PREDECESSOR) AND OCTOBER 5, 2006 TO DECEMBER 31, 2006 (SUCCESSOR)
AND THE YEARS ENDED DECEMBER 31, 2007 (SUCCESSOR) AND 2008 (SUCCESSOR)
(In thousands)
 Class A
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon Stock
    
    
    Additional
    
    
    Retained
    
    
    OtherShares
    
    
    
    
    
    
    Paid-in
    
    
    Earnings
    
    
    Comprehensive
    
    
    
    
    
    
    ComprehensiveIssued
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Total
    
    
    Income (Loss)Predecessor balance at January 1, 2006
    
    
    27,896
    
    
    $
    28
    
    
    $
    604,443
    
    
    $
    (702,768
    )
    
    $
    (60,185
    )
    
    $
    (158,482
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,686
    
    
    
    
    
    
    
    28,686
    
    
    $
    28,686Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    2,148
    
    
    
    
    
    
    
    
    
    
    
    2,148Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,872
    
    
    
    3,872
    
    
    
    3,872Predecessor balance at October 4, 2006
    
    
    27,896
    
    
    $
    28
    
    
    $
    606,591
    
    
    $
    (674,082
    )
    
    $
    (56,313
    )
    
    $
    (123,776
    )
    
    $
    32,558Successor balance at October 5, 2006
    
    
    27,896
    
    
    $
    28
    
    
    $
    534,747
    
    
    $
    12,639
    
    
    $
    (734
    )
    
    $
    546,680Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,331
    )
    
    
    
    
    
    
    (20,331
    )
    
    $
    (20,331
    )Non cash capital contribution from Cinemark
Holdings, Inc. related to the Century
Acquisition
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    716
    
    
    
    
    
    
    
    
    
    
    
    716Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,197
    
    
    
    12,197
    
    
    
    12,197Successor balance at December 31, 2006
    
    
    27,896
    
    
    $
    28
    
    
    $
    685,463
    
    
    $
    (7,692
    )
    
    $
    11,463
    
    
    $
    689,262
    
    
    $
    (8,134
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84,983
    
    
    
    
    
    
    
    84,983
    
    
    $
    84,983Capital contributions from Cinemark Holdings,
Inc. related to bond repurchases
    
    
    
    
    
    
    
    
    
    
    63,694
    
    
    
    
    
    
    
    
    
    
    
    63,694Non cash capital contribution from Cinemark
Holdings, Inc. related to income taxes
    
    
    
    
    
    
    
    
    
    
    53,351
    
    
    
    
    
    
    
    
    
    
    
    53,351Tax adjustment related to the adoption of FIN48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,093
    )
    
    
    
    
    
    
    (1,093
    )Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    2,881
    
    
    
    
    
    
    
    
    
    
    
    2,881Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    
    
    
    
    1,353Fair 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
    
    
    
    32,580Successor balance at December 31, 2007
    
    
    27,896
    
    
    $
    28
    
    
    $
    806,742
    
    
    $
    76,198
    
    
    $
    32,695
    
    
    $
    915,663
    
    
    $
    106,215Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,911
    )
    
    
    
    
    
    
    (48,911
    )
    
    $
    (48,911
    )Share based awards compensation expense
    
    
    
    
    
    
    
    
    
    
    4,638
    
    
    
    
    
    
    
    
    
    
    
    4,638Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    474Capital contribution from Cinemark Holdings,
Inc. related to bond repurchases
    
    
    
    
    
    
    
    
    
    
    42,207
    
    
    
    
    
    
    
    
    
    
    
    42,207Noncash capital contribution from Cinemark
Holdings, Inc. related to the Central America
share exchange
    
    
    
    
    
    
    
    
    
    
    12,949
    
    
    
    
    
    
    
    
    
    
    
    12,949Noncash capital contribution from Cinemark
Holdings, Inc. related to the Ecuador share
exchange
    
    
    
    
    
    
    
    
    
    
    3,200
    
    
    
    
    
    
    
    
    
    
    
    3,200Dividends paid to Cinemark Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,500
    )
    
    
    
    
    
    
    (51,500
    )Fair value adjustments on interest rate swap
agreements, net of taxes of $2,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,063
    )
    
    
    (22,063
    )
    
    
    (22,063
    )Amortizaton of accumulated other comprehensive
loss on terminated swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,351
    
    
    
    1,351
    
    
    
    1,351Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,330
    )
    
    
    (84,330
    )
    
    
    (84,330
    )Successor balance at December 31, 2008
    
    
    27,896
    
    
    $
    28
    
    
    $
    870,210
    
    
    $
    (24,213
    )
    
    $
    (72,347
    )
    
    $
    773,678
    
    
    $
    (153,953
    )
  F-5




---



##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THE PERIODS FROM JANUARY 1, 2006 TO OCTOBER 4, 2006 (PREDECESSOR) AND OCTOBER 5, 2006 TO DECEMBER 31, 2006 (SUCCESSOR)
AND THE YEARS ENDED DECEMBER 31, 2007 (SUCCESSOR) AND 2008 (SUCCESSOR)
(In thousands)
 January 1, 2006 to
    
    
    
    October 5, 2006 to
    
    
    Year Ended
    
    
    Year EndedOctober 4, 2006
    
    
    
    December 31, 2006
    
    
    December 31, 2007
    
    
    December 31, 2008(Predecessor)
    
    
    
    (Successor)
    
    
    (Successor)
    
    
    (Successor)OPERATING ACTIVITIESNet income (loss)
    
    $
    28,686
    
    
    
    $
    (20,331
    )
    
    $
    84,983
    
    
    $
    (48,911
    )Adjustments to reconcile net income (loss) to cash provided by operating activities:Depreciation
    
    
    58,564
    
    
    
    
    33,241
    
    
    
    144,629
    
    
    
    151,425Amortization of intangible and other assets
    
    
    1,479
    
    
    
    
    1,707
    
    
    
    7,087
    
    
    
    6,609Amortization of long-term prepaid rents
    
    
    816
    
    
    
    
    197
    
    
    
    1,146
    
    
    
    1,717Amortization of debt issue costs
    
    
    3,082
    
    
    
    
    1,183
    
    
    
    4,727
    
    
    
    4,696Amortization of deferred revenues, deferred lease incentives and other
    
    
    (582
    )
    
    
    
    (71
    )
    
    
    (2,508
    )
    
    
    (3,735
    )Amortization of debt premium
    
    
    (1,173
    )
    
    
    
    (763
    )
    
    
    (678
    )
    
    
    Amortization of accumulated other comprehensive loss related to interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,351Impairment of long-lived assets
    
    
    5,741
    
    
    
    
    23,337
    
    
    
    86,558
    
    
    
    113,532Share based awards compensation expense
    
    
    2,148
    
    
    
    
    716
    
    
    
    2,881
    
    
    
    4,638Gain on NCM transaction
    
    
    
    
    
    
    
    
    
    
    
    (210,773
    )
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    
    
    
    
    
    (9,205
    )
    
    
    (Gain) loss on sale of assets and other
    
    
    2,938
    
    
    
    
    2,345
    
    
    
    (2,953
    )
    
    
    8,488Gain on change in fair value of interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,422
    )Write-off unamortized debt issue costs and debt premium
related to the early retirement of debt
    
    
    1,183
    
    
    
    
    5,782
    
    
    
    (15,661
    )
    
    
    839Accretion of interest on senior discount notes
    
    
    30,222
    
    
    
    
    10,203
    
    
    
    41,423
    
    
    
    40,294Deferred lease expenses
    
    
    724
    
    
    
    
    378
    
    
    
    5,979
    
    
    
    4,350Deferred income tax expenses
    
    
    (7,986
    )
    
    
    
    1,580
    
    
    
    (34,614
    )
    
    
    (25,975
    )Equity in (income) loss of affiliates
    
    
    1,800
    
    
    
    
    (154
    )
    
    
    2,462
    
    
    
    2,373Minority interests in income (loss) of subsidiaries
    
    
    1,790
    
    
    
    
    (321
    )
    
    
    792
    
    
    
    3,895Tax benefit related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    474Interest paid on repurchased senior discount notes
    
    
    
    
    
    
    
    
    
    
    
    (16,592
    )
    
    
    (15,186
    )Increase in deferred revenues related to NCM transaction
    
    
    
    
    
    
    
    
    
    
    
    174,001
    
    
    
    Increase in deferred revenues related to Fandango transaction
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    644Changes in other assets and liabilities
    
    
    (54,388
    )
    
    
    
    21,624
    
    
    
    54,078
    
    
    
    12,974Net cash provided by operating activities
    
    
    75,044
    
    
    
    
    80,653
    
    
    
    324,115
    
    
    
    259,070INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (77,902
    )
    
    
    
    (29,179
    )
    
    
    (146,304
    )
    
    
    (106,109
    )Proceeds from sale of theatre properties and equipment
    
    
    1,236
    
    
    
    
    5,210
    
    
    
    37,532
    
    
    
    2,539Increase in escrow deposit due to like-kind exchange
    
    
    
    
    
    
    
    
    
    
    
    (22,739
    )
    
    
    (2,089
    )Return of escrow deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,828Acquisition of Century Theatres, Inc., net of cash acquired
    
    
    
    
    
    
    
    (531,383
    )
    
    
    
    
    
    
    Acquisition of one theatre in the U.S. and two theatres in Brazil
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,111
    )Net proceeds from sale of NCM stock
    
    
    
    
    
    
    
    
    
    
    
    214,842
    
    
    
    Net proceeds from sale of Fandango stock
    
    
    
    
    
    
    
    
    
    
    
    11,347
    
    
    
    Investment in joint venture  DCIP
    
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    (4,000
    )Other
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used for) investing activities
    
    
    (76,395
    )
    
    
    
    (555,352
    )
    
    
    93,178
    
    
    
    (94,942
    )FINANCING ACTIVITIESCapital contribution from parent to fund retirement of senior discount notes
    
    
    
    
    
    
    
    
    
    
    
    63,694
    
    
    
    42,207Dividends paid to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,500
    )Retirement of senior discount notes
    
    
    (24,950
    )
    
    
    
    
    
    
    
    (43,136
    )
    
    
    (29,559
    )Retirement of senior subordinated notes
    
    
    (10,000
    )
    
    
    
    
    
    
    
    (332,066
    )
    
    
    (3
    )Proceeds from senior secured credit facility
    
    
    
    
    
    
    
    1,120,000
    
    
    
    
    
    
    
    Proceeds from other long-term debt
    
    
    2,273
    
    
    
    
    57
    
    
    
    
    
    
    
    Payoff of long-term debt assumed in Century acquisition
    
    
    
    
    
    
    
    (360,000
    )
    
    
    
    
    
    
    Payoff of former senior secured credit facility
    
    
    
    
    
    
    
    (253,500
    )
    
    
    
    
    
    
    Repayments of other long-term debt
    
    
    (5,009
    )
    
    
    
    (3,886
    )
    
    
    (19,438
    )
    
    
    (10,430
    )Payments on capital leases
    
    
    
