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Cineplex Entertainment Limited PartnershipTable of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2015Commission File Number 001-33401CINEMARK HOLDINGS, INC.(Exact Name of Registrant as Specified in its Charter) Delaware 20-5490327(State or other jurisdictionof incorporation or organization) (I.R.S. EmployerIdentification No.)3900 Dallas ParkwaySuite 500Plano, Texas 75093(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (972) 665-1000Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Stock, par value $0.001 per share New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨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 ¨ No þIndicate 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 1934during 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 filingrequirements for the past 90 days. Yes þ No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and willnot 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 orany amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þThe aggregate market value of the voting and non-voting common equity owned by non-affiliates of the registrant on June 30, 2015, computed by referenceto the closing price for the registrant’s common stock on the New York Stock Exchange on such date was approximately $4,226,626,904 (105,218,494 sharesat a closing price per share of $40.17).As of February 19, 2016, 115,923,909 shares of common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCECertain portions of the registrant’s definitive proxy statement, in connection with its 2016 annual meeting of stockholders, to be filed within 120 days ofDecember 31, 2015, are incorporated by reference into Part III, Items 10-14, of this annual report on Form 10-K. Table of ContentsTable of Contents Page Cautionary Statement Regarding Forward-Looking Statements 1 PART I Item 1. Business 2 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 21 Item 2. Properties 21 Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. Selected Financial Data 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8. Financial Statements and Supplementary Data 47 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 47 Item 9A. Controls and Procedures 47 Item 9B. Other Information 48 PART III Item 10. Directors, Executive Officers and Corporate Governance 50 Item 11. Executive Compensation 50 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50 Item 13. Certain Relationships and Related Transactions, and Director Independence 50 Item 14. Principal Accounting Fees and Services 50 PART IV Item 15. Exhibits, Financial Statement Schedules 50 SIGNATURES 51 Table of ContentsCautionary Statement Regarding Forward-Looking StatementsThis annual report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The “forward looking statements” include our currentexpectations, assumptions, estimates and projections about our business and our industry. They include statements relating to: • 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.You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,”“anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements.These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control anddifficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluatingforward-looking statements, you should carefully consider the risks and uncertainties described in the “Risk Factors” section in Item 1A of this Form 10-Kand elsewhere in this Form 10-K. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety bythe cautionary statements and risk factors contained in this Form 10-K. Forward-looking statements contained in this Form 10-K reflect our view only as ofthe date of this Form 10-K. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise.Certain DefinitionsUnless the context otherwise requires, all references to “we,” “our,” “us,” the “issuer” or “Cinemark” relate to Cinemark Holdings, Inc. and itsconsolidated subsidiaries. All references to Latin America are to Brazil, Mexico (sold during November 2013), Argentina, Chile, Colombia, Peru, Ecuador,Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curacao. Unless otherwise specified, all operating and other statistical dataare as of and for the year ended December 31, 2015. 1 Table of ContentsPART IItem 1. BusinessOur CompanyCinemark Holdings, Inc. and subsidiaries, or the Company, us or our, is a leader in the motion picture exhibition industry, with theatres in the UnitedStates, or U.S., Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curacao.As of December 31, 2015, we managed our business under two reportable operating segments: U.S. markets and international markets. See Note 20 tothe consolidated financial statements.Cinemark Holdings, Inc. is a Delaware corporation incorporated on August 2, 2006. Our principal executive offices are at 3900 Dallas Parkway, Suite500, Plano, Texas 75093. Our telephone number is (972) 665-1000. We maintain a corporate website at www.cinemark.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)of the Securities Exchange Act of 1934, or the Exchange Act, are available on our website free of charge under the heading “About — InvestorRelations — Financials — SEC Filings” as soon as practicable after such reports are filed or furnished electronically to the Securities and ExchangeCommission, or the SEC. Additionally, all of our filings with the SEC can be accessed on the SEC’s website at http://www.sec.gov.Description of BusinessWe are one of the leaders in the motion picture exhibition industry. As of December 31, 2015, we operated 513 theatres and 5,796 screens in the U.S.and Latin America and approximately 280 million patrons attended our theatres worldwide during the year ended December 31, 2015. We are one of the mostgeographically diverse worldwide exhibitors, with theatres in fifteen countries as of December 31, 2015. As of December 31, 2015, our U.S. circuit had 337theatres and 4,518 screens in 41 states and our international circuit had 176 theatres and 1,278 screens.Revenues, operating income and net income attributable to Cinemark Holdings, Inc. for the year ended December 31, 2015, were $2,852.6 million,$423.2 million and $216.9 million, respectively. At December 31, 2015 we had cash and cash equivalents of $588.5 million and total long-term debt of$1,814.6 million. Approximately $579.0 million, or 32%, of our long-term debt accrues interest at variable rates and approximately $8.4 million of our long-term debt matures in 2016.We selectively build or acquire new theatres in markets where we can establish and maintain a strong market position. During the year endedDecember 31, 2015, we built 22 new theatres with 182 screens and acquired three theatres with 19 screens.We believe our portfolio of modern high-quality theatres with multiple platforms provides a preferred destination for moviegoers and contributes toour solid and consistent cash flows from operating activities. Our significant and diverse presence in the U.S. and Latin America has made us an importantdistribution channel for movie studios, particularly considering the expanding worldwide box office.We continue to develop and expand new platforms and market adaptive concepts for our theatre circuit, such as XD, Movie Bistro, Cinemark Reserve,Luxury Lounger reclining seats, D-BOX seating, CinèArts and other premium concepts.Our XD screens represent the largest private label premium large format footprint in the industry. Our XD auditorium offers a premium experienceutilizing the latest in digital projection and enhanced custom sound, 2 Table of Contentsincluding a Barco Auro 11.1 sound system or Dolby Atmos in select locations. The XD experience includes wall-to-wall and ceiling-to-floor screens, wrap-around sound, plush seating and a maximum comfort entertainment environment for an immersive experience. The exceptional XD technology does notrequire special format movie prints, which allows us the flexibility to play any available digital print we choose, including 3-D content, in the XD auditoriumwithout any print enhancements required. As of December 31, 2015, we had 210 XD auditoriums in our worldwide circuit with plans to install 15 to 20 moreXD auditoriums during 2016.The Movie Bistro locations offer in-theatre dining with expanded food offerings, such as fresh wraps, hot sandwiches, burgers, and gourmet pizzas, anda selection of beers, wines, and frozen cocktails, all of which can be enjoyed in the comfort of the auditoriums. We currently have three domestic theatres andone international theatre with the bistro concept and we plan to expand this premium concept to two new domestic locations during 2016.During 2014, we opened our first Cinemark Reserve theatre in the U.S., which features a VIP area with luxury recliner seating and other amenities,along with a wide variety of food and beverage products. We opened our second Cinemark Reserve theatre in the U.S. during 2015. We have a similar VIPconcept offering recliner seating in five other domestic locations and in 22 of our international theatres, referred to locally as either Cinemark Premiere orCinemark Prime. We plan to continue to incorporate this concept in four of our new domestic and international theatres and convert three of our existinglocations during 2016.We have incorporated Luxury Lounger reclining seats in the majority of our new domestic builds and have also repositioned some of our existingdomestic theatres to offer this premium seating feature. We currently feature Luxury Loungers in 29 of our domestic theatres, representing 397 screens. Weplan to offer the Luxury Loungers in approximately 20% of our domestic circuit by the end of 2016.We currently have auditoriums throughout our worldwide circuit that offer seats with immersive cinematic motion, called D-BOX. These seats areprogrammed in harmony with the audio and video content of the film and makes the viewer feel as if they are part of the movie itself. We offer D-BOX seatingin 96 auditoriums throughout our worldwide circuit. We expect to add D-BOX seating to 40 locations during 2016.Our CinèArts locations provide moviegoers with the best selection of art and independent cinema in a captivating, unique environment and has set theindustry standard for providing distinct, acclaimed and award-winning films. We currently have 14 domestic theatres that are dedicated to art andindependent content and 57 of our other domestic theatres also offer art and independent films on a limited basis.Motion Picture Exhibition Industry OverviewTechnology PlatformThe motion picture exhibition industry began its conversion to digital projection technology during 2009. Digital projection technology allowsfilmmakers the ability to showcase imaginative works of art exactly as they were intended, with incredible realism and detail. A digitally produced ordigitally converted movie can be distributed to theatres via satellite, physical media, or fiber optic networks. The digitized movie is stored on acomputer/server which “serves” it to a digital projector for each screening of the movie. This format enables us to more efficiently move titles betweenauditoriums within a theatre to appropriately address demand for each title.Currently, all of our first-run domestic and international theatres are fully digital. Digital projection allows us to present 3-D content and alternativeentertainment such as live and pre-recorded sports programs, concert events, the Metropolitan Opera, gaming events and other special presentations. Three-dimensional technology offers a premium experience with crisp, bright, ultra-realistic images. According to Motion Picture Association of America, orMPAA, approximately 17% and 13% of domestic box office for 2013 and 2014, respectively, was generated by 3-D tickets. 