UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/A(Amendment No. 1)



(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                to


Commission file number 000-52003



CTC MEDIA, INC.(Exact name of registrant as specified in its charter)



Delaware(State or Other Jurisdiction of
Incorporation or Organization)

58-1869211(I.R.S Employer Identification No.)Pravda Street, 15A
125124 Moscow, Russia(Address of Principal Executive Offices)

(Zip Code)


Registrant's
telephone number, including area code:+7-495-785-6333



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

Title of each class

Name of each exchange on which registeredCommon Stock, $.01 par value per share

The NASDAQ Global Select Market


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



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes o
No ý

The aggregate market value of the voting stock held by non-affiliates as of June 30, 2008 (the last business day of the registrant's most
recently completed second fiscal quarter), based on the closing price of the common stock on the NASDAQ Global Market on such date, was $1,297,054,769. The registrant has no non-voting
stock.

There
were 152,155,213 shares of common stock, $.01 par value per share, of the registrant outstanding as of February 24, 2009.



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EXPLANATORY NOTE

CTC Media, Inc. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, originally filed with the Securities and Exchange Commission on March 2, 2009, in order to correct the following typographical
errors:



This
Amendment No. 1 amends the typographical errors in Items 7 and 8 described above. All other items and exhibits contained in the Annual Report on
Form 10-K as filed on March 2, 2009 remain unchanged. In accordance with Exchange Act Rule 12b-15, new certifications of the Company's Chief Executive
Officer and Chief Financial Officer are also being filed.
This Amendment No. 1 does not reflect facts or events occurring after the original file date of March 2, 2009 nor modify (except as set forth above) or update the disclosures in any way.



1

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The table set forth below replaces in its entirety the table captioned "Consolidated statement of income data" set forth in
Item 7 on page 50 of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 2, 2009.



Year ended December 31,2006

2007

2008Revenues:Advertising


96.4
%

95.9
%

97.4
%Sublicensing and other


3.6


4.1


2.6Total operating revenues


100.0


100.0


100.0Expenses:Direct operating expenses (exclusive of depreciation and amortization)


(4.3
)

(4.0
)

(5.3
)Selling, general and administrative (exclusive of depreciation and amortization)


(15.2
)

(14.8
)

(15.2
)Amortization of programming rights


(31.8
)

(32.5
)

(34.5
)Amortization of sublicensing rights


(1.8
)

(2.0
)

(1.3
)Depreciation and amortization (exclusive of amortization of programming rights)


(5.3
)

(5.8
)

(2.1
)Impairment loss








(36.3
)Total operating expenses


(58.4
)

(59.1
)

(94.7
)Operating income


41.6


40.9


5.3Foreign currency gains (losses)


0.4





(4.5
)Interest income


0.9


2.3


1.0Interest expense


(0.5
)




(1.5
)Gains on sale of businesses


0.3


0.2


Other non-operating (losses) income, net


(0.1
)

0.3


0.1Equity in income of investee companies


0.6


(0.3
)

0.2Income before income tax and minority interest


43.2


43.4


0.7Income tax expense


(13.2
)

(13.4
)

(3.1
)(Income) loss attributable to minority interest


(1.3
)

(1.2
)

5.9Net income


28.7
%

28.8
%

3.5
%


2

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Item 8.    Financial Statements and Supplementary Data.

The Consolidated Statements of Cash Flows set forth on the following page replaces in its entirety the Consolidated Statements of Cash
Flows in Item 8 on page F-5 of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 2, 2009.

3

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CTC MEDIA, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands of US dollars)

Year ended December 31,2006

2007

2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income


106,325


135,913


22,454Adjustments to reconcile net income to net cash provided by operating activities:Deferred tax benefit


(9,615
)

(14,699
)

(66,142
)Depreciation and amortization


19,651


27,361


13,379Amortization of programming rights


118,026


153,531


220,557Amortization of sublicensing rights


6,773


9,629


8,443Stock-based compensation expense


7,155


13,694


16,083Gain on disposal of property and equipment


(174
)

(662
)

Gain on sale of businesses


(919
)

(747
)

Equity in (income) loss of unconsolidated investees


(1,896
)

1,195


(1,511
)Income (loss) attributable to minority interest


4,918


5,842


(37,934
)Foreign currency (gains) losses


(1,579
)

(151
)

28,861Impairment loss








232,683Changes in operating assets and liabilities:Trade accounts receivable


(1,068
)

124


(26,692
)Prepayments


716


3,025


(14,366
)Other assets


(2,153
)

(2,330
)

8,503Accounts payable and accrued liabilities


(1,138
)

2,049


863Deferred revenue


2,732


(3,537
)

4,036Other liabilities


1,942


2,161


20,986Dividends received from equity investees


713


2,427


1,421Acquisition of programming and sublicensing rights


(133,625
)

(176,802
)

(245,684
)Net cash provided by operating activities


116,784


158,023


185,937CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions of property and equipment


(3,650
)

(5,076
)

(4,804
)Acquisitions of intangibles


(224
)

(564
)

(5,261
)Acquisitions of businesses, net of cash acquired


(21,897
)

(34,833
)

(408,967
)Proceeds from sale of businesses, net of cash disposed


1,482


827


Proceeds from sale of property and equipment


673


2,055


Other


12





Net cash used in investing activities


(23,604
)

(37,591
)

(419,032
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuances of common stock


105,041





Common stock issuance costs


(394
)




Proceeds from exercise of stock options


5,855


6,582


1,849Proceeds from loans


19,000





135,000Repayments of loans


(60,384
)




(110,193
)Decrease in restricted cash


(12
)

(60
)

(30
)Dividends paid to minority interest


(3,750
)

(5,789
)

(6,031
)Net cash provided by financing activities


65,356


733


20,595EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS


2,706


9,366


3,482Net increase (decrease) in cash and cash equivalents


161,242


130,531


(209,018
)CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


15,300


176,542


307,073CASH AND CASH EQUIVALENTS AT END OF YEAR


176,542


307,073


98,055SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid


1,948





16,508Income tax paid


57,896


75,296


93,159


The accompanying notes are an integral part of these financial statements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

CTC MEDIA, INC.By:

/s/ ANTON KUDRYASHOV Anton Kudryashov Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the
date indicated.

Signature

Title

Date/s/ ANTON KUDRYASHOV Anton Kudryashov

Chief Executive Officer
(Principal Executive Officer)

March 27, 2009/s/ BORIS PODOLSKY Boris Podolsky

Chief Financial Officer
(Principal Financial Officer)

March 27, 2009/s/ ANNA POUTKO Anna Poutko

Chief Accounting Officer
(Principal Accounting Officer)

March 27, 2009* Hans-Holger Albrecht

Co-Chairman of the Board of Directors

March 27, 2009* Peter Aven

Co-Chairman of the Board of Directors

March 27, 2009* Charles Burdick

Director

March 27, 2009* Alexander Rodnyansky

Director

March 27, 2009* Elena Grechina

Director

March 27, 2009


5

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Signature

Title

Date* Tamjid Basunia

Director

March 27, 2009* Werner Klatten

Director

March 27, 2009* Oleg Sysuev

Director

March 27, 2009* Kaj Gradevik

Director

March 27, 2009* Irina Gofman

Director

March 27, 2009


*By:

/s/ ANNA POUTKO Anna Poutko Attorney-in-Fact


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