    
    
    
    
    (839
    )
    
    
    (3,759
    )
    
    
    (4,901
    )Debt issue costs
    
    
    
    
    
    
    
    (22,926
    )
    
    
    
    
    
    
    Termination of interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,725
    )Other
    
    
    (1,226
    )
    
    
    
    (52
    )
    
    
    (1,730
    )
    
    
    (1,231
    )Net cash provided by (used for) financing activities
    
    
    (38,912
    )
    
    
    
    478,854
    
    
    
    (336,435
    )
    
    
    (68,142
    )EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
    
    
    268
    
    
    
    
    740
    
    
    
    5,445
    
    
    
    (15,701
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (39,995
    )
    
    
    
    4,895
    
    
    
    86,303
    
    
    
    80,285CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    182,199
    
    
    
    
    142,204
    
    
    
    147,099
    
    
    
    233,402End of period
    
    $
    142,204
    
    
    
    $
    147,099
    
    
    $
    233,402
    
    
    $
    313,687
   F-6




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Determining Whether Instruments Granted in Share Based Payment Transactions Are Participating
Securities
 3. INITIAL PUBLIC OFFERING OF CINEMARK HOLDINGS, INC.S COMMON STOCK
 3 4 3 4 3 4 3 4
 4. MERGER WITH MADISON DEARBORN PARTNERS AND RELATED CHANGE IN ACCOUNTING BASIS
   F-13




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Current assets
    
    $
    79,967Fixed assets
    
    
    650,653Goodwill
    
    
    620,540Tradename
    
    
    173,882Net favorable leases
    
    
    31,047Vendor contracts
    
    
    52,012Internally developed software
    
    
    1,626Other long term assets
    
    
    42,384Current liabilities
    
    
    (90,940
    )Other long term liabilities
    
    
    (120,232
    )Long-term debt
    
    
    (922,694
    )Total
    
    $
    518,245
  Net increase in fixed assets
    
    $
    15,013Net increase in goodwill
    
    
    508,760Net increase in intangible assets
    
    
    228,424Net increase in investments in and advances to affiliates
    
    
    2,600Net decrease in deferred charges and other assets
    
    
    (7,277
    )Net increase in long-term debt
    
    
    (9,059
    )Net increase in deferred income taxes
    
    
    (87,059
    )Net decrease in deferred lease expense
    
    
    16,561Net decrease in deferred revenues and other long-term
liabilities
    
    
    2,493Net increase in stockholders equity
    
    $
    670,456
  F-14




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Pro FormaYear EndedDecember 31, 2006(unaudited)RevenuesAdmissions
    
    $
    1,029,881Concession
    
    
    487,416Other
    
    
    94,807Total revenues
    
    $
    1,612,104Cost of operationsFilm rentals and advertising
    
    
    546,144Concession supplies
    
    
    75,359Salaries and wages
    
    
    160,689Facility lease expense
    
    
    203,335Utilities and other
    
    
    184,699General and administrative expenses (1)
    
    
    84,619Depreciation and amortization (2)(3)
    
    
    136,936Impairment of long-lived assets
    
    
    29,485Loss on sale of assets and other
    
    
    5,345Total cost of operations
    
    
    1,426,611Operating income
    
    
    185,493Interest expense (4)
    
    
    (170,134
    )Other expense
    
    
    (5,370
    )Income before income taxes
    
    
    9,989Income taxes (5)
    
    
    6,024Net income
    
    $
    3,965
 
 (1)
    
    Gives effect to the elimination of change of control
payments of $15,672 to Centurys management for the year ended December 31,
2006.(2)
    
    Reflects increase in depreciation related to the fair value of the
theatre properties and equipment recorded pursuant to purchase accounting for
the Century Acquisition.(3)
    
    Reflects the amortization associated with intangible assets recorded
pursuant to purchase accounting for the Century Acquisition.(4)
    
    Reflects interest expense and amortization of debt issue costs
resulting from the changes to the Companys debt structure pursuant to the
Century Acquisition.(5)
    
    Reflects the tax effect of the aforementioned proforma adjustments
at the Companys statutory income tax rate of 39%. 6. INVESTMENT IN NATIONAL CINEMEDIA LLC AND TRANSACTION RELATED TO ITS INITIAL PUBLIC OFFERING
   F-16




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
      January 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Other revenue
    
    $
    18,833
    
    
    
    $
    10,555
    
    
    $
    5,664
    
    
    $
    1,764Equity income (loss)
    
    $
    (1,889
    )
    
    
    $
    184
    
    
    $
    (1,284
    )
    
    $
    840Distributions from NCM
    
    $
    
    
    
    
    $
    
    
    
    $
    11,499
    
    
    $
    18,838
 As of December 31,2007
    
    2008(Successor)
    
    (Successor)Accounts receivable from NCM
    
    $
    225
    
    
    $
    228
 7. INVESTMENT IN DIGITAL CINEMA IMPLEMENTATION PARTNERS
   F-18




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
    Net unfavorable leases
    
    $
    (161
    )Tradename
    
    
    313Goodwill
    
    
    1,473Reduction of minority interest liability
    
    
    1,575$
    3,200
  10. GOODWILL AND OTHER INTANGIBLE ASSETS  NET
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    TotalSuccessor Balance at January 1, 2007
    
    $
    1,056,816
    
    
    $
    148,607
    
    
    $
    1,205,423Purchase price allocation adjustment for Century Acquisition (1)
    
    
    (18,109
    )
    
    
    
    
    
    
    (18,109
    )Impairment charges
    
    
    (60,154
    )
    
    
    (7,571
    )
    
    
    (67,725
    )Foreign currency translation adjustment and other (2)
    
    
    595
    
    
    
    14,505
    
    
    
    15,100Successor Balance at December 31, 2007
    
    $
    979,148
    
    
    $
    155,541
    
    
    $
    1,134,689Impairment charges
    
    
    (78,579
    )
    
    
    
    
    
    
    (78,579
    )Acquisition of one U.S. theatre (3)
    
    
    2,892
    
    
    
    
    
    
    
    2,892Acquisition of two Brazil theatres (4)
    
    
    
    
    
    
    2,247
    
    
    
    2,247Central America share exchange (5)
    
    
    
    
    
    
    8,222
    
    
    
    8,222Ecuador share exchange (5)
    
    
    
    
    
    
    1,473
    
    
    
    1,473Foreign currency translation adjustments
    
    
    
    
    
    
    (31,126
    )
    
    
    (31,126
    )Successor Balance at December 31, 2008
    
    $
    903,461
    
    
    $
    136,357
    
    
    $
    1,039,818
 
 (1)
    
    See Note 5 regarding the acquisition of Century Theatres, Inc.(2)
    
    U.S. operating segment includes one theatre located in Canada.(3)
    
    The Company acquired one theatre in the U.S. during 2008 for approximately
$5,011, which resulted in an allocation of $2,892 to goodwill and $2,119 to theatre
properties and equipment.(4)
    
    The Company acquired two theatres in Brazil during 2008 for approximately $5,100
which resulted in a preliminary allocation of $2,247 to goodwill, $2,368 to theatre
properties and equipment, and $485 to intangible assets.(5)
    
    See Note 9. F-20




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  ForeignCurrencySuccessor
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation
    
    SuccessorBalance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustments
    
    Balance atDecember 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    and
    
    December 31,2007
    
    Additions (1)
    
    Amortization
    
    Impairment
    
    Other
    
    2008Intangible assets with finite lives:Capitalized licensing fees:Gross carrying amount
    
    $
    5,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,138Accumulated amortization
    
    
    (1,565
    )
    
    
    
    
    
    
    (426
    )
    
    
    
    
    
    
    
    
    
    
    (1,991
    )Net carrying amount
    
    $
    3,573
    
    
    
    
    
    
    
    (426
    )
    
    
    
    
    
    
    
    
    
    $
    3,147Vendor contracts:Gross carrying amount
    
    
    56,973
    
    
    
    1,519
    
    
    
    
    
    
    
    
    
    
    
    (2,652
    )
    
    
    55,840Accumulated amortization
    
    
    (23,342
    )
    
    
    
    
    
    
    (3,322
    )
    
    
    
    
    
    
    
    
    
    
    (26,664
    )Net carrying amount
    
    $
    33,631
    
    
    
    1,519
    
    
    
    (3,322
    )
    
    
    
    
    
    
    (2,652
    )
    
    $
    29,176Net favorable leases:Gross carrying amount
    
    
    20,691
    
    
    
    (604
    )
    
    
    
    
    
    
    (577
    )
    
    
    (1,857
    )
    
    
    17,653Accumulated amortization
    
    
    (15,581
    )
    
    
    
    
    
    
    (2,708
    )
    
    
    257
    
    
    
    681
    
    
    
    (17,351
    )Net carrying amount
    
    $
    5,110
    
    
    
    (604
    )
    
    
    (2,708
    )
    
    
    (320
    )
    
    
    (1,176
    )
    
    $
    302Other intangible assets:Gross carrying amount
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    65Accumulated amortization
    
    
    (20
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    (24
    )Net carrying amount
    
    $
    49
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )
    
    $
    41Total net intangible assets with finite
lives
    
    $
    42,363
    
    
    
    915
    
    
    
    (6,460
    )
    
    
    (320
    )
    
    
    (3,832
    )
    
    $
    32,666Intangible assets with indefinite lives:Tradename
    
    
    310,681
    
    
    
    1,205
    
    
    
    
    
    
    
    
    
    
    
    (2,784
    )
    
    
    309,102Other unamortized intangible assets
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    Total intangible assets  net
    
    $
    353,047
    
    
    
    2,120
    
    
    
    (6,460
    )
    
    
    (323
    )
    
    
    (6,616
    )
    
    $
    341,768
 
 (1)
    
    Includes approximately $485 of vendor contracts recorded as a result of the
acquisition of two theatres in Brazil during 2008. Includes approximately $1,034 of vendor
contracts, $443 of net unfavorable leases and $892 of tradename recorded as a result of the
Central America Share Exchange (see Note 9). Includes approximately $161 of net unfavorable
leases and $313 of tradename recorded as a result of the Ecuador Share Exchange (see Note 9).  For the year ended December 31, 2009
    
    $
    5,270For the year ended December 31, 2010
    
    
    5,057For the year ended December 31, 2011
    
    
    4,617For the year ended December 31, 2012
    
    
    3,731For the year ended December 31, 2013
    
    
    3,001Thereafter
    
    
    10,990Total
    
    $
    32,666
 F-21




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 11. IMPAIRMENT OF LONG-LIVED ASSETS
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)United States theatre properties
    
    $
    5,731
    
    
    
    $
    5,315
    
    
    $
    12,423
    
    
    $
    27,761International theatre properties
    
    
    10
    
    
    
    
    3,094
    
    
    
    1,799
    
    
    
    6,869Subtotal
    
    $
    5,741
    
    
    
    $
    8,409
    
    
    $
    14,222
    
    
    $
    34,630Intangible assets (see Note 10)
    