3 Table of ContentsDuring 2013, through a joint venture named Digital Cinema Distribution Coalition, or DCDC, the motion picture exhibition industry developed acontent delivery network that allows for delivery of all digital content to U.S. theatres via satellite. Delivery of content via satellite reduces filmtransportation costs for both distributors and exhibitors, as a portion of the costs to produce and ship hard drives has been eliminated.We have started to expand satellite delivery technology into some of our Latin American markets, initially for live event presentations.Approximately 59 of our international theatres have capabilities to receive live event feeds via satellite, with some of these locations also able to receivefilm content via satellite.Domestic MarketsThe U.S. motion picture exhibition industry set an all-time box office record during 2015 with an estimated $11.1 billion in revenues. Thisrepresents an increase of approximately 7% over 2014 and an increase of 2% over box office revenues for the previous record set during 2013. Thefollowing table represents the results of a survey by MPAA published during March 2015, outlining the historical trends in U.S. box office performancefor the ten year period from 2005 to 2014 (industry data for 2015 has not yet been released): Year U.S. BoxOffice Revenues($ in billions) Attendance(in billions) Average TicketPrice2005 $8.8 1.38 $6.412006 $9.2 1.40 $6.552007 $9.6 1.40 $6.882008 $9.6 1.34 $7.182009 $10.6 1.42 $7.502010 $10.6 1.34 $7.892011 $10.2 1.28 $7.932012 $10.8 1.36 $7.962013 $10.9 1.34 $8.132014 $10.4 1.27 $8.17Films leading the box office during the year ended December 31, 2015 included Star Wars: The Force Awakens, Jurassic World, Avengers: Age ofUltron, Hunger Games: Mockingjay Part II, Furious 7, American Sniper, 50 Shades of Grey, Inside Out, Minions, Spectre and Mission: Impossible 5,among other films.Films scheduled for release during 2016 include well-known franchise films such as Captain America: Civil War, Batman V Superman: Dawn OfJustice, Finding Dory, Star Trek Beyond, and X-Men: Apocalypse; action films such as Deadpool; family films such as The Secret Life Of Pets, Zootopia,Alice Through The Looking Glass, and Sing; and spin-off films such as Rogue One: A Star Wars Story and the Harry Potter spin-off Fantastic Beasts AndWhere To Find Them, among other films.International MarketsAccording to MPAA, international box office revenues were $26.0 billion for the year ended December 31, 2014, representing a 4% increase over2013. International box office growth is a result of strong economies, ticket price increases and new theatre construction. According to MPAA, LatinAmerican box office revenues were $3.0 billion for the year ended December 31, 2014, consistent with 2013 performance.Growth in Latin America continues to be fueled by a combination of growing populations, attractive demographics (i.e., a significant teenagepopulation), continued retail development, and quality product from Hollywood, including 3-D and alternative content offerings. In many LatinAmerican countries, including Brazil, 4 Table of ContentsArgentina, Colombia, Peru and Chile, successful local film product can also provide incremental box office growth opportunities.We believe many international markets will continue to experience growth as new theatre technologies and platforms are introduced, as film and otherproduct offerings continue to expand and as ancillary revenue opportunities grow.Drivers of Continued Industry SuccessWe believe the following market trends will drive the continued strength of our industry:Importance of Theatrical Success in Establishing Movie Brands. Theatrical exhibition has long been the primary distribution channel for new motionpicture releases. A successful theatrical release “brands” a film and is one of the major contributors to a film’s success in “downstream” markets, such asdigital downloads, video on-demand, pay-per-view television, DVDs, and network and syndicated television.Increased Importance of International Markets for Box Office Success. International markets continue to be an increasingly important component ofthe overall box office revenues generated by Hollywood films, accounting for $26.0 billion, or approximately 72%, of 2014 total worldwide box officerevenues according to MPAA. (As of the date of this report, 2015 industry data was not yet available.) With the continued growth of the international motionpicture exhibition industry, we believe the relative contribution of markets outside North America will become even more significant. Many of the top U.S.films released during 2015 also performed exceptionally well in international markets. Such films included Furious 7, which grossed approximately $1,162.0million in international markets, or approximately 77% of its worldwide box office, Avengers: Age of Ultron, which grossed approximately $946.0 million ininternational markets, or approximately 67% of its worldwide box office, and Jurassic World, which grossed approximately $1,014.0 million in internationalmarkets, or approximately 61% of its worldwide box office.Stable Box Office Levels. Over the past ten years, industry statistics have shown slight increases and decreases in attendance from one year to another,however domestic box office revenues have remained relatively stable during this period. The industry has not experienced highly volatile results, evenduring recessionary periods, demonstrating the stability of the industry and its continued ability to attract consumers.Convenient and Affordable Form of Out-Of-Home Entertainment. Movie going continues to be one of the most convenient and affordable forms ofout-of-home entertainment, with an estimated average ticket price in the U.S. of $8.17 in 2014. Average prices in 2014 for other forms of out-of-homeentertainment in the U.S., including sporting events and theme parks, ranged from approximately $28.00 to $84.00 per ticket according to MPAA. (As of thedate of this report, 2015 industry data was not available.)Innovation Using Digital and Satellite Technology. Our industry began converting to digital projection technology during 2009. Our domestic circuitalso converted to satellite technology during 2014 and our international circuit has started to implement satellite technology as a means to receive film andother content. Digital projection combined with satellite delivery allows exhibitors to expand their product offerings, including the presentation of 3-Dcontent and alternative entertainment. Alternative entertainment may include pre-recorded programs as well as live sports programs, concert events, theMetropolitan Opera, e-sports gaming events and other special presentations. New and enhanced programming alternatives expands the industry’s offerings toattract a broader customer base.Introduction of New Platforms and Product Offerings. The motion picture exhibition industry continues to develop new movie theatre platforms andconcepts to respond to varying and changing consumer preferences. In addition to changing the overall style of, and amenities offered in some theatres,concession product offerings 5 Table of Contentshave continued to expand to more than just traditional popcorn and candy items. Some locations now offer hot foods, adult beverages and/or healthier snackoptions for patrons.Competitive StrengthsWe believe the following strengths allow us to compete effectively:Experienced Management. Led by Chairman and founder Lee Roy Mitchell, Chief Executive Officer Mark Zoradi, Chief Financial Officer SeanGamble, President and Chief Operating Officer Robert Copple and President-International Valmir Fernandes, our operational management team has manyyears of industry experience. Each of our international offices is led by general managers that are local citizens familiar with cultural, political and economicfactors impacting each country. Our worldwide management team has successfully navigated us through many industry and economic cycles.Disciplined Operating Philosophy. We generated operating income and net income attributable to Cinemark Holdings, Inc. of $423.2 million and$216.9 million, respectively, for the year ended December 31, 2015. Our solid operating performance is a result of our disciplined operating philosophy thatcenters on building high-quality theatres, while maintaining favorable theatre-level economics, controlling operating costs and effectively reacting toeconomic and market changes.Leading Position in Our U.S. Markets. We have a leading market share in most of the U.S. markets we serve, which includes a presence in 41 states. Forthe year ended December 31, 2015, we ranked either first or second, based on box office revenues, in 22 out of our top 30 U.S. markets, including the SanFrancisco Bay Area, Dallas, Houston, Salt Lake City, Sacramento, Cleveland and Austin.Located in Top Latin American Markets. We have continued to invest throughout Latin America. As of December 31, 2015, we operated 176 theatresand 1,278 screens in 14 countries. Our international screens generated revenues of $728.7 million, or 25.5% of our total revenues, for the year endedDecember 31, 2015. We have successfully established a significant presence in major cities in the region, with theatres in thirteen of the fifteen largestmetropolitan areas in South America. We are the largest exhibitor in Brazil and Argentina. Our geographic diversity makes us an important distributionchannel for the movie studios.State-of-the-Art Theatre Circuit. We offer state-of-the-art theatres, which we believe makes our theatres a preferred destination for moviegoers in ourmarkets. During 2015, we built 182 new screens worldwide. We currently have commitments to open 184 additional new screens over the next three years.We have installed digital projection technology in all of our worldwide auditoriums. Currently, approximately 55% of our U.S. screens and 65% of ourinternational screens are 3-D compatible. We currently have 14 digital IMAX screens. As of December 31, 2015, we had the industry-leading private labelpremium large format circuit with 210 XD auditoriums in our theatres. We have plans to install 15 to 20 additional XD auditoriums during 2016. We alsocontinue to develop new market-adaptive theatre concepts in various markets. We believe we offer the brightest picture in the industry, with our Doremiservers and Barco digital projectors, and custom surround sound in our auditoriums. We have also established a centralized theatre support center thatmonitors and responds to projection performance and theatre network connectivity issues across our worldwide circuit on real-time basis.Disciplined and Targeted Growth Strategy. We continue to grow organically as well as through the acquisition of high-quality theatres in selectmarkets. Our growth strategy has centered around achieving a target return on investment while also complementing our existing theatre circuit. We continueto generate significant cash flows from operating activities, which demonstrates the success of our growth strategy. We believe a combination of our strongbalance sheet and our expected level of cash flows will continue to provide us with the financial flexibility to pursue further growth opportunities, while alsoallowing us to efficiently service our debt obligations and continue to offer our stockholders a strong dividend yield under our current dividend policy. 6 Table of ContentsOur StrategyWe believe our disciplined operating philosophy and experienced operational management team will enable us to continue to enhance our leadingposition in the motion picture exhibition industry. Key components of our strategy include:Focus on Operational Excellence and Customer Satisfaction. We continue to focus on achieving operational excellence by controlling theatreoperating costs and training and motivating our staff all while focusing on making each of our customer’s experiences memorable. We strive for first-ratecustomer service and focus on driving attendance. Our consistent industry-leading margins reflect our ability to deliver the highest quality presentation toour patrons while also managing changes in product and consumer preferences.Growth in Existing and New Markets. We continue to seek growth opportunities by building or acquiring high-quality theatres that meet our strategic,financial and demographic criteria. We added 25 new theatres with 201 screens to our worldwide circuit during the year ended December 31, 2015. We alsomonitor economic and market trends to ensure our existing theatres offer a broad range of products, prices and platforms that satisfy our patrons and todevelop new concepts to adapt to changes in preferences. During 2014, we acquired one theatre in Alabama, a new state for us and we opened our first theatrein Bolivia. During 2015, we opened our first theatre in Curacao, adding another new country to our diverse circuit. We have plans to open a theatre inParaguay, another new country, in 2016.Commitment to Technological and Product Innovation. Our commitment to technological innovation has resulted in us being 100% digital in ourworldwide circuit as of December 31, 2015. In the U.S., 100% of our projectors are networked with satellite infrastructure and our Latin American theatres willbe 100% capable by the end of 2016. We continue to expand our worldwide XD auditorium footprint. We are also committed to developing and expandingour new market-adaptive theatres. With our technological innovations, we have broadened the range of entertainment options offered at our theatres byexpanding content to include concert events, e-sports gaming events and other special presentations. Approximately 57% of our worldwide screens are 3-Dcompatible. We are also committed to developing and expanding our market-adaptive concepts. Our concession and food offerings are progressing toselectively include upscale options, hot prepared food, offerings tailored to local demographics, alcoholic beverages, and healthy snack alternatives inaddition to our more standard concession products. Theatre amenities we provide to our customers may include our private-label premium large format XDscreens, Luxury Lounger reclining seats, VIP lounge areas, reserved seating, and seats with cinematic motion.Sustained Investment in Existing Circuit. While we continue to grow our theatre circuit with new builds and acquisitions, we also remain committed toinvesting in our existing theatres to ensure they provide our customers with a comfortable, high-quality entertainment experience. We spent approximately$140 million and $199 million on capital expenditures for existing theatres during the years ended December 31, 2014 and 2015, respectively. Our effortsduring 2015 included remodeling some of our existing theatres to include reclining seats and expanded concession offerings, the purchase of our corporateheadquarters building in Plano, TX and routine improvements to ensure our theatres offer the highest quality guest experience. 7 Table of ContentsTheatre OperationsAs of December 31, 2015, we operated 513 theatres and 5,796 screens in 41 U.S. states and 14 Latin American countries. The following tablessummarize the geographic locations of our theatre circuit as of December 31, 2015.United States Theatres State TotalTheatres TotalScreens Texas 87 1,136 California 67 837 Ohio 29 365 Utah 16 209 Nevada 10 154 Colorado 9 136 Pennsylvania 9 125 Kentucky 9 119 Illinois 8 118 Florida 6 110 Oregon 6 90 Arizona 6 90 Louisiana 5 74 Virginia 5 70 Oklahoma 5 65 Connecticut 4 58 Washington 4 55 New Mexico 4 54 Indiana 4 40 Iowa 3 50 Michigan 3 50 Massachusetts 3 46 Arkansas 3 44 Mississippi 3 41 South Carolina 3 34 North Carolina 3 31 Maryland 2 39 New Jersey 2 28 Georgia 2 27 New York 2 27 South Dakota 2 26 Montana 2 25 West Virginia 2 22 Delaware 2 22 Kansas 1 20 Alaska 1 16 Missouri 1 15 Tennessee 1 14 Wisconsin 1 14 Alabama 1 14 Minnesota 1 8 Total 337 4,518 8 Table of ContentsInternational Theatres Country TotalTheatres TotalScreens Brazil 74 568 Colombia 29 151 Argentina 20 179 Central America 17 124 Chile 16 114 Peru 12 84 Ecuador 7 45 Bolivia 1 13 Total 176 1,278 Includes Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala and Curacao.We first entered Latin America when we opened a theatre in Chile in 1993. Since then, through our focused international growth strategy, we havedeveloped the most geographically diverse theatre circuit in the region. We have balanced our risk through a diversified international portfolio, whichincludes theatres in thirteen of the fifteen largest metropolitan areas in South America. We have established significant presence in Brazil and Argentina,where we are the largest exhibitor, with 568 and 179 screens, respectively, as of December 31, 2015.We believe that certain markets within Latin America continue to be underserved as penetration of movie screens per capita in these markets issubstantially lower than in the U.S. and European markets. We intend to continue to build and expand our presence in international markets, with emphasison Latin America, and fund our expansion primarily with cash flow generated in those markets. We are able to mitigate cash flow exposure to currencyfluctuations by transacting local operating expenses primarily in their respective local currencies. Our geographic diversity throughout Latin America hasallowed us to maintain consistent local currency revenue growth, notwithstanding currency and economic fluctuations that may affect any particular market.Content and Film LicensingWe offer a variety of content at our theatres. We monitor upcoming films and related events and work with film distributors to license the content thatwe believe will be most successful in our theatres. We play mainstream films from many different genres, such as animated films, family films, dramas,comedies, horror and action films. We offer content in both 2-D and 3-D formats in all of our theatres, and in select locations, we also offer a D-BOX format.The D-BOX format features moving seats and added sensory features in addition to the ultra-realistic images of 3-D technology.We also regularly play art and independent films at many of our U.S. theatres and offer local film product in our international markets, providing avariety of film choices to our patrons. Bringing art and independent films to our theatres allows us to benefit from the growth in the art and independentmarket driven by the increased interest in art, foreign and documentary films.We have also established a Classic Series at a majority of our U.S. theatres and some of our international theatres, which involves playing digitally re-mastered classic movies that change on a weekly basis. The program covers many genres of classic films that are generally exhibited during non-peak times.During December 2013, we formed a joint venture, named AC JV, LLC, with Regal Entertainment Group, or Regal, and AMC Entertainment, Inc., orAMC, which then purchased the Fathom event business from National CineMedia, LLC. The Fathom event business generally focuses on the marketing anddistribution of live and pre-recorded entertainment programming to movie theatres to augment theatres’ feature film schedules. 