    
    
    
    
    
    
    1,334
    
    
    
    4,611
    
    
    
    323Goodwill (see Note 10)
    
    
    
    
    
    
    
    13,594
    
    
    
    67,725
    
    
    
    78,579Impairment of long-lived assets
    
    $
    5,741
    
    
    
    $
    23,337
    
    
    $
    86,558
    
    
    $
    113,532
 12. DEFERRED CHARGES AND OTHER ASSETS  NET
  Balance at December 31,2007
    
    
    2008(Successor)
    
    
    (Successor)Debt issue costs
    
    $
    37,660
    
    
    $
    37,422Less: Accumulated amortization
    
    
    (9,522
    )
    
    
    (14,218
    )Subtotal
    
    
    28,138
    
    
    
    23,204Long-term prepaid rents
    
    
    17,457
    
    
    
    16,833Construction advances and other deposits
    
    
    24,080
    
    
    
    1,677Equipment to be placed in service
    
    
    4,821
    
    
    
    5,413Other
    
    
    2,897
    
    
    
    1,906Total
    
    $
    77,393
    
    
    $
    49,033
 3 4
  F-22




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 15. FOREIGN CURRENCY TRANSLATION
       16. INVESTMENTS IN AND ADVANCES TO AFFILIATES
  December 31,2007
    
    2008(Successor)
    
    (Successor)Investment in National CineMedia LLC  investment, at equity
    
    $
    
    
    
    $
    19,141Investment in DCIP  investment at equity  33% interest
    
    
    260
    
    
    
    1,017Cinemark  Core Pacific, Ltd. (Taiwan)  investment, at cost  14% interest
    
    
    1,383
    
    
    
    1,383Other
    
    
    3,428
    
    
    
    2,411Total
    
    $
    5,071
    
    
    $
    23,952
  F-28




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 18. CAPITAL STOCK
 Common and Preferred Stock 
   Share Based Awards 
      F-30




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   Stock Options 
  September 30,
    
    January 28,2004
    
    2005Grant
    
    GrantExpected life
    
    
    6.5
    years
    
    
    6.5
    yearsExpected volatility(1)
    
    
    39
    %
    
    
    44
    %Risk-free interest rate
    
    
    3.79
    %
    
    
    3.93
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Grant date fair value
    
    $
    3.51
    
    
    $
    3.80
 
 (1)
    
    Expected volatility is based on historical volatility of the common
stock price of comparable public companies.   Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended
    
    Year EndedOctober 4, 2006
    
    
    December 31, 2006
    
    December 31, 2007
    
    December 31, 2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    Average
    
    
    
    
    
    Average
    
    AggregateExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    IntrinsicShares
    
    Price
    
    
    Shares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    Price
    
    ValueOutstanding at January 1
    
    
    6,998,786
    
    
    $
    7.63
    
    
    
    
    6,989,689
    
    
    $
    7.63
    
    
    
    6,980,593
    
    
    $
    7.63
    
    
    
    6,323,429
    
    
    $
    7.63Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (9,097
    )
    
    $
    7.63
    
    
    
    
    (4,493
    )
    
    $
    7.63
    
    
    
    (112,416
    )
    
    $
    7.63
    
    
    
    (14,492
    )
    
    $
    7.63Exercised
    
    
    
    
    
    $
    7.63
    
    
    
    
    (4,603
    )
    
    $
    7.63
    
    
    
    (544,748
    )
    
    $
    7.63
    
    
    
    (169,267
    )
    
    $
    7.63Outstanding at December 31
    
    
    6,989,689
    
    
    $
    7.63
    
    
    
    
    6,980,593
    
    
    $
    7.63
    
    
    
    6,323,429
    
    
    $
    7.63
    
    
    
    6,139,670
    
    
    $
    7.63
    
    
    $
    (1,228
    )Vested options at December 31
    
    
    3,487,090
    
    
    $
    7.63
    
    
    
    
    3,834,295
    
    
    $
    7.63
    
    
    
    4,647,460
    
    
    $
    7.63
    
    
    
    5,809,343
    
    
    $
    7.63
    
    
    $
    (1,162
    )
 F-31




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
     Weighted AverageGrant DateNonvested Stock Options
    
    Shares
    
    Fair ValueOutstanding at January 1, 2008
    
    
    1,675,969
    
    
    $
    3.51Granted
    
    
    
    
    
    
    Vested
    
    
    (1,331,150
    )
    
    $
    3.51Forfeited
    
    
    (14,492
    )
    
    $
    3.51Outstanding at December 31, 2008 (1)
    
    
    330,327
    
    
    $
    3.51
 
 (1)
    
    The Company expects approximately 314,000 of these options to
vest. Restricted Stock
  WeightedAverageNumber of
    
    Grant DateShares
    
    Fair ValueOutstanding at January 1
    
    
    
    
    
    $
    Granted
    
    
    353,948
    
    
    $
    13.35Vested
    
    
    (152
    )
    
    $
    13.14Forfeited
    
    
    (6,499
    )
    
    $
    13.14Outstanding at December 31
    
    
    347,297
  F-32




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 19. SUPPLEMENTAL CASH FLOW INFORMATION
  January 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Cash paid for interest
    
    $
    43,132
    
    
    
    $
    22,584
    
    
    $
    132,029
    
    
    $
    94,533Cash paid for income taxes, net of refunds received
    
    $
    26,616
    
    
    
    $
    428
    
    
    $
    139,443
    
    
    $
    36,203Noncash investing and financing activities:Change in construction lease obligations related to
construction of theatres
    
    $
    (2,151
    )
    
    
    $
    2,546
    
    
    $
    (2,546
    )
    
    $
    Changes in accounts payable and accrued expenses for the
acquisition of theatre properties and equipment (1)
    
    $
    (7,832
    )
    
    
    $
    11,494
    
    
    $
    (9,754
    )
    
    $
    3,723Exchange of theatre properties
    
    $
    5,400
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Theatre properties and equipment acquired under capital lease
    
    $
    
    
    
    
    $
    
    
    
    $
    9,102
    
    
    $
    7,911Capital contribution from Cinemark Holdings, Inc. as a
result of the Century Acquisition (See Note 5)
    
    $
    
    
    
    
    $
    150,000
    
    
    $
    
    
    
    $
    Capital contribution from Cinemark Holdings, Inc. related to
income taxes
    
    $
    
    
    
    
    $
    
    
    
    $
    53,351
    
    
    $
    Capital contribution from Cinemark Holdings, Inc. as a
result of the Central America Share Exchange (See Note 9)
    
    $
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,949Capital contribution from Cinemark Holdings, Inc. as a
result of the Ecuador Share Exchange (See Note 9)
    
    $
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,200Investment in NCM (See Note 6)
    
    $
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19,020
 
 (1)
    
    Additions to theatre properties and equipment included in accounts payable as of December 31, 2007 and 2008 were $10,266 and $13,989, respectively.  F-34




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 20. INCOME TAXES
  January 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Income (loss) before income taxes:U.S.
    
    $
    20,546
    
    
    
    $
    (6,213
    )
    
    $
    181,727
    
    
    $
    (55,344
    )Foreign
    
    
    17,218
    
    
    
    
    (11,007
    )
    
    
    12,765
    
    
    
    27,123Total
    
    $
    37,764
    
    
    
    $
    (17,220
    )
    
    $
    194,492
    
    
    $
    (28,221
    )Current:Federal
    
    
    11,021
    
    
    
    
    8,266
    
    
    
    121,517
    
    
    
    37,316Foreign
    
    
    5,312
    
    
    
    
    (5,567
    )
    
    
    5,519
    
    
    
    4,620State
    
    
    731
    
    
    
    
    137
    
    
    
    17,087
    
    
    
    4,729Total current expense
    
    $
    17,064
    
    
    
    $
    2,836
    
    
    $
    144,123
    
    
    $
    46,665Deferred:Federal
    
    
    (3,725
    )
    
    
    
    (8,358
    )
    
    
    (33,103
    )
    
    
    (28,138
    )Foreign
    
    
    (4,905
    )
    
    
    
    8,976
    
    
    
    286
    
    
    
    7,330State
    
    
    644
    
    
    
    
    (343
    )
    
    
    (1,797
    )
    
    
    (5,167
    )Total deferred expense
    
    $
    (7,986
    )
    
    
    $
    275
    
    
    $
    34,614
    
    
    $
    (25,975
    )Income tax expense
    
    $
    9,078
    
    
    
    $
    3,111
    
    
    $
    109,509
    
    
    $
    20,690
  January 1,
    
    
    October 5,2006
    
    
    2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Computed normal tax expense (benefit)
    
    $
    13,217
    
    
    
    $
    (6,027
    )
    
    $
    68,073
    
    
    $
    (9,877
    )Goodwill
    
    
    (42
    )
    
    
    
    4,764
    
    
    
    23,050
    
    
    
    27,503Foreign inflation adjustments
    
    
    (1,553
    )
    
    
    
    3,356
    
    
    
    (620
    )
    
    
    464State and
local income taxes, net of federal income tax impact
    
    
    893
    
    
    
    
    (134
    )
    
    
    9,861
    
    
    
    (2,527
    )Foreign losses not benefited and other changes in valuation allowance
    
    
    (1,909
    )
    
    
    
    1,872
    
    
    
    (536
    )
    
    
    1,459Foreign tax rate differential
    
    
    40
    
    
    
    
    906
    
    
    
    3,721
    
    
    
    1,537Foreign dividends, including Section 965
    
    
    433
    
    
    
    
    145
    
    
    
    1,405
    
    
    
    2,084Other  net
    
    
    (2,001
    )
    
    
    
    (1,771
    )
    
    
    4,555
    
    
    
    47Income taxes
    
    $
    9,078
    
    
    
    $
    3,111
    
    
    $
    109,509
    
    
    $
    20,690
  F-35




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##### Table of Contents



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




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Uncertain Tax Positions
  Balance at January 1, 2007
    
    $
    10,512Gross increases  tax positions in prior period
    
    
    1,432Gross increases  current-period tax positions
    
    
    549Balance at December 31, 2007
    
    $
    12,493Gross increases  tax positions in prior period
    
    
    37Gross decreases  tax positions in prior period
    
    
    (166
    )Gross increases  current-period tax positions
    
    
    2,397Gross decreases  current-period tax positions
    
    
    (752
    )Reductions due to lapse in statute of limitations
    
    
    (33
    )Balance at December 31, 2008
    
    $
    13,976
    21. COMMITMENTS AND CONTINGENCIES
 Leases
 F-37




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Fixed rent expense
    
    $
    89,296
    
    
    
    $
    37,815
    
    
    $
    164,915
    
    
    $
    175,368Contingent rent expense
    
    
    20,217
    
    
    
    
    10,431
    
    
    
    47,815
    
    
    
    50,227Facility lease expense
    
    
    109,513
    
    
    
    
    48,246
    
    
    
    212,730
    
    
    
    225,595Corporate office rent expense
    
    
    1,067
    
    
    
    
    543
    
    
    
    1,996
    
    
    
    2,041Total rent expense
    
    $
    110,580
    
    
    
    $
    48,789
    
    
    $
    214,726
    
    
    $
    227,636
  Operating
    
    
    CapitalLeases
    
    
    Leases2009
    
    $
    175,185
    
    
    $
    17,7442010
    
    
    173,793
    
    
    
    17,9972011
    
    
    170,059
    
    
    
    16,9592012
    
    
    165,778
    
    
    
    17,0982013
    
    
    162,213
    
    
    
    17,230Thereafter
    
    
    992,104
    
    
    
    140,950Total
    
    $
    1,839,132
    
    
    $
    227,978Amounts representing interest payments
    
    
    
    
    
    
    104,266Present value of future minimum payments
    
    
    
    
    
    $
    123,712Current portion of capital lease obligations
    
    
    
    
    
    
    5,532Capital lease obligations, less current portion
    
    
    
    
    
    $
    118,180
 Employment Agreements
 Retirement Savings Plan
 F-38




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Letters of Credit and Collateral
 Litigation and Litigation Settlements United States v. Cinemark USA, Inc.
  22. SEGMENTS
  F-39




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Revenues:U.S.
    