9(1)(1) Table of ContentsAC JV, LLC will continue to bring alternative events to our theatres, including the Metropolitan Opera, sports programs, concert events, e-sports gamingevents and other special presentations, that may be live or pre-recorded. We, along with AC JV, LLC, continue to identify new ways to utilize our theatreplatform to provide entertainment to consumers.In the domestic marketplace, our corporate film department negotiates with film distributors to license films for each of our domestic theatres. The filmdistributors are responsible for determining film release dates and film marketing campaigns and the related expenditures. We are responsible for booking thefilms in film licensing zones, which are either free film licensing zones or competitive film licensing zones. In free film licensing zones, movies can bebooked without regard to the film bookings of other exhibitors within that area. In competitive film licensing zones, the distributor allocates its moviesgenerally based on demographics, the conditions, capacity and grossing potential of each theatre, and the terms of exhibition. We are generally able to bookfilms without regard to the film bookings of other exhibitors at approximately 93% of our domestic theatres. We face competition from other exhibitors andother forms of entertainment, as discussed under Competition below, in both our free and competitive film licensing zones.In each of our international offices, our local film personnel negotiate with local offices of major film distributors as well as local film distributors tolicense films for our international theatres. In the international marketplace, films are not allocated based on film licensing zones, but played by competitivetheatres simultaneously. Our theatre personnel focus on providing excellent customer service, and we provide a high-quality facility with the most up-to-datesound systems, comfortable seating and other amenities preferred by our patrons, which we believe gives us a competitive advantage in markets wherecompeting theatres play the same films.In both our domestic and international locations, we pay film rental fees based on a film’s box office receipts at each of our theatres. Film rental ratesare negotiated based on either a firm terms formula under which we pay a negotiated rate as determined prior to a film’s run; a sliding scale formula underwhich the rate is based on a standard rate matrix that is established prior to a film’s run; or a rate that is negotiated after a film’s run.Food and BeverageConcession sales are our second largest revenue source, representing approximately 33% of total revenues. Concession sales have a much highermargin than admissions sales. We have devoted considerable management effort to increasing concession sales by expanding our offerings and adapting toour customers’ changing preferences, as discussed below.Concession Product Mix. Common concession products offered at all of our theatres include various sizes and types of popcorn, soft drinks, coffees,juice blends, candy and quickly-prepared or pre-prepared food, such as hot dogs, pizza, pretzel bites, nachos and ice cream. Other varieties and flavorsof candy, snacks and drinks are offered at theatres based on preferences in that particular market. We have recently introduced some healthier snack andbeverage options for our patrons, which are available at some locations, and also offer a variety of alcoholic beverages in some locations.Through our Movie Bistro, Cinemark Reserve and Cinemark Premier concepts, we have expanded concession product offerings to include more foodand drink options, such as fresh wraps, hot sandwiches, burgers, and gourmet pizzas, and a selection of beers, wines, and frozen cocktails, all of whichcan be enjoyed in the comfort of the auditoriums. We also have lobby bars and VIP lounges in certain domestic and international theatres.Our point of sale system allows us to monitor product sales and make changes to product mix when necessary, which also allows us to quickly takeadvantage of national as well as regional product launches and promotions.Pricing. New products and promotions are introduced on a regular basis to increase concession purchases as well as to attract new buyers. We offerspecially-priced product combinations at many of our theatres. We 10 Table of Contentsperiodically offer discounts to our patrons on certain products by offering weekly coupons as well as reusable popcorn tubs and soft drink cups that canbe refilled at a discounted price. In certain international countries, we offer a loyalty benefit program to frequent patrons.Staff Training. Employees are continually trained in proper sales techniques. Consumer promotions usually include a motivational element thatrewards theatre staff for exceptional sales of certain promotional items.Theatre Design. Our theatres are designed to optimize efficiencies at the concession stands, which include multiple service stations throughout atheatre to facilitate serving patrons in an expedited manner. We strategically place large concession stands within theatres to heighten visibility,reduce the length of concession lines, and improve traffic flow around the concession stands. We have self-service cafeteria-style concession areas inmany of our domestic theatres, which allow customers to select their own refreshments and proceed to the cash register when they are ready. Thisdesign allows for efficient service, enhanced choices, impulse purchases and superior visibility of concession items. In some of our internationallocations, we allow patrons to pre-order concession items, either online or at a kiosk, and pick them up in a dedicated line at the concession counter.Cost Control. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain volume discounts andnegotiate rebates. Concession supplies are generally distributed through a distribution network. The concession distributor delivers inventory to thetheatres, which place orders directly with the vendors to replenish stock. We conduct a weekly inventory of concession products at every theatre toensure proper stock levels are maintained to appropriately serve our customers.Pre-Feature Screen AdvertisingIn our domestic markets, our theatres are part of the in-theatre digital network operated by National CineMedia, LLC, or NCM. NCM providesadvertising to our theatres through its branded “First Look” pre-feature entertainment program and also handles lobby promotions and displays for ourtheatres. We believe that the reach, scope and digital delivery capability of NCM’s network provides an effective platform for national, regional and localadvertisers to reach an engaged audience. We receive a monthly theatre access fee for participation in the NCM network and also earn screen advertisingrevenue on a per patron basis. As of December 31, 2015, we had an approximate 19% ownership interest in NCM. See Note 6 to the consolidated financialstatements for further discussion of our investment in NCM.In our international markets, during 2011, our wholly-owned subsidiary Flix Media Publicidade E Entretenimento, Ltda., or Flix Media, beganhandling all of our screen advertising functions in Brazil. Our Flix Media marketing personnel work with local agencies and advertisers to coordinate screenadvertising in our Brazil theatres. We have expanded the Flix Media advertising services to another exhibitor in Brazil through a revenue share agreement. InArgentina, we also have in-house personnel that work with local advertisers to arrange screen advertising in our Argentina theatres. We recently acquired anadvertising business in Chile, which we will also integrate with our Flix Media division. In our other international markets, we outsource our screenadvertising to local companies who have established relationships with local advertisers that provide similar benefits as NCM. The terms of our internationalscreen advertising contracts vary by country. In some of these locations, we earn a percentage of the screen advertising revenues collected by our partners andin other locations we are paid a fixed annual fee for access to our screens. We will continue to expand Flix Media into our other international locations overthe next few years. In addition to screen advertising in our theatres, we intend to expand Flix Media’s services to include, among other things, alternativecontent, online ticketing, and loyalty initiatives.Technology InnovationsThe motion picture exhibition industry has undertaken certain technology initiatives over the past few years, as discussed below. 11 Table of ContentsDigital Cinema Distribution CoalitionThrough the joint venture DCDC with Regal, AMC, Warner Bros. Entertainment, Inc. and Universal Pictures, we began delivering digital content todomestic theatres via satellite during October 2013. As of December 31, 2015, 100% of our domestic auditoriums were capable of receiving content viasatellite. Delivery of content via satellite reduces film transportation costs for both distributors and exhibitors, as a portion of the costs to produce and shiphard drives has been eliminated. The satellite delivery system established by DCDC is available to all exhibitors and content providers and allows live andstore-and-forward content to be delivered to our theatres.Satellite Delivery - InternationalThe industry is beginning to expand satellite delivery technology to certain Latin American markets. Currently, 59 of our international theatres havethe ability to receive live events via satellite, with some of these also able to receive film content via satellite. During 2016, we plan to install the necessaryequipment in all of our international theatres to allow them to receive content via satellite.MarketingWe generally market our theatres and events using Internet advertising and newspaper directory film schedules. Radio and television advertising spotsare also used to promote certain motion pictures and special events, such as theatre grand openings and VIP events. We exhibit previews of comingattractions and current films as part of our on-screen pre-feature program. We offer patrons access to movie times, the ability to buy and print their tickets inadvance and purchase gift cards at our website www.cinemark.com and via our smart phone and tablet applications. Customers can subscribe to our weeklyemails to receive information about current and upcoming films at their preferred Cinemark theatre(s), including details about advanced ticket sales,screenings, special events, concerts and live broadcasts; as well as contests, promotions, and coupons for concession savings. We partner with filmdistributors on a regular basis to promote their films through local, regional and national programs that are exclusive to our theatres. These programs mayinvolve customer contests, cross-promotions with the media and third parties and other means to increase patronage for a particular film showing at ourtheatres.CineMode, which is a function within the app we developed, allows patrons the opportunity to earn rewards while being courteous during a show. Ourinnovative technology was designed to address texting and other cell phone distractions, which is the number one complaint of movie-goers. While inCineMode, the phone’s screen is automatically dimmed and patrons are prompted to silence their volume. If CineMode is enabled for the duration of themovie, patrons are rewarded with exclusive digital rewards and offers that can be used at their next visit to Cinemark. CineMode connects us with our patronsand provides an opportunity for us to further expand our relationships with the studios and our vendors through promotions.We also have loyalty programs in some of our international markets that allow customers to pay a nominal fee for a membership card that providesthem with certain admissions and concession discounts.Our domestic and international marketing departments also focus on expanding ancillary revenue, which includes the sale of our gift cards and ourSuperSaver discount tickets. We generally market these programs to businesses as an employee-incentive or rewards program. Our marketing departmentsalso coordinate the use of our auditoriums, generally during off-peak times, for corporate meetings, private movie screenings, brand and product launches,education and training sessions or other private events, which contribute to our ancillary revenue. 12 Table of ContentsCompetitionWe are one of the leaders in the motion picture exhibition industry. We compete against local, regional, national and international exhibitors withrespect to attracting patrons, licensing films and developing new theatre sites. Our primary U.S. competitors include Regal, AMC and Carmike Cinemas, Inc.and our primary international competitors, which vary by country, include Cinépolis, Cine Colombia, CinePlanet, Kinoplex (GSR), and Araujo.We are generally able to book films without regard to the film bookings of other exhibitors at approximately 93% of our theatres. In competitive filmlicensing zones, the distributor allocates its movies generally based on demographics, the conditions, capacity and grossing potential of each theatre, and theterms of exhibition. In all theatres, our success in attracting patrons depends on location, theatre capacity, quality of projection and sound equipment, filmshowtime availability, customer service quality, and ticket prices.We compete for new theatre sites with other movie theatre exhibitors as well as other entertainment venues. Securing a potential site depends uponfactors such as committed investment and resources, theatre design and capacity, revenue and patron potential, and financial stability.We also face competition from a number of other motion picture exhibition delivery systems, such as digital downloads, video on-demand, pay-per-view television, DVDs, network and syndicated television. We also face competition from other forms of entertainment competing for the public’s leisuretime and disposable income, such as concerts, theme parks and sporting events.SeasonalityOur revenues have historically been seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, the mostsuccessful motion pictures have been released during the summer, extending from May to July, and during the holiday season, extending from earlyNovember through year-end. The unexpected emergence of a hit film during other periods can alter this seasonality trend. The timing and quality of such filmreleases can have a significant impact on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter orfor the same period in the following year.Corporate OperationsOur worldwide headquarters is located in Plano, Texas. Personnel at our corporate headquarters provide oversight and support for our domestic andinternational theatres, including our executive team and department heads in charge of film licensing, food and beverage, theatre operations, theatreconstruction and maintenance, real estate, human resources, marketing, legal, finance, accounting, tax, audit and information technology. Our U.S. operationsare divided into nineteen regions, each of which is headed by a region leader. We have eight regional offices in Latin America responsible for the localmanagement of theatres in fourteen countries (Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala and Curacao are operated out of one CentralAmerican regional office). Each regional office is headed by a general manager with additional personnel responsible for film licensing, marketing, humanresources, information technology, operations and accounting. We have chief financial officers in Brazil and Argentina, which are our two largestinternational markets.EmployeesWe have approximately 19,300 employees in the U.S., approximately 19% of whom are full time employees and 81% of whom are part timeemployees. We have approximately 9,000 employees in our international markets, approximately 37% of whom are full time employees and approximately63% of whom are part time employees. Due to the seasonal nature of our business as discussed above, our headcount can vary throughout the year, dependingon the timing and success of movie releases. Some of our international locations are subject to union regulations. We regard our relations with our employeesto be satisfactory. 13 Table of ContentsRegulationsThe distribution of motion pictures is largely regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Themanner in which we can license films from certain major film distributors is subject to consent decrees resulting from these cases. Consent decrees bindcertain major film distributors and require the films of such distributors to be offered and licensed to exhibitors, including Cinemark, on a theatre-by-theatreand film-by-film basis. Consequently, exhibitors cannot enter into long-term arrangements with major distributors, but must negotiate for licenses on atheatre-by-theatre and film-by-film basis.We are subject to various general regulations applicable to our operations including the Americans with Disabilities Act of 1990, or the ADA, andregulations recently issued by the U.S. Food and Drug Administration that require nutrition labels for certain menu items. Our theatre operations are alsosubject to federal, state and local laws governing such matters as wages, working conditions, citizenship, health and sanitation requirements and variousbusiness licensing and permitting.Financial Information About Geographic AreasWe currently have operations in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama,Guatemala, Bolivia, and Curacao which are reflected in the consolidated financial statements. See Note 20 to the consolidated financial statements forsegment information and financial information by geographic area.Item 1A. Risk FactorsOur business depends on film production and performance.Our business depends on both the availability of suitable films for exhibition in our theatres and the success of those films in our markets. Poorperformance of films, the disruption in the production of films due to events such as a strike by directors, writers or actors, a reduction in financing options forthe film distributors, or a reduction in the marketing efforts of the film distributors to promote their films could have an adverse effect on our business byresulting in fewer patrons and reduced revenues.Our results of operations fluctuate on a seasonal basis.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 majorfilm distributors generally release the films they anticipate will be most successful during the summer and holiday seasons. Consequently, we typicallygenerate higher revenues during these periods. The unexpected emergence of a successful film during other periods or the failure of an expected success at akey time could alter this seasonality trend. Due to the dependency on the success of films released from one period to the next, results of operations for oneperiod may not be indicative of the results for the following period or the same period in the following year.A deterioration in relationships with film distributors could adversely affect our ability to obtain commercially successful films.We rely on the film distributors to supply the films shown in our theatres. The film distribution business is highly concentrated, with six major filmdistributors accounting for approximately 84.4% of U.S. box office revenues and 46 of the top 50 grossing films during 2015. Numerous antitrust cases andconsent decrees resulting from the antitrust cases impact the distribution of films. Film distributors license films to exhibitors on a theatre-by-theatre and film-by-film basis. Consequently, we cannot guarantee a supply of films by entering into long-term arrangements with major distributors. We are thereforerequired to negotiate licenses for each film and for each theatre. A deterioration in our relationship with any of the seven major film distributors couldadversely affect our ability to obtain commercially successful films and to negotiate favorable licensing terms for such films, both of which could adverselyaffect our business and operating results. 14 Table of ContentsWe face intense competition for patrons and films which may adversely affect our business.The motion picture exhibition industry is highly competitive. We compete against local, regional, national and international exhibitors in many of ourmarkets. We compete for both patrons and licensing of films. In markets where we do not face competitive theatres, there is a risk of new theatres being built.The competition for patrons is dependent upon such factors as location, theatre capacity, quality of projection and sound equipment, film showtimeavailability, customer service quality, products and amenities offered, and ticket prices. The principal competitive factors with respect to film licensinginclude the theatre’s location and its demographics, the condition, capacity and grossing potential of each theatre, and licensing terms. If we are unable toattract patrons or to license successful films, our business may be adversely affected.An increase in the use of alternative film distribution channels or other competing forms of entertainment may reduce movie theatre attendance andlimit revenue growth.We face competition for patrons from a number of alternative film distribution channels, such as digital downloads, video on-demand, pay-per-viewtelevision, DVDs, network and syndicated television. We also compete with other forms of entertainment, such as concerts, theme parks, gaming and sportingevents, for our patrons’ leisure time and disposable income. A significant increase in popularity of these alternative film distribution channels, competingforms of entertainment or improvements in technologies available at home could have an adverse effect on our business and results of operations.Our results of operations may be impacted by shrinking video and digital release windows.Over the last decade, the average video and digital release window, which represents the time that elapses from the date of a film’s theatrical release tothe date a film is available to consumers at home, has decreased from approximately six months to approximately three to four months. If patrons choose towait for an in-home release rather than attend a theatre to view the film, it may adversely impact our business and results of operations, financial conditionand cash flows. Film studios occasionally offer consumers a premium video on-demand option for certain films shortly after the theatrical release. Theserelease windows, which are determined by the studios, may shrink further or be eliminated altogether, which could have an adverse impact on our businessand results of operations.General political, social and economic conditions can adversely affect our attendance.Our results of operations are dependent on general political, social and economic conditions, and the impact of such conditions on our