    $
    607,729
    
    
    
    $
    328,955
    
    
    $
    1,352,042
    
    
    $
    1,360,176International
    
    
    222,780
    
    
    
    
    63,074
    
    
    
    333,624
    
    
    
    385,817Eliminations
    
    
    (1,420
    )
    
    
    
    (524
    )
    
    
    (2,825
    )
    
    
    (3,706
    )Total revenues
    
    $
    829,089
    
    
    
    $
    391,505
    
    
    $
    1,682,841
    
    
    $
    1,742,287
 Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Adjusted EBITDA:U.S.
    
    $
    135,300
    
    
    
    $
    82,545
    
    
    $
    310,202
    
    
    $
    292,000International
    
    
    45,212
    
    
    
    
    8,558
    
    
    
    67,138
    
    
    
    78,805Total Adjusted EBITDA
    
    $
    180,512
    
    
    
    $
    91,103
    
    
    $
    377,340
    
    
    $
    370,805
 Year Ended December 31,2007
    
    2008(Successor)
    
    (Successor)Capital Expenditures:U.S.
    
    $
    110,496
    
    
    $
    77,193International
    
    
    35,808
    
    
    
    28,916Total Capital Expenditures
    
    $
    146,304
    
    
    $
    106,109
  Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)Net income (loss)
    
    $
    28,686
    
    
    
    $
    (20,331
    )
    
    $
    84,983
    
    
    $
    (48,911
    )Add (deduct):Income taxes
    
    
    9,078
    
    
    
    
    3,111
    
    
    
    109,509
    
    
    
    20,690Interest expense (1)
    
    
    69,191
    
    
    
    
    42,220
    
    
    
    145,596
    
    
    
    116,058Gain on NCM transaction
    
    
    
    
    
    
    
    
    
    
    
    (210,773
    )
    
    
    Gain on Fandango transaction
    
    
    
    
    
    
    
    
    
    
    
    (9,205
    )
    
    
    (Gain) loss on early retirement of debt
    
    
    3,315
    
    
    
    
    5,782
    
    
    
    13,456
    
    
    
    (1,698
    )Other income (2)
    
    
    (2,168
    )
    
    
    
    (1,600
    )
    
    
    (8,505
    )
    
    
    (6,093
    )Termination of profit participation agreement
    
    
    
    
    
    
    
    
    
    
    
    6,952
    
    
    
    Depreciation and amortization
    
    
    59,913
    
    
    
    
    34,281
    
    
    
    148,781
    
    
    
    155,326Amortization of net favorable leases
    
    
    130
    
    
    
    
    667
    
    
    
    2,935
    
    
    
    2,708Impairment of long-lived assets
    
    
    5,741
    
    
    
    
    23,337
    
    
    
    86,558
    
    
    
    113,532(Gain) loss on sale of assets and other
    
    
    2,938
    
    
    
    
    2,345
    
    
    
    (2,953
    )
    
    
    8,488Deferred lease expenses
    
    
    724
    
    
    
    
    378
    
    
    
    5,979
    
    
    
    4,350Amortization of long-term prepaid rents
    
    
    816
    
    
    
    
    197
    
    
    
    1,146
    
    
    
    1,717Share based awards compensation expense
    
    
    2,148
    
    
    
    
    716
    
    
    
    2,881
    
    
    
    4,638Adjusted EBITDA
    
    $
    180,512
    
    
    
    $
    91,103
    
    
    $
    377,340
    
    
    $
    370,805
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss), dividend income,
equity in loss of affiliates and minority interests in income of subsidiaries and excludes
distributions from NCM. F-40




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Financial Information About Geographic Areas
  Period from
    
    
    Period fromJanuary 1, 2006
    
    
    October 5, 2006to
    
    
    to
    
    Year Ended December 31,October 4, 2006
    
    
    December 31, 2006
    
    2007
    
    2008(Predecessor)
    
    
    (Successor)
    
    (Successor)
    
    (Successor)RevenuesU.S. and Canada
    
    $
    607,729
    
    
    
    $
    328,955
    
    
    $
    1,352,042
    
    
    $
    1,360,176Mexico
    
    
    55,704
    
    
    
    
    15,885
    
    
    
    74,983
    
    
    
    78,292Brazil
    
    
    98,950
    
    
    
    
    29,605
    
    
    
    157,158
    
    
    
    186,159Other foreign countries
    
    
    68,126
    
    
    
    
    17,584
    
    
    
    101,483
    
    
    
    121,366Eliminations
    
    
    (1,420
    )
    
    
    
    (524
    )
    
    
    (2,825
    )
    
    
    (3,706
    )Total
    
    $
    829,089
    
    
    
    $
    391,505
    
    
    $
    1,682,841
    
    
    $
    1,742,287
 December 31,2007
    
    2008(Successor)
    
    (Successor)Theatres properties and equipment, netU.S. and Canada
    
    $
    1,137,244
    
    
    $
    1,073,551Mexico
    
    
    59,201
    
    
    
    38,290Brazil
    
    
    72,635
    
    
    
    58,641Other foreign countries
    
    
    44,986
    
    
    
    37,801Total
    
    $
    1,314,066
    
    
    $
    1,208,283
 23. OTHER RELATED PARTY TRANSACTIONS
     F-41




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
    24. VALUATION AND QUALIFYING ACCOUNTS
  ValuationAllowancefor DeferredTax AssetsPredecessor Balance at January 1, 2006
    
    $
    8,898Additions
    
    
    3,000Deductions
    
    
    (4,909
    )Predecessor Balance at October 4, 2006
    
    $
    6,989Additions
    
    
    1,932Deductions
    
    
    (59
    )Successor Balance at December 31, 2006
    
    $
    8,862Additions
    
    
    2,370Deductions
    
    
    (1,360
    )Successor Balance at December 31, 2007
    
    $
    9,872Additions
    
    
    4,200Deductions
    
    
    (609
    )Successor Balance at December 31, 2008
    
    $
    13,463
 F-42




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  .
   
 F-43




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
BALANCE SHEETS
(In millions)
 January 1, 2009
    
    
    December 27, 2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    34.1
    
    
    $
    7.5Receivables, net of allowance of $2.6 and $1.5 million, respectively
    
    
    92.0
    
    
    
    91.6Prepaid expenses
    
    
    1.6
    
    
    
    1.9Prepaid management fees to managing member
    
    
    0.5
    
    
    
    0.5Total current assets
    
    
    128.2
    
    
    
    101.5PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $27.0 and $17.3 million, respectively
    
    
    28.0
    
    
    
    22.2INTANGIBLE ASSETS, net of accumulated
amortization of $1.5 and $0 million, respectively
    
    
    111.8
    
    
    
    OTHER ASSETS:Debt issuance costs, net
    
    
    11.1
    
    
    
    13.0Investment in affiliate
    
    
    
    
    
    
    7.0Restricted cash
    
    
    0.3
    
    
    
    0.3Other long-term assets
    
    
    0.5
    
    
    
    0.2Total other assets
    
    
    11.9
    
    
    
    20.5TOTAL
    
    $
    279.9
    
    
    $
    144.2LIABILITIES AND MEMBERS EQUITY/(DEFICIT)CURRENT LIABILITIES:Amounts due to founding members
    
    
    25.6
    
    
    
    15.8Amounts due to managing member
    
    
    22.1
    
    
    
    16.7Accrued expenses
    
    
    6.3
    
    
    
    10.0Accrued payroll and related expenses
    
    
    5.7
    
    
    
    7.2Accounts payable
    
    
    11.2
    
    
    
    6.6Deferred revenue
    
    
    3.4
    
    
    
    3.3Total current liabilities
    
    
    74.3
    
    
    
    59.6OTHER LIABILITIES:Borrowings
    
    
    799.0
    
    
    
    784.0Interest rate swap agreements
    
    
    87.7
    
    
    
    14.4Other long-term liabilities
    
    
    4.5
    
    
    
    Total other liabilities
    
    
    891.2
    
    
    
    798.4Total liabilities
    
    
    965.5
    
    
    
    858.0COMMITMENTS AND CONTINGENCIES (NOTE 10)MEMBERS EQUITY/(DEFICIT)
    
    
    (685.6
    )
    
    
    (713.8
    )TOTAL
    
    $
    279.9
    
    
    $
    144.2
  F-44




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF OPERATIONS
(In millions)
 Period
    
    
    
    PeriodFebruary 13,
    
    
    
    December 29,
    
    
    Year EndedYear Ended
    
    
    2007 through
    
    
    
    2006 through
    
    
    DecemberJanuary 1,
    
    
    December 27,
    
    
    
    February 12,
    
    
    28,2009
    
    
    2007
    
    
    
    2007
    
    
    2006REVENUE:Advertising (including revenue from
founding members of $43.3, $40.9,
$0.0 and $0.0 million, respectively)
    
    $
    330.3
    
    
    $
    282.7
    
    
    
    $
    20.6
    
    
    $
    188.2Administrative feesfounding members
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    5.4Meetings and events
    
    
    38.9
    
    
    
    25.4
    
    
    
    
    2.9
    
    
    
    25.4Other
    
    
    0.3
    
    
    
    0.2
    
    
    
    
    
    
    
    
    0.3Total
    
    
    369.5
    
    
    
    308.3
    
    
    
    
    23.6
    
    
    
    219.3OPERATING EXPENSES:Advertising operating costs
    
    
    18.7
    
    
    
    9.1
    
    
    
    
    1.1
    
    
    
    9.2Meetings and events operating costs
    
    
    25.1
    
    
    
    15.4
    
    
    
    
    1.4
    
    
    
    11.1Network costs
    
    
    17.0
    
    
    
    13.3
    
    
    
    
    1.7
    
    
    
    14.7Theatre access fees/circuit share
costsfounding members
    
    
    49.8
    
    
    
    41.5
    
    
    
    
    14.4
    
    
    