theatreoperating costs and on the willingness of consumers to spend money at movie theatres. If consumers’ discretionary income declines as a result of an economicdownturn, our operations could be adversely affected. If theatre operating costs, such as utility costs, increase due to political or economic changes, ourresults of operations could be adversely affected. Political events, such as terrorist attacks, and health-related epidemics, such as flu outbreaks, could causepeople to avoid our theatres or other public places where large crowds are in attendance. In addition, a natural disaster, such as a hurricane or an earthquake,could impact our ability to operate certain of our theatres, which could adversely affect our results of operations.Our foreign operations are subject to adverse regulations, economic instability and currency exchange risk.We have 176 theatres with 1,278 screens in fourteen countries in Latin America. Brazil represented approximately 10.2% of our consolidated 2015revenues. Governmental regulation of the motion picture industry in foreign markets differs from that in the United States. Changes in regulations affectingprices, quota systems requiring the exhibition of locally-produced films and restrictions on ownership of property may adversely affect our internationaloperations. Our international operations are subject to certain political, economic and other uncertainties not encountered by our domestic operations,including risks of severe economic downturns and high inflation. We also face risks of currency fluctuations, hard currency shortages and controls of foreigncurrency exchange and cash transfers to the U.S., all of which could have an adverse effect on the results of our operations. 15 Table of ContentsWe have substantial long-term lease and debt obligations, which may restrict our ability to fund current and future operations and that restrict ourability to enter into certain transactions.We have, and will continue to have, significant long-term debt service obligations and long-term lease obligations. As of December 31, 2015, we had$1,814.6 million in long-term debt obligations, $227.7 million in capital lease obligations and $1,699.9 million in long-term operating lease obligations.Our substantial lease and debt obligations pose risk by: • requiring us to dedicate a substantial portion of our cash flows to payments on our lease and debt obligations, thereby reducing the availabilityof our cash flows from operations to fund working capital, capital expenditures, acquisitions and other corporate requirements and to paydividends; • impeding our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporatepurposes; • subjecting us to the risk of increased sensitivity to interest rate increases on our variable rate debt, including our borrowings under our seniorsecured credit facility; • limiting our ability to invest in innovations in technology and implement new platforms or concepts in our theatres; and • making us more vulnerable to a downturn in our business and competitive pressures and limiting our flexibility to plan for, or react to, changesin our industry or the economy.Our ability to make scheduled payments of principal and interest with respect to our indebtedness will depend on our ability to generate positive cashflows and on our future financial results. Our ability to generate positive cash flows is subject to general economic, financial, competitive, regulatory andother factors that are beyond our control. We may not be able to continue to generate cash flows at current levels, or guarantee that future borrowings will beavailable under our senior secured credit facility, in an amount sufficient to enable us to pay our indebtedness. If our cash flows and capital resources areinsufficient to fund our lease and debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additionalcapital or restructure or refinance our indebtedness. We may not be able to take any of these actions, and these actions may not be successful or permit us tomeet our scheduled debt service obligations and these actions may be restricted under the terms of our existing or future debt agreements, including oursenior secured credit facility.If we fail to make any required payment under the agreements governing our leases and indebtedness or fail to comply with the financial and operatingcovenants contained in them, we would be in default, and as a result, our debt holders would have the ability to require that we immediately repay ouroutstanding indebtedness and the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose againstthe assets securing their borrowings. We could be forced into bankruptcy or liquidation. The acceleration of our indebtedness under one agreement maypermit acceleration of indebtedness under other agreements that contain cross-default and cross-acceleration provisions. If our indebtedness is accelerated, wemay not be able to repay our indebtedness or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be oncommercially reasonable terms or on terms that are acceptable to us. If our debt holders require immediate payment, we may not have sufficient assets tosatisfy our obligations under our indebtedness.We may not be able to generate additional revenues or continue to realize value from our investment in NCM.As of December 31, 2015, we had an ownership interest in NCM of approximately 19%. We receive a monthly theatre access fee under our ExhibitorServices Agreement with NCM and we are entitled to receive mandatory quarterly distributions of excess cash from NCM. During the years endedDecember 31, 2014 and 2015, the Company received approximately $9.2 million and $11.3 million in other revenues from NCM, 16 Table of Contentsrespectively, and $18.5 million and $18.1 million in cash distributions in excess of our investment in NCM, respectively. Cinema advertising is a smallcomponent of the U.S. advertising market and therefore, NCM competes with larger, more established and well known media platforms such as broadcastradio and television, cable and satellite television, outdoor advertising and Internet portals. In-theatre advertising may not continue to attract advertisers orNCM’s in-theatre advertising format may not continue to be received favorably by theatre patrons. If NCM is unable to continue to generate consistentadvertising revenues, its results of operations may be adversely affected and our investment in and distributions and revenues from NCM may be adverselyimpacted.A failure to adapt to future technological innovations could impact our ability to compete effectively and could adversely affect our results ofoperations.While we continue to implement the latest technological innovations, such as 3-D, D-BOX and satellite distribution technologies, new technologicalinnovations continue to impact our industry. If we are unable to respond to or invest in changes in technology and the technological preferences of ourcustomers, we may not be able to compete with other exhibitors or other entertainment venues, which could adversely affect our results of operations.We are subject to uncertainties relating to future expansion plans, including our ability to identify suitable acquisition candidates or site locations,and to obtain financing for such activities on favorable terms or at all.We have greatly expanded our operations over the last decade through targeted worldwide theatre development and acquisitions. We will continue topursue a strategy of expansion that will involve the development of new theatres and may involve acquisitions of existing theatres and theatre circuits bothin the U.S. and internationally. There is significant competition for new site locations and for existing theatre and theatre circuit acquisition opportunities. Asa result of such competition, we may not be able to acquire attractive site locations, existing theatres or theatre circuits on terms we consider acceptable. Thepace of our growth may also be impacted by delays in site development caused by other parties. Acquisitions and expansion opportunities may divert asignificant amount of management’s time away from the operation of our business. Growth by acquisition also involves risks relating to difficulties inintegrating the operations and personnel of acquired companies and the potential loss of key employees of acquired companies. Our expansion strategy maynot result in improvements to our business, financial condition, profitability, or cash flows. Further, our expansion programs may require financing above ourexisting borrowing capacity and operating cash flows. We may not be able to obtain such financing or ensure that such financing will be available to us onacceptable terms or at all.If we do not comply with the ADA and the safe harbor framework included in the consent order we entered into with the Department of Justice, orthe DOJ, we could be subject to further litigation.Our theatres must comply with Title III of the ADA and analogous state and local laws. Compliance with the ADA requires among other things thatpublic facilities “reasonably accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities” conform toaccessibility guidelines unless “structurally impracticable” for new construction or technically infeasible for alterations. On November 15, 2004, Cinemarkand the Department of Justice, or DOJ, entered into a consent order, which was filed with the U.S. District Court for the Northern District of Ohio, EasternDivision. Under the consent order, the DOJ approved a safe harbor framework for us to construct all of our future stadium-style movie theatres. The DOJ hasstipulated that all theatres built in compliance with the consent order will comply with the wheelchair seating requirements of the ADA. If we fail to complywith the ADA, remedies could include imposition of injunctive relief, fines, awards for damages to private litigants and additional capital expenditures toremedy non-compliance. Imposition of significant fines, damage awards or capital expenditures to cure non-compliance could adversely affect our businessand operating results. 17 Table of ContentsWe may be subject to increased labor and benefits costs.In the U.S., we are subject to United States federal and state laws governing such matters as minimum wages, working conditions and overtime. Asfederal and state minimum wage rates increase, we may need to increase not only the wages of our minimum wage employees, but also the wages paid toemployees at wage rates that are above minimum wage. Labor shortages, increased employee turnover and health care mandates could also increase our laborcosts. This in turn could lead us to increase prices which could impact our sales. Conversely, if competitive pressures or other factors prevent us fromoffsetting increased labor costs by increases in prices, our results of operations may be adversely impacted. We are also subject to union regulations in certainof our international markets, which can specify wage rates as well as minimum hours to be paid to certain employees. As union wage rates and otherrequirements change, our results of operations could be adversely affected.We are subject to impairment losses due to potential declines in the fair value of our assets.We have a significant amount of long-lived assets. We evaluate long-lived assets for impairment at the theatre level, therefore if a theatre is directly andindividually impacted by increased competition, adverse changes in market demographics, or adverse changes in the development or condition of the areassurrounding the theatre, we may record impairment charges to reflect the decline in estimated fair value of that theatre.We also have a significant amount of goodwill and tradename intangible assets. Declines in our stock price or market capitalization, declines in ourattendance due to increased competition in certain regions and/or countries or economic factors that lead to a decline in attendance in any given region orcountry could result in impairments of goodwill and our intangible assets. As of December 31, 2015, we performed a qualitative analysis on our goodwill andtradename intangible assets and determined that it is not more likely than not that the fair values of such assets are below their respective carrying values.A credit market crisis may adversely affect our ability to raise capital and may materially impact our operations.Severe dislocations and liquidity disruptions in the credit markets could materially impact our ability to obtain debt financing on reasonable terms orat all. The inability to access debt financing on reasonable terms could materially impact our ability to make acquisitions, invest in technology innovationsor significantly expand our business in the future.We may be subject to liability under environmental laws and regulations.We own and operate a large number of theatres and other properties within the U.S. and internationally, which may be subject to various foreign,federal, state and local laws and regulations relating to the protection of the environment or human health. Such environmental laws and regulations includethose that impose liability for the investigation and remediation of spills or releases of hazardous materials. We may incur such liability, including for anycurrently or formerly owned, leased or operated property, or for any site, to which we may have disposed, or arranged for the disposal of, hazardous materialsor wastes. Certain of these laws and regulations may impose liability, including on a joint and several liability, which can result in a liable party beingobliged to pay for greater than its share, regardless of fault or the legality of the original disposal. Environmental conditions relating to our properties oroperations could have an adverse effect on our business and results of operations and cash flows.Our ability to pay dividends may be limited or otherwise restricted.Our ability to pay dividends is limited by our status as a holding company and the terms of our senior notes indentures, our senior subordinated notesindenture, and our senior secured credit facility, which restrict our ability to pay dividends and the ability of certain of our subsidiaries to pay dividends,directly or indirectly, to us. Under our debt instruments, we may pay a cash dividend up to a specified amount, provided we have satisfied 18 Table of Contentscertain financial covenants in, and are not in default under, our debt instruments. The declaration of future dividends on our common stock, par value $0.001per share, or Common Stock, will be at the discretion of our board of directors and will depend upon many factors, including our results of operations,financial condition, earnings, capital requirements, limitations in our debt agreements and legal requirements.Provisions in our corporate documents and certain agreements, as well as Delaware law, may hinder a change of control.Provisions in our amended and restated certificate of incorporation and bylaws, as well as provisions of the Delaware General Corporation Law, coulddiscourage unsolicited proposals to acquire us. These provisions include: • 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 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 ourstockholders; and • provisions of Delaware law that restrict many business combinations and provide that directors serving on classified boards of directors, such asours, may be removed only for cause.Certain provisions of our 4.875% senior notes indenture, our 5.125% senior notes indenture, our 7.375% senior subordinated notes indenture and oursenior secured credit facility may have the effect of delaying or preventing future transactions involving a “change of control.” A “change of control” wouldrequire us to make an offer to the holders of each of our 4.875% senior notes, our 5.125% senior notes, and our 7.375% senior subordinated notes torepurchase all of the outstanding notes at a purchase price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest tothe date of purchase. A “change of control” would also be an event of default under our senior secured credit facility.Future sales of our Common Stock may adversely affect the prevailing market price.If a large number of shares of our Common Stock is sold in the open market, or if there is a perception that such sales will occur, the trading price of ourCommon Stock could decrease. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional Common Stock. Asof December 31, 2015, we had an aggregate of 178,561,563 shares of our Common Stock authorized but unissued and not reserved for specific purposes. Ingeneral, we may issue all of these shares without any action or approval by our stockholders. We may issue shares of our Common Stock in connection withacquisitions.As of December 31, 2015, we had 115,924,059 shares of our Common Stock outstanding. Of these shares, approximately 104,622,631 shares werefreely tradable. The remaining shares of our Common Stock were “restricted securities” as that term is defined in Rule 144 under the Securities Act. Restrictedsecurities may not be resold in a public distribution except in compliance with the registration requirements of the Securities Act or pursuant to an exemptiontherefrom, including the exemptions provided by Regulation S and Rule 144 promulgated under the Securities Act.We cannot predict whether substantial amounts of our Common Stock will be sold in the open market in anticipation of, or following, any divestitureby any of our large stockholders, our directors or executive officers of their shares of Common Stock.As of December 31, 2015, there were 7,361,757 shares of our Common Stock reserved for issuance under our Amended and Restated 2006 Long TermIncentive Plan. 19 Table of ContentsLegislative or regulatory initiatives related to global warming/climate change concerns may negatively impact our business.Recently, there has been an increasing focus and continuous debate on global climate change including increased attention from regulatory agenciesand legislative bodies. This increased focus may lead to new initiatives directed at regulating an as yet unspecified array of environmental matters.Legislative, regulatory or other efforts in the U.S. to combat climate change could result in future increases in the cost of raw materials, taxes, transportationand utilities for our vendors and for us which would result in higher operating costs for the Company. Also, compliance of our theatres and accompanyingreal estate with new and revised environmental, zoning, land-use or building codes, laws, rules or regulations, could have a material and adverse effect on ourbusiness. However, we are unable to predict at this time, the potential effects, if any, that any future environmental initiatives may have on our business.Cyber security threats and our failure to protect our electronically stored data could adversely affect our business.We store and maintain electronic information and data necessary to conduct our business, including confidential and proprietary information of ourcustomers and employees. Data maintained in electronic form is subject to the risk of intrusion, tampering and theft. While we have adopted industry-accepted security measures and technology to protect the confidential and proprietary information, the development and maintenance of these systems iscostly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. As such,we may be unable to anticipate and implement adequate preventive measures in time. This may adversely affect our business, including exposure togovernment enforcement actions and private litigation, and our reputation with our customers and employees may be injured. In addition to Company-specific cyber threats or attacks, our business and results of operations could also be impacted by breaches affecting our peers and partners within theentertainment industry, as well as other retail companies.Product recalls and associated costs could adversely affect our reputation and financial condition.We are resellers of food and we may be liable if the consumption of any of the products we sell causes illness or injury. We are also subject to recall byproduct manufacturers or if the food products become contaminated. Recalls could result in losses due to the cost of the recall, the destruction of the productand lost sales due to the unavailability of the product for a period of time.Changes in privacy laws could adversely affect our ability to market our products effectively.Our cinemas rely on a variety of direct marketing techniques, including email marketing. Any expansion on existing and/or new laws and regulationsregarding marketing, solicitation or data protection could adversely affect the continuing effectiveness of our email and other marketing techniques andcould result in changes to our marketing strategy which could adversely impact our attendance levels and revenues.We are subject to complex taxation and could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation orexposure to additional tax liabilities.We are subject to many different forms of taxation both in the U.S. and in the foreign jurisdictions where we operate. The tax authorities may not agreewith the determinations that we made and such disagreements could result in lengthy legal disputes and, ultimately, in the payment of substantial amountsfor tax, interest and penalties, which could have a material impact on our results. Additionally, current economic and political conditions make tax rates inany jurisdiction, including the U.S., subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings incountries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. If theCompany’s effective tax rates were to increase, or if the ultimate determination of the Company’s taxes owed in the U.S. or foreign jurisdictions is for anamount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected. 