    130.1Selling and marketing costs
    
    
    47.9
    
    
    
    40.9
    
    
    
    
    5.2
    
    
    
    38.2Administrative costs
    
    
    14.5
    
    
    
    10.0
    
    
    
    
    2.8
    
    
    
    16.4Administrative fee  managing member
    
    
    9.7
    
    
    
    9.2
    
    
    
    
    
    
    
    
    Severance plan costs
    
    
    0.5
    
    
    
    1.5
    
    
    
    
    0.4
    
    
    
    4.2Depreciation and amortization
    
    
    12.4
    
    
    
    5.0
    
    
    
    
    0.7
    
    
    
    4.8Other costs
    
    
    1.3
    
    
    
    0.9
    
    
    
    
    
    
    
    
    0.6Total
    
    
    196.9
    
    
    
    146.8
    
    
    
    
    27.7
    
    
    
    229.3OPERATING INCOME (LOSS)
    
    
    172.6
    
    
    
    161.5
    
    
    
    
    (4.1
    )
    
    
    (10.0
    )Interest Expense, Net:Borrowings
    
    
    51.8
    
    
    
    48.0
    
    
    
    
    0.1
    
    
    
    0.6Change in derivative fair value
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income and other
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    
    (0.1
    )Total
    
    
    65.8
    
    
    
    47.8
    
    
    
    
    0.1
    
    
    
    0.5Impairment and related loss
    
    
    11.5
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    95.3
    
    
    $
    113.7
    
    
    
    $
    (4.2
    )
    
    $
    (10.5
    )
  F-45




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF MEMBERS EQUITY/(DEFICIT)
(In millions)
 TotalBalanceDecember 29, 2005
    
    $
    9.8Capital contribution from members
    
    
    0.9Contribution of severance plan payments
    
    
    4.2Distribution to members
    
    
    (0.9
    )Net loss
    
    
    (10.5
    )BalanceDecember 28, 2006
    
    $
    3.5Contribution of severance plan payments
    
    
    0.4Net loss
    
    
    (4.2
    )BalanceFebruary 12, 2007
    
    $
    (0.3
    )BalanceFebruary 13, 2007
    
    $
    (0.3
    )Contribution of severance plan payments
    
    
    1.5Capital contribution from managing member
    
    
    746.1Capital contribution from founding member
    
    
    11.2Distribution to managing member
    
    
    (53.3
    )Distribution to founding members
    
    
    (1,521.6
    )Reclassification of unit option plan
    
    
    2.3Comprehensive Income:Unrealized (loss) on cash flow hedge
    
    $
    (14.4
    )Net income
    
    
    113.7Total Comprehensive Income
    
    $
    99.3Share-based compensation expense
    
    
    1.0BalanceDecember 27, 2007
    
    $
    (713.8
    )Contribution of severance plan payments
    
    
    0.5Capital contribution from managing member
    
    
    0.6Capital contribution from founding members
    
    
    4.7Distribution to managing member
    
    
    (55.5
    )Distribution to founding members
    
    
    (75.5
    )Units issued for purchase of intangible asset
    
    
    116.1Comprehensive Income:Unrealized (loss) on cash flow hedge
    
    $
    (59.1
    )Net income
    
    
    95.3Total Comprehensive Income
    
    $
    36.2Share-based compensation expense
    
    
    1.1BalanceJanuary 1, 2009
    
    $
    (685.6
    )
  F-46




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,Year Ended
    
    2007 through
    
    
    2006 through
    
    Year EndedJanuary 1,
    
    December 27,
    
    
    February 12,
    
    December 28,2009
    
    2007
    
    
    2007
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income(loss)
    
    $
    95.3
    
    
    $
    113.7
    
    
    
    $
    (4.2
    )
    
    $
    (10.5
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    12.4
    
    
    
    5.0
    
    
    
    
    0.7
    
    
    
    4.8Non-cash severance plan and share-based compensation
    
    
    1.5
    
    
    
    2.5
    
    
    
    
    0.7
    
    
    
    6.1Non-cash impairment and related loss
    
    
    11.5
    
    
    
    
    
    
    
    
    
    
    
    
    Net realized and unrealized hedging transactions
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of debt issuance costs and loss on
repayment of debt
    
    
    1.9
    
    
    
    1.7
    
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Receivablesnet
    
    
    (0.4
    )
    
    
    (40.3
    )
    
    
    
    12.6
    
    
    
    (27.3
    )Accounts payable and accrued expenses
    
    
    (0.7
    )
    
    
    10.4
    
    
    
    
    (4.4
    )
    
    
    4.4Amounts due to founding members and managing member
    
    
    0.4
    
    
    
    (51.1
    )
    
    
    
    (3.7
    )
    
    
    33.4Payment of severance plan costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.5
    )Other
    
    
    0.1
    
    
    
    (1.3
    )
    
    
    
    0.5
    
    
    
    0.9Net cash provided by operating activities
    
    
    136.2
    
    
    
    40.6
    
    
    
    
    2.2
    
    
    
    8.3CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (16.6
    )
    
    
    (13.8
    )
    
    
    
    (0.5
    )
    
    
    (6.3
    )Investment in restricted cash
    
    
    
    
    
    
    (0.3
    )
    
    
    
    
    
    
    
    Investment in affiliate
    
    
    
    
    
    
    (7.0
    )
    
    
    
    
    
    
    
    Net cash (used in) investing activities
    
    
    (16.6
    )
    
    
    (21.1
    )
    
    
    
    (0.5
    )
    
    
    (6.3
    )CASH FLOWS FROM FINANCING ACTIVITIES:Reimbursement (payment) of offering costs and fees
    
    
    
    
    
    
    4.7
    
    
    
    
    (0.1
    )
    
    
    (4.0
    )Proceeds from borrowings
    
    
    139.0
    
    
    
    924.0
    
    
    
    
    13.0
    
    
    
    66.0Repayments of borrowings
    
    
    (124.0
    )
    
    
    (150.0
    )
    
    
    
    (13.0
    )
    
    
    (56.0
    )Proceeds from managing member contributions
    
    
    0.6
    
    
    
    746.1
    
    
    
    
    
    
    
    
    Proceeds from founding member contributions
    
    
    9.7
    
    
    
    7.5
    
    
    
    
    
    
    
    
    0.9Distribution to founding members and managing member
    
    
    (118.3
    )
    
    
    (1,538.0
    )
    
    
    
    
    
    
    
    (0.9
    )Payment of debt issuance costs
    
    
    
    
    
    
    (14.6
    )
    
    
    
    
    
    
    
    Proceeds of short-term borrowings from founding members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0Repayments of short-term borrowings to founding members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.3
    )Net cash provided by (used in) financing activities
    
    
    (93.0
    )
    
    
    (20.3
    )
    
    
    
    (0.1
    )
    
    
    4.7CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    26.6
    
    
    
    (0.8
    )
    
    
    
    1.6
    
    
    
    6.7CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    7.5
    
    
    
    8.3
    
    
    
    
    6.7
    
    
    
    End of period
    
    $
    34.1
    
    
    $
    7.5
    
    
    
    $
    8.3
    
    
    $
    6.7
 (Continued)
  F-47




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##### Table of Contents



NATIONAL CINEMEDIA, LLC
STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
 Period
    
    
    PeriodFebruary 13,
    
    
    December 29,
    
    Year Ended2007 through
    
    
    2006 through
    
    DecemberYear Ended
    
    December 27,
    
    
    February 12,
    
    28,January 1, 2009
    
    2007
    
    
    2007
    
    2006Supplemental disclosure of non-cash financing and investing
activity:Contribution for severance plan payments
    
    $
    0.5
    
    
    $
    1.5
    
    
    
    $
    0.4
    
    
    $
    4.2Increase in distributions payable to founding members and
managing member
    
    $
    49.7
    
    
    $
    37.0
    
    
    
    
    
    
    
    
    Contributions from members collected after period end
    
    $
    0.4
    
    
    $
    3.7
    
    
    
    
    
    
    
    
    Integration payment from founding member collected after
period end
    
    $
    1.2
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of an intangible asset with subsidiary equity
    
    $
    116.1
    
    
    
    
    
    
    
    
    
    
    
    
    Increase in property and equipment not requiring cash in the
period
    
    
    
    
    
    $
    0.6
    
    
    
    
    
    
    
    $
    0.3Increase in deferred offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.5Unit option plan reclassified to equity
    
    
    
    
    
    $
    2.3
    
    
    
    
    
    
    
    
    Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    8.3
    
    
    $
    44.0
    
    
    
    $
    0.1
    
    
    $
    0.4
  F-48




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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
  Accounting by a Joint Venture for Businesses
Received at its Formation The Equity Method of Accounting for Investments in Common Stock
 Initial Public Offering and Related Transactions
    F-49




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
   Basis of Presentation
     F-50




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Summary of Significant Accounting Policies
 Accounting Period
 Estimates
 Revenue Recognition
 Operating Costs
    Leases
 Advertising Costs
 Cash and Cash Equivalents
 Restricted Cash
 F-51




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Receivables
 Long-lived Assets
 Equipment
    
    4-10 yearsComputer hardware and software
    
    3-5 yearsLeasehold improvements
    
    Lesser of lease term or asset life
 Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use Accounting for Web Site Development Costs.
   Accounting for the
Impairment or Disposal of Long-Lived Assets .
 Amounts Due to/from Founding Members
 Amounts Due to/from Managing Member
 F-52




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value
Measurements,
 Fair Value Measurements at Reporting Date UsingQuoted Prices inAt
    
    Active Markets for
    
    Significant Other
    
    SignificantJanuary 1,
    
    Identical Assets
    
    Observable Inputs
    
    Unobservable Inputs2009
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)ASSETS:Investment in Affiliate (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    LIABILITIES:Interest Rate Swap Agreements (2)
    
    $
    87.7
    
    
    
    
    
    
    $
    87.7
    
    
    
    
 
 (1)
    
    During 2007, NCM LLC invested $7.0 million of cash in 6% convertible preferred stock and
related option on the common stock of IdeaCast, Inc. (IdeaCast), a start-up company that operates
an advertising network in fitness centers and health clubs throughout the United States. The
preferred stock is accounted for as an investment in debt securities per SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities,due to the provisions in the agreement,
which give the Company a mandatory redemption right five years after the date of investment. The
securities are not held for trading purposes and are therefore by default classified as
available-for-sale even though it is not the Companys intent to sell these securities. There are
no marketplace indicators of value that management can use to determine the fair value of the
investment. Until the fourth quarter of 2008, the Company based its recurring estimated fair value
of the investment in IdeaCast on a discounted cash flow model that probability weights IdeaCasts
potential future cash flows under various scenarios and managements judgment, which is based in
part on communications with IdeaCast and their lender. During the fourth quarter of 2008, the
Company recorded a full impairment to the value of the investment and the carrying value was
adjusted to zero due to IdeaCasts defaults on its senior debt during the fourth quarter of 2008
and resulting illiquidity. The Company determined the impairment was other-than-temporary and the
unrealized loss was reported as an impairment loss in the statement of operations since the fair
value was determined to be significantly below cost and recoverability was deemed unlikely. The
key factors identified by management in making these assessments and determining the amounts were
events of default on IdeaCasts convertible debt that emerged after the fourth quarter 2008
IdeaCast operating results were analyzed and after IdeaCast failed to make a scheduled debt service
payment and ongoing discussions with the convertible debt lender. Refer to Note 10 for additional
details. Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)(in millions)Year EndedInvestment in Affiliate
    