20 Table of ContentsItem 1B. Unresolved Staff CommentsNone.Item 2. PropertiesUnited StatesAs of December 31, 2015, in the U.S., we operated 295 theatres with 3,904 screens pursuant to leases and own the land and building for 42 theatres with614 screens. Our leases are generally entered into on a long-term basis with terms, including optional renewal periods, generally ranging from 20 to 45 years.As of December 31, 2015, approximately 8.1% of our theatre leases in the U.S., covering 24 theatres with 177 screens, have remaining terms, includingoptional renewal periods, of less than six years. Approximately 7.5% of our theatre leases in the U.S., covering 22 theatres with 229 screens, have remainingterms, including optional renewal periods, of between six and 15 years and approximately 84.4% of our theatre leases in the U.S., covering 249 theatres with3,498 screens, have remaining terms, including optional renewal periods, of more than 15 years. The leases generally provide for a fixed monthly minimumrent payment, with certain leases also subject to additional percentage rent if a target annual revenue level is achieved. We currently own an office buildingin Plano, Texas, which is our worldwide headquarters. We lease office space in Frisco, Texas and McKinney, Texas for theatre support and maintenancepersonnel.InternationalAs of December 31, 2015, internationally, we operated 176 theatres with 1,278 screens, all of which are leased. Our international leases are generallyentered into on a long term basis with terms, including optional renewal periods, generally ranging from 10 to 30 years. The leases generally provide forcontingent rental based upon operating results with an annual minimum. As of December 31, 2015, approximately 15% of our international theatre leases,covering 26 theatres with 225 screens, have remaining terms, including optional renewal periods, of less than six years. Approximately 47% of ourinternational theatre leases, covering 82 theatres and 613 screens, have remaining terms, including optional renewal periods, of between six and 15 years andapproximately 38% of our international theatre leases, covering 68 theatres and 440 screens, have remaining terms, including optional renewal periods, ofmore than 15 years. The leases generally provide for a fixed monthly minimum rent payment, with certain leases also subject to additional percentage rent if atarget annual revenue level is achieved. We also lease office space in seven regions in Latin America for our local management.See Note 19 to the consolidated financial statements for information regarding our minimum lease commitments. We periodically review theprofitability of each of our theatres, particularly those whose lease terms are nearing expiration, to determine whether to continue its operations.Item 3. Legal ProceedingsJoseph Amey, et al. v. Cinemark USA, Inc., Case No. 3:13cv05669, In the United States District Court for the Northern District of California, SanFrancisco Division. The case presents putative class action claims for damages and attorney’s fees arising from employee wage and hour claims underCalifornia law for alleged meal period, rest break, reporting time pay, unpaid wages, pay upon termination, and wage statements violations. The claims arealso asserted as a representative action under the California Private Attorney General Act (“PAGA”). We deny the claims, deny that class certification isappropriate and deny that a PAGA representative action is appropriate, and are vigorously defending against the claims. We deny any violation of law andplan to vigorously defend against all claims. The Court recently determined that class certification is not appropriate and determined that a PAGArepresentative action is not appropriate. The plaintiff may appeal these rulings. We are unable to predict the outcome of the litigation or the range ofpotential loss. 21 Table of ContentsWe received a Civil Investigative Demand, or CID, from the Antitrust Division of the United States Department of Justice. The CID relates to aninvestigation under Sections 1 and 2 of the Sherman Act. We also received CIDs from the Antitrust Section of the Office of the Attorney General of the Stateof Ohio and later from other states regarding similar inquiries under state antitrust laws. The CIDs request us to answer interrogatories, and producedocuments, or both, related to the investigation of matters including film clearances, potential coordination and/or communication with other major theatrecircuits and related joint ventures. We intend to fully cooperate with all federal and state government agencies. Although we do not believe that we haveviolated any federal or state antitrust or competition laws, we cannot predict the ultimate scope, duration or outcome of these investigations.From time to time, we are involved in other various legal proceedings arising from the ordinary course of our business operations, such as personalinjury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance or byindemnification from vendors. We believe our potential liability, with respect to these types of proceedings currently pending, is not material, individually orin the aggregate, to our financial position, results of operations and cash flows.Item 4. Mine Safety DisclosuresNot applicable. 22 Table of ContentsPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationOur common equity consists of common stock, which has traded on the New York Stock Exchange since April 24, 2007 under the symbol “CNK.” Thefollowing table sets forth the historical high and low sales prices per share of our Common Stock as reported by the New York Stock Exchange for the yearsindicated. 2014 2015 High Low High Low First Quarter (January 1 – March 31) $33.40 $27.34 $45.30 $32.98 Second Quarter (April 1 – June 30) $35.37 $27.29 $45.68 $39.06 Third Quarter (July 1 – September 30) $36.51 $32.69 $41.91 $30.91 Fourth Quarter (October 1 – December 31) $36.87 $29.42 $37.63 $31.65 Holders of Common StockAs of December 31, 2015, there were 457 holders of record of the Company’s common stock and there were no other classes of stock issued andoutstanding.Dividend PolicyBelow is a summary of dividends declared for the fiscal periods indicated: DateDeclared Date ofRecord DatePaid Amount perCommonShare TotalDividends (in millions)02/14/14 03/04/14 03/19/14 $0.25 $29.005/22/14 06/06/14 06/20/14 $0.25 29.008/13/14 08/28/14 09/12/14 $0.25 29.111/12/14 12/02/14 12/11/14 $0.25 29.1Total – Year ended December 31, 2014 $116.202/17/15 03/04/15 03/18/15 $0.25 $29.005/18/15 06/05/15 06/19/15 $0.25 29.108/20/15 08/31/15 09/11/15 $0.25 29.111/13/15 12/02/15 12/16/15 $0.25 29.3Total – Year ended December 31, 2015 $116.5 Includes amounts related to restricted stock unit awards that will not be paid until such awards vest.We, at the discretion of the board of directors and subject to applicable law, anticipate paying regular quarterly dividends on our common stock. Theamount, if any, of the dividends to be paid in the future will depend upon our then available cash, anticipated cash needs, overall financial condition, loanagreement restrictions, future prospects for earnings and cash flows, as well as other relevant factors. See Item 7, Management’s Discussion and Analysis ofFinancial Condition and Results of Operation — Liquidity and Capital Resources — Financing Activities for a discussion of dividend restrictions under ourdebt agreements. 23(1)(2)(1) Table of ContentsPerformance GraphIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting to be held on May 26, 2016 and to be filed with theSEC within 120 days after December 31, 2015.Securities Authorized for Issuance under Equity Compensation PlansInformation regarding securities authorized for issuance under the Company’s long-term compensation plan is incorporated by reference to theCompany’s proxy statement for its annual stockholders meeting to be held on May 26, 2016 and to be filed with the SEC within 120 days after December 31,2015.Item 6. Selected Financial DataThe following table provides our selected consolidated financial and operating data for the periods and at the dates indicated for each of the five mostrecent years ended December 31, 2015. During August 2011, we acquired ten theatres with 95 screens in Argentina. During May 2013, we acquired 32theatres with 483 screens in the U.S. The results of operations for these theatres are included in our consolidated results of operations beginning on the datesof the respective acquisitions. During November 2013, we sold our Mexico theatres, which included 31 theatres and 290 screens. You should read theselected consolidated financial and operating data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition andResults of Operations” and our audited consolidated financial statements and related notes appearing elsewhere in this report. Year Ended December 31, 2011 2012 2013 2014 2015 (Dollars in thousands, except per share data) Statement of Income Data: Revenues: Admissions $1,471,627 $1,580,401 $1,706,145 $1,644,169 $1,765,519 Concession 696,754 771,405 845,168 845,376 936,970 Other 111,232 121,725 131,581 137,445 150,120 Total revenues 2,279,613 2,473,531 2,682,894 2,626,990 2,852,609 Film rentals and advertising 798,606 845,107 919,511 883,052 976,590 Concession supplies 112,122 123,471 135,715 131,985 144,270 Salaries and wages 226,475 247,468 269,353 273,880 301,099 Facility lease expense 276,278 281,615 307,851 317,096 319,761 Utilities and other 259,703 280,670 305,703 308,445 324,851 General and administrative expenses 127,621 148,624 165,351 151,444 156,736 Depreciation and amortization 154,449 147,675 163,970 175,656 189,206 Impairment of long-lived assets 7,033 3,031 3,794 6,647 8,801 (Gain) loss on sale of assets and other 8,792 12,168 (3,845) 15,715 8,143 Total cost of operations $1,971,079 $2,089,829 $2,267,403 $2,263,920 $2,429,457 Operating income $308,534 $383,702 $415,491 $363,070 $423,152 Interest expense $123,102 $123,665 $124,714 $113,698 $112,741 Net income $132,582 $171,420 $150,548 $193,999 $218,728 Net income attributable to Cinemark Holdings, Inc. $130,557 $168,949 $148,470 $192,610 $216,869 Net income attributable to Cinemark Holdings, Inc. per share: Basic $1.15 $1.47 $1.28 $1.66 $1.87 Diluted $1.14 $1.47 $1.28 $1.66 $1.87 Cash dividends declared per common share $0.84 $0.84 $0.92 $1.00 $1.00 24 Table of Contents Year Ended December 31, 2011 2012 2013 2014 2015 (Dollars in thousands) Other Financial