    January 1, 2009Beginning Balance
    
    $
    7.0Total gains or losses (realized/unrealized)Included in earnings
    
    
    (7.0
    )Included in other comprehensive income
    
    
    Purchases, sales, issuances, and
settlements, net
    
    
    Transfers in and/or out of Level 3
    
    
    Ending Balance
    
    
    
 
 (2)
    
    In February 2007, NCM LLC has entered into interest rate swap agreements with four
counterparties, which qualified for and were designated as a cash flow hedge against interest rate
exposure on $550.0 million of the variable rate debt obligations under the senior secured credit
facility in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities,as amended by SFAS No. 138. The interest rate swap agreements have the effect of
converting a portion of the Companys variable rate debt to a fixed rate of 6.734%.  F-53




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NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
     Accumulated Other Comprehensive Income/Loss
 HedgingTransactionsBalanceFebruary 13, 2007
    
    $
    Change in fair value
    
    
    (14.4
    )BalanceDecember 27, 2007
    
    
    (14.4
    )Change in fair value
    
    
    (59.5
    )Reclassifications into earnings
    
    
    0.4BalanceJanuary 1, 2009
    
    $
    (73.5
    )
 Debt Issuance Costs
 F-54




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 Other Long-Terms Assets and Liabilities Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others.
 Fair Value of Financial Instruments
 Share-Based Compensation Share-Based Payment
 Income Taxes
 Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities
 Determination of the
Useful Life of Intangible Assets .
 Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities
 F-55




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  RECEIVABLES
 As of
    
    As ofJanuary 1, 2009
    
    December 27, 2007Trade accounts
    
    $
    91.3
    
    
    $
    92.2Other
    
    
    3.3
    
    
    
    0.9Less allowance for doubtful accounts
    
    
    (2.6
    )
    
    
    (1.5
    )Total
    
    $
    92.0
    
    
    $
    91.6
  Period
    
    
    PeriodFebruary 13,
    
    
    December 29,2007 through
    
    
    2006 through
    
    Year EndedYear Ended
    
    December 27,
    
    
    February 12,
    
    December 28,January 1, 2009
    
    2007
    
    
    2007
    
    2006ALLOWANCE FOR DOUBTFUL ACCOUNTS:Balance at beginning of period
    
    $
    1.5
    
    
    $
    1.1
    
    
    
    $
    1.1
    
    
    $
    0.5Provision for bad debt
    
    
    2.3
    
    
    
    1.0
    
    
    
    
    0.1
    
    
    
    0.8Write-offs, net
    
    
    (1.2
    )
    
    
    (0.6
    )
    
    
    
    (0.1
    )
    
    
    (0.2
    )Balance at end of period
    
    $
    2.6
    
    
    $
    1.5
    
    
    
    $
    1.1
    
    
    $
    1.1
 3. PROPERTY AND EQUIPMENT
 As of
    
    
    As ofJanuary 1, 2009
    
    
    December 27, 2007Equipment
    
    $
    53.3
    
    
    $
    37.3Leasehold Improvements
    
    
    1.4
    
    
    
    1.4Less accumulated depreciation
    
    
    (27.0
    )
    
    
    (17.3
    )Subtotal
    
    
    27.7
    
    
    
    21.4Construction in Progress
    
    
    0.3
    
    
    
    0.8Total property and equipment
    
    $
    28.0
    
    
    $
    22.2
  4. INTANGIBLE ASSETS
  F-56




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
  Goodwill and Other Intangible Assets
 As of
    
    
    As ofJanuary 1, 2009
    
    
    December 27, 2007(in millions)Beginning balance
    
    $
    
    
    
    $
    Purchase of intangible asset subject to amortization
    
    
    116.1
    
    
    
    Less integration payments
    
    
    (2.8
    )
    
    
    Less accumulated amortization
    
    
    (1.5
    )
    
    
    Total intangible assets
    
    $
    111.8
    
    
    $
    
   2009
    
    $
    2.02010
    
    
    2.02011
    
    
    3.92012
    
    
    3.92013
    
    
    3.9
 5. ACCRUED EXPENSES
 As of
    
    
    As ofJanuary 1, 2009
    
    
    December 27, 2007Make-good Reserve
    
    $
    1.3
    
    
    $
    4.0Accrued Interest
    
    
    4.0
    
    
    
    2.3Accrued beverage
concessionaire unit cost
    
    
    0.1
    
    
    
    2.4Other accrued expenses
    
    
    0.9
    
    
    
    1.3Total accrued expenses
    
    $
    6.3
    
    
    $
    10.0
 6. RELATED-PARTY TRANSACTIONS
 Year Ended January 1, 2009 and 2007 Post-IPO Period 
 F-57




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
    AMC
    
    
    Cinemark
    
    
    Regal
    
    
    TotalTheatre access fees, net of beverage revenues
    
    $
    (0.1
    )
    
    $
    
    
    
    $
    0.7
    
    
    $
    0.6Cost and other reimbursement
    
    
    (1.1
    )
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (2.2
    )Distributions payable, net
    
    
    8.9
    
    
    
    7.0
    
    
    
    11.3
    
    
    
    27.2Total
    
    $
    7.7
    
    
    $
    6.5
    
    
    $
    11.4
    
    
    $
    25.6
  AMC
    
    
    Cinemark
    
    
    Regal
    
    
    TotalTheatre access fees, net of beverage revenues
    
    $
    (0.2
    )
    
    $
    0.1
    
    
    $
    0.2
    
    
    $
    0.1Cost and other reimbursement
    
    
    (0.4
    )
    
    
    (0.2
    )
    
    
    (0.5
    )
    
    
    (1.1
    )Distributions payable, net
    
    
    3.2
    
    
    
    5.2
    
    
    
    8.4
    
    
    
    16.8Total
    
    $
    2.6
    
    
    $
    5.1
    
    
    $
    8.1
    
    
    $
    15.8
   F-58




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
 2007 Pre-IPO Period and 2006 
 Pre-IPO PeriodDecember 29, 2006 through
    
    Year EndedFebruary 12, 2007
    
    December 28, 2006Circuit
    
    Administrative
    
    Circuit
    
    AdministrativeShare Cost
    
    Fee Revenue
    
    Share Cost
    
    Fee RevenueAMC
    
    $
    4.1
    
    
    $
    
    
    
    $
    38.6
    
    
    $
    0.2Cinemark
    
    
    3.7
    
    
    
    0.1
    
    
    
    29.7
    
    
    
    0.4Regal
    
    
    6.6
    
    
    
    
    
    
    
    61.8
    
    
    
    4.8Total
    
    $
    14.4
    
    
    $
    0.1
    
    
    $
    130.1
    
    
    $
    5.4
   Other 
  IdeaCast 
 RCI Unit Option Plan 
 National CineMedia, Inc. 
 F-59




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
    January 1, 2009
    
    
    December 27, 2007Distributions payable
    
    $
    21.0
    
    
    $
    16.6Cost and other reimbursement
    
    
    1.2
    
    
    
    0.1Total
    
    $
    22.1
    
    
    $
    16.7
 7. BORROWINGS
 Revolving Credit Agreement
 Senior Secured Credit Facility
  F-60




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
   Future Maturities of Long-Term Borrowings
 8. SHARE-BASED COMPENSATION
     F-61




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
    Fiscal 2008
    
    2007 post-IPOExpected life of options
    
    6.5 years
    
    
    6.5 to 9 yearsRisk free interest rate
    
    3.74% to 4.09
    %

    
    4.1% to 4.9
    %Expected volatility
    
    
    30
    %
    
    
    30
    %Dividend yield
    
    
    3
    %
    
    
    3
    %
  WeightedAverageWeighted
    
    RemainingAverage
    
    Contractual Life
    
    Aggregate IntrinsicShares
    
    Exercise Price
    
    (in years)
    
    Value (in millions)Outstanding at December 27, 2007
    
    
    1,822,906
    
    
    $
    17.75Granted
    
    
    259,000
    
    
    
    14.39Exercised
    
    
    (35,763
    )
    
    
    16.35Forfeited
    
    
    (21,044
    )
    
    
    18.56Outstanding at January 1, 2009
    
    
    2,025,099
    
    
    $
    17.33
    
    
    
    11.4
    
    
    $
    0.3Exercisable at January 1, 2009
    
    
    600,177
    
    
    $
    17.71
    
    
    
    11.7
    
    
    
    Vested and Expected to Vest at
January 1, 2009
    
    
    1,876,533
    
    
    $
    17.36
    
    
    
    11.4
    
    
    $
    0.2
  Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Average
    
    Number
    
    AverageOutstanding at
    
    Remaining Life
    
    Exercise
    
    Exercisable at
    
    ExerciseRange of Exercise Price
    
    Jan. 1, 2009
    
    (in years)
    
    Price
    
    Jan. 1, 2009
    
    Price$5.35
    
    
    50,500
    
    
    
    9.8
    
    
    $
    5.35
    
    
    
    
    
    
    $
    $9.70-$12.61
    
    
    80,500
    
    
    
    9.6
    
    
    
    12.09
    
    
    
    
    
    
    
    $16.35-$18.01
    
    
    1,426,233
    
    
    
    12.3
    
    
    
    16.52
    
    
    
    482,998
    
    
    
    16.56$19.37-$21.00
    
    
    315,000
    
    
    
    8.4
    
    
    
    20.35
    
    
    
    74,800
    
    
    
    21.00$24.04-$24.74
    
    
    114,866
    
    
    
    10.7
    
    
    
    24.25
    
    
    
    34,779
    
    
    
    24.27$26.76-$29.05
    
    
    38,000
    
    
    
    8.7
    
    
    
    28.87
    
    
    
    7,600
    
    
    
    28.872,025,099
    
    
    
    11.4
    
    
    $
    17.33
    
    
    
    600,177
    
    
    $
    17.71
 Non-vested Stock
 F-62




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##### Table of Contents



NATIONAL CINEMEDIA LLC
NOTES TO FINANCIAL STATEMENTS
   Weighted AverageGrant-Date FairShares
    
    ValueNon-vested as of December 27, 2007
    
    
    271,845
    
    
    $
    21.21Granted
    
    
    31,500
    
    
    
    18.97Forfeited
    
    
    (1,823
    )
    
    
    21.00Vested
    
    
    (97,904
    )
    
    
    21.12Non-vested as of January 1, 2009
    
    
    203,618
    
    
    $
    20.91
  9. EMPLOYEE BENEFIT PLANS
  10. COMMITMENTS AND CONTINGENCIES
  Operating Lease Commitments
   2009
    
    $
    2.12010
    
    
    1.82011
    
    
    1.42012
    
    
    1.32013
    
    
    1.2Thereafter
    
    
    0.1Total
    
    $
    7.9
 F-63




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##### Table of Contents



Contingent Put Obligation
  Minimum Revenue Guarantees
  F-64




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##### Table of Contents



SUPPLEMENTARY SCHEDULES REQUIRED BY THE INDENTURE FOR THE SENIOR DISCOUNT NOTES
 3 4
 S-1




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2008
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    294,566
    
    
    $
    19,121
    
    
    $
    
    
    
    $
    313,687Other current assets
    
    
    51,430
    
    
    
    28
    
    
    
    
    
    
    
    51,458Total current assets
    
    
    345,996
    
    
    
    19,149
    
    
    
    
    
    
    
    365,145THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    1,208,283
    
    
    
    
    
    
    
    
    
    
    
    1,208,283OTHER ASSETS
    
    
    1,448,272
    
    
    
    14,524
    
    
    
    (8,225
    )
    
    
    1,454,571TOTAL ASSETS
    
    $
    3,002,551
    
    
    $
    33,673
    
    
    $
    (8,225
    )
    
    $
    3,027,999LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    12,450
    
    
    $
    
    
    
    $
    
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    5,532
    
    
    
    
    
    
    
    
    
    
    
    5,532Accounts payable and accrued expenses
    
    
    213,130
    
    
    
    
    
    
    
    
    
    
    
    213,130Total current liabilities
    
    
    231,112
    
    
    
    
    
    
    
    
    
    
    
    231,112LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    1,496,012
    
    
    
    
    
    
    
    
    
    
    
    1,496,012Other long-term liabilities
    
    
    514,226
    
    
    
    
    
    
    
    
    
    
    
    514,226Total long-term liabilities
    
    
    2,010,238
    
    
    
    
    
    
    
    
    
    
    
    2,010,238COMMITMENTS AND CONTINGENCIESMINORITY INTERESTS IN SUBSIDIARIES
    
    
    12,971
    
    
    
    
    
    
    
    
    
    
    
    12,971STOCKHOLDERS EQUITY
    
    
    748,230
    
    
    
    33,673
    
    
    
    (8,225
    )
    
    
    773,678TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,002,551
    
    
    $
    33,673
    
    
    $
    (8,225
    )
    
    $
    3,027,999
  S-2




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedREVENUES
    
    $
    1,742,287
    
    
    $
    
    
    
    $
    
    
    
    $
    1,742,287COST OF OPERATIONSTheatre operating costs
    
    
    1,311,225
    
    
    
    
    
    
    
    
    
    
    
    1,311,225General and administrative expenses
    
    
    89,791
    
    
    
    9
    
    
    
    
    
    
    
    89,800Depreciation and amortization
    
    
    158,034
    
    
    
    
    
    
    
    
    
    
    
    158,034Impairment of long-lived assets
    
    
    113,532
    
    
    
    
    
    
    
    
    
    
    
    113,532Loss on sale of assets and other
    
    
    8,413
    
    
    
    75
    
    
    
    
    
    
    
    8,488Total cost of operations
    
    
    1,680,995
    
    
    
    84
    
    
    
    
    
    
    
    1,681,079OPERATING INCOME (LOSS)
    
    
    61,292
    
    
    
    (84
    )
    
    
    
    
    
    
    61,208OTHER INCOME (EXPENSE)
    
    
    (105,815
    )
    
    
    16,386
    
    
    
    
    
    
    
    (89,429
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    (44,523
    )
    
    
    16,302
    
    
    
    
    
    
    
    (28,221
    )Income taxes
    
    
    14,430
    
    
    
    6,260
    
    
    
    
    
    
    
    20,690NET INCOME (LOSS)
    
    $
    (58,953
    )
    
    $
    10,042
    
    
    $
    
    
    
    $
    (48,911
    )
  S-3




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##### Table of Contents



CINEMARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2008
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIESNet income (loss)
    
    $
    (58,953
    )
    
    $
    10,042
    
    
    $
    
    
    
    $
    (48,911
    )Adjustments to reconcile net income (loss) to cash provided by (used for) operating
activities
    
    
    307,071
    
    
    
    3,122
    
    
    
    
    
    
    
    310,193Changes in assets and liabilities
    
    
    11,114
    
    
    
    (13,326
    )
    
    
    
    
    
    
    (2,212
    )Net cash provided by (used for) operating activities
    
    
    259,232
    
    
    
    (162
    )
    
    
    
    
    
    
    259,070INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (106,109
    )
    
    
    
    
    
    
    
    
    
    
    (106,109
    )Proceeds from sale of theatre properties and equipment
    
    
    2,539
    
    
    
    
    
    
    
    
    
    
    
    2,539Increase in escrow deposits due to like-kind exchange
    
    
    (2,089
    )
    
    
    
    
    
    
    
    
    
    
    (2,089
    )Return of escrow deposits
    
    
    24,828
    
    
    
    
    
    
    
    
    
    
    
    24,828Acquisition of one U.S. theatre and two Brazil theatres
    
    
    (10,111
    )
    
    
    
    
    
    
    
    
    
    
    (10,111
    )Investment in joint venture  DCIP
    
    
    
    
    
    
    (4,000
    )
    
    
    
    
    
    
    (4,000
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash used for investing activities
    
    
    (90,942
    )
    
    
    (4,000
    )
    
    
    
    
    
    
    (94,942
    )FINANCING ACTIVITIESCapital contributions from parent to fund retirement of senior discount notes
    
    
    42,207
    
    
    
    
    
    
    
    
    
    
    
    42,207Dividends paid to parent
    
    
    (51,500
    )
    
    
    
    
    
    
    
    
    
    
    (51,500
    )Repurchase of senior discount notes
    
    
    (29,559
    )
    
    
    
    
    
    
    
    
    
    
    (29,559
    )Retirement of senior subordinated notes
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Repayments of long-term debt
    
    
    (10,430
    )
    
    
    
    
    
    
    
    
    
    
    (10,430
    )Payment on capital leases
    
    
    (4,901
    )
    
    
    
    
    
    
    
    
    
    
    (4,901
    )Termination of interest rate swap agreement
    
    
    (12,725
    )
    
    
    
    
    
    
    
    
    
    
    (12,725
    )Other
    
    
    (1,231
    )
    
    
    
    
    
    
    
    
    
    
    (1,231
    )Net cash used for financing activities
    
    
    (68,142
    )
    
    
    
    
    
    
    
    
    
    
    (68,142
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (15,701
    )
    
    
    
    
    
    
    
    
    
    
    (15,701
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    84,447
    
    
    
    (4,162
    )
    
    
    
    
    
    
    80,285Beginning of year
    
    
    210,119
    
    
    
    23,283
    
    
    
    
    
    
    
    233,402End of year
    
    $
    294,566
    
    
    $
    19,121
    
    
    $
    
    
    
    $
    313,687
  S-4




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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, INC.
 FOR FISCAL YEAR ENDED
DECEMBER 31, 2008
 E-1




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit Title2.1
    
    Stock Contribution and Exchange Agreement, dated as of
August 7, 2006, by and between Cinemark Holdings, Inc.,
Cinemark, Inc., Syufy Enterprises, LP and Century Theatres
Holdings, LLC (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K, File No. 000-47040, filed by
Cinemark USA, Inc. on August 11, 2006).2.2
    
    Contribution and Exchange Agreement, dated as of August 7,
2006, by and among Cinemark Holdings, Inc. and Lee Roy
Mitchell, The Mitchell Special Trust, Alan W. Stock,
Timothy Warner, Robert Copple, Michael Cavalier,
Northwestern University, John Madigan, Quadrangle Select
Partners LP, Quadrangle Capital Partners A LP, Madison
Dearborn Capital Partners IV, L.P., K&E Investment
Partners, LLC  2004-B-DIF, Piola Investments Ltd.,
Quadrangle (Cinemark) Capital Partners LP and Quadrangle
Capital Partners LP (incorporated by reference to Exhibit
10.3 to Current Report on Form 8-K, File No. 000-47040,
filed by Cinemark USA, Inc. on August 11, 2006).2.3
    
    Agreement and Plan of Merger dated March 12, 2004, by and
between Cinemark, Inc. and Popcorn Merger Corp.
(incorporated by reference to Exhibit 2.1 to Cinemark,
Inc.s Registration Statement on Form S-4, File No.
333-116292, filed June 8, 2004).2.4
    
    Stock Purchase Agreement dated as of March 12, 2004 by and
between Cinemark, Inc. and Madison Dearborn Capital
Partners IV, L.P. (incorporated by reference to Exhibit 2.2
to Cinemark, Inc.s Registration Statement on Form S-4,
File No. 333-116292, filed June 8, 2004).3.1
    
    Second Amended and Restated Certificate of Incorporation of
Cinemark, Inc. filed with the Delaware Secretary of State
on April 2, 2004 (incorporated by reference to Exhibit 3.1
to Cinemark, Inc.s Registration Statement on Form S-4,
File No. 333-116292, filed June 8, 2004).3.2
    
    Amended and Restated Bylaws of Cinemark, Inc. (incorporated
by reference to Exhibit 3.2 to Cinemark, Inc.s
Registration Statement on Form S-4, File No. 333-116292,
filed June 8, 2004).4.2(a)
    
    Indenture, dated as of March 31, 2004, between Cinemark,
Inc. and The Bank of New York Trust Company, N.A. governing
the 93/4% senior discount notes issued thereunder
(incorporated by reference to Exhibit 4.2(a) to Cinemark,
Inc.s Registration Statement on Form S-4, File No.
333-116292, filed June 8, 2004).4.2(b)
    
    Form of 93/4% senior discount notes (contained in the
indenture listed as Exhibit 4.2(a) above) (incorporated by
reference to Exhibit 4.2(b) to Cinemark, Inc.s
Registration Statement on Form S-4, File No. 333-116292,
filed June 8, 2004).4.3(a)
    
    Indenture, dated as of February 11, 2003, between Cinemark
USA, Inc. and The Bank of New York Trust Company of
Florida, N.A. governing the 9% senior subordinated notes
issued thereunder (incorporated by reference to Exhibit
10.2(b) to Cinemark USA, Inc.s Annual Report on Form 10-K,
File 033-47040, filed March 19, 2003).4.3(b)
    
    First Supplemental Indenture, dated as of May 7, 2003,
between Cinemark USA, Inc., the subsidiary guarantors party
thereto and The Bank of New York Trust Company of Florida,
N.A. (incorporated by reference from Exhibit 4.2(i) to
Cinemark USA, Inc.s Registration Statement on Form S-4/A,
File No. 333-104940, filed May 28, 2003).4.3(c)
    
    Second Supplemental Indenture dated as of November 11,
2004, between Cinemark USA, Inc., the subsidiary guarantors
party thereto and The Bank of New York Trust Company of
Florida, N.A. (incorporated by reference to Exhibit 4.2(c)
to Cinemark USA, Inc.s Annual Report on Form 10-K, File
No. 033-047040, filed March 28, 2005).4.3(d)
    
    Third Supplemental Indenture, dated as of October 5, 2006,
among Cinemark USA, Inc., the subsidiaries of Cinemark USA,
Inc. named therein, and The Bank of New York Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 10.7
to Current Report on Form 8-K, File No. 000-47040, filed by
Cinemark USA, Inc. on October 12, 2006).4.3(e)
    
    Fourth Supplemental Indenture, dated as of March 20, 2007,
among Cinemark USA, Inc., the subsidiaries of Cinemark USA,
Inc. named therein, and The Bank of New York Trust Company,
N.A., as trustee (incorporated by reference to Exhibit
4.1to 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).10.1(a)
    
    Management Agreement, dated December 10, 1993, between
Laredo Theatre, Ltd. and Cinemark USA, Inc. (incorporated
by reference to Exhibit 10.14(b) to Cinemark USA, Inc.s
Annual Report on Form 10-K, File No. 033-47040, filed March
31, 1994).10.1(b)
    
    First Amendment to Management Agreement of Laredo Theatre,
Ltd., effective as of December 10, 2003, between CNMK Texas
Properties, Ltd. (successor in interest to Cinemark USA,
Inc.) and Laredo Theatre Ltd. (incorporated by reference to
Exhibit 10.1(d) to Cinemark, Inc.s Registration Statement
on Form S-4, File No. 333-116292, filed June 8, 2004).10.1(c)
    
    Second Amendment to Management Agreement of Laredo
Theatres, Ltd., effective as of December 10, 2008, between
CNMK Texas Properties, L.L.C. (successor in interest to
Cinemark USA, Inc.) and Laredo Theatres, Ltd. (incorporated
by reference to Exhibit 10.1(c ) to Cinemark Holdings,
Inc.s Annual Report on Form 10-K, File No. 001-33401,
filed March 12, 2008).+10.2
    
    Amended and Restated Agreement to Participate in Profits
and Losses, dated as of March 12, 2004, between Cinemark
USA, Inc. and Alan W. Stock(incorporated by reference to
Exhibit 10.2 to Cinemark USA, Inc.s Quarterly Report on
Form 10-Q, File No. 033-47040, filed May 14, 2004).10.3
    
    License Agreement, dated December 10, 1993, between Laredo
Joint Venture and Cinemark USA, Inc. (incorporated by
reference to Exhibit 10.14(c) to Cinemark USA, Inc.s
Annual Report on Form 10-K, File No. 033-47040, filed March
31, 1994).10.4(a)
    
    Tax Sharing Agreement, between Cinemark USA, Inc. and
Cinemark International, L.L.C. (f/k/a Cinemark II, Inc. ),
dated as of June 10, 1992 (incorporated by reference to
Exhibit 10.22 to Cinemark USA, Inc.s Annual Report on Form
10-K, File No. 033-47040, filed March 31, 1993).10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between
Cinemark USA, Inc. and Cinemark Mexico (USA) (incorporated
by reference to Exhibit 10.10 to Cinemark Mexico (USA)s
Registration Statement on Form S-4, File No. 033-72114,
filed on November 24, 1993).+10.5(a)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Lee Roy Mitchell (incorporated by
reference to Exhibit 10.14(a) to Cinemark USA, Inc.s
Quarterly Report on Form 10-Q, File No. 033-47040, filed
May 14, 2004).+10.5(b)
    
    First Amendment to Employment Agreement, effective as of
December 12, 2006, by and between Cinemark, Inc. and Lee
Roy Mitchell (incorporated by reference to Exhibit 10.1 to
Cinemark, Inc.s Current Report on Form 8-K, File No.
001-31372, filed December 18, 2006).+10.5(c)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Alan Stock (incorporated by reference
to Exhibit 10.14(b) to Cinemark USA, Inc.s Quarterly
Report on Form 10-Q, File No. 033-47040, filed May 14,
2004).
 E-2




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##### Table of Contents



Number
    
    Exhibit Title+10.5(d)
    
    First Amendment to Employment Agreement, effective as of
December 12, 2006, by and between Cinemark, Inc. and Alan
W. Stock (incorporated by reference to Exhibit 10.2 to
Cinemark, Inc.s Current Report on Form 8-K, File No.
001-31372, filed December 18, 2006).+10.5(e)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Timothy Warner (incorporated by
reference to Exhibit 10.14(c) to Cinemark USA, Inc.s
Quarterly Report on Form 10-Q, File No. 033-47040, filed
May 14, 2004).+10.5(f)
    
    First Amendment to Employment Agreement, effective as of
December 12, 2006, by and between Cinemark, Inc. and
Timothy Warner (incorporated by reference to Exhibit 10.3
to Cinemark, Inc.s Current Report on Form 8-K, File No.
001-31372, filed December 18, 2006).+10.5(g)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Robert Copple (incorporated by reference
to Exhibit 10.14(d) to Cinemark USA, Inc.s Quarterly
Report on Form 10-Q, File No. 033-47040, filed May 14,
2004).+10.5(h)
    
    First Amendment to Employment Agreement, effective as of
January 25, 2007, between Cinemark, Inc. and Robert Copple
(incorporated by reference to Exhibit 10.5(j) to Cinemark
Holdings, Inc.s Registration Statement on Form S-1, File
No. 333-140390, filed February 1, 2007).+10.5(i)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Rob Carmony (incorporated by reference
to Exhibit 10.14(e) to Cinemark USA, Inc.s Quarterly
Report on Form 10-Q, File No. 033-47040, filed May 14,
2004).+10.5(j)
    
    First Amendment to Employment Agreement, effective as of
January 14, 2008, between Cinemark, Inc. and Rob Carmony
(incorporated by reference to Exhibit 10.1 to Cinemark
Holdings, Inc.s Current Report on Form 8K, File No.
001-33401, filed January 16, 2008).+10.5(k)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tandy Mitchell (incorporated by
reference to Exhibit 10.14(f) to Cinemark USA, Inc.s
Quarterly Report on Form 10-Q, File No. 033-47040, filed
May 14, 2004).+10.5(l)
    
    Termination Agreement, dated as of June 16, 2008, between
Cinemark Holdings, Inc. and Tandy Mitchell (incorporated by
reference to Exhibit 10.5 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 001-33401, filed
August 8, 2008).+10.5(m)
    
    Employment Agreement, dated as of June 16, 2008, between
Cinemark Holdings, Inc. and Alan Stock (incorporated by
reference to Exhibit 10.1 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 333-140390, filed
August 8, 2008).+10.5(n)
    
    Employment Agreement, dated as of June 16, 2008, between
Cinemark Holdings, Inc. and Timothy Warner (incorporated by
reference to Exhibit 10.2 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 333-140390, filed
August 8, 2008).+10.5(o)
    
    Employment Agreement, dated as of June 16, 2008, between
Cinemark Holdings, Inc. and Robert Copple (incorporated by
reference to Exhibit 10.3 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 333-140390, filed
August 8, 2008).+10.5(p)
    
    Employment Agreement, dated as of June 16, 2008, between
Cinemark Holdings, Inc. and Michael Cavalier (incorporated
by reference to Exhibit 10.4 to Cinemark Holdings, Inc.s
Quarterly Report on Form 10-Q, File No. 333-140390, filed
August 8, 2008).+10.5(q)
    
    Employment Agreement, dated as of December 15, 2008,
between Cinemark Holdings, Inc. and Lee Roy Mitchell
(incorporated by reference to Exhibit 10.5(q) to Cinemark
Holdings, Inc.s Annual Report on Form 10-K, File No.
333-140390, filed March 12, 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.
333-140390, filed March 12, 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.
333-140390, filed March 12, 2009).10.6(a)
    
    Credit Agreement, dated as of October 5, 2006, among
Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding,
Inc., Cinemark USA, Inc., the several banks and other
financial institutions or entities from time to time
parties to the Agreement, Lehman Brothers Inc. and Morgan
Stanley Senior Funding, Inc., as joint lead arrangers and
joint bookrunners, Morgan Stanley Senior Funding, Inc., as
syndication agent, BNP Paribas and General Electric Capital
Corporation as co-documentation agents, and Lehman
Commercial Paper Inc., as administrative agent
(incorporated by reference to Exhibit 10.5 to Current
Report on Form 8-K, File No. 000-47040, filed by Cinemark
USA, Inc. on October 12, 2006).10.6(b)
    
    First Amendment to Credit Agreement dated as of March 14,
2007 among Cinemark Holdings, Inc., Cinemark, Inc., CNMK
Holding, Inc., Cinemark USA, Inc., the several banks and
other financial institutions or entities from time to time
parties thereto, Lehman Brothers Inc. and Morgan Stanley
Senior Funding, Inc., as joint lead arrangers and joint
bookrunners, Morgan Stanley Senior Funding, Inc., as
syndication agent, BNP Paribas and General Electric Capital
Corporation, as co-documentation agents, and Lehman
Commercial Paper Inc., as administrative agent
(incorporated by reference to Exhibit 10.6(b) to Amendment
No. 1 to Cinemark Holdings, Inc.s Registration Statement
on Form S-1, File No. 333-140390, filed March 16, 2007).10.6(c)
    
    Guarantee and Collateral Agreement, dated as of October 5,
2006, among Cinemark Holdings, Inc., Cinemark, Inc., CNMK
Holding, Inc., Cinemark USA, Inc. and each subsidiary
guarantor party thereto (incorporated by reference to
Exhibit 10.6 to Current Report on Form 8-K, File No.
000-47040, filed by Cinemark USA, Inc. on October 12,
2006).10.7
    
    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).10.8
    
    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).10.9
    
    Stock Purchase Agreement, dated as of August 7, 2006, by
and among Cinemark USA, Inc, Cinemark Holdings, Inc., Syufy
Enterprises LP, Century Theatres, Inc. and Century Theatres
Holdings, LLC (incorporated by reference to Exhibit 10.1 to
current Report on Form 8-K, File No, 000-47040, filed by
Cinemark USA, Inc. on August 11, 2006).10.10
    
    Termination Agreement to Amended and Restated Agreement to
Participate in Profits and Losses, dated as of May 3, 2007
by and between Cinemark USA, Inc. and Alan W. Stock
(incorporated by reference to Exhibit 10.2 to Cinemark
Holdings, Inc.s Current Report on Form 8K, File No.
001-33401, filed May 3, 2007).*12
    
    Calculation of Ratio of Earnings to Fixed Charges.*23.1
    
    Consent of National CineMedia, LLC.*31.1
    
    Certification of Alan Stock, Chief Executive Officer.*31.2
    
    Certification of Robert Copple, Chief Financial Officer.*32.1
    
    Certification of Alan Stock, Chief Executive Officer.*32.2
    
    Certification of Robert Copple, Chief Financial Officer.
 
 *
    
    Filed herewith.+
    
    Any management contract, compensatory plan or arrangement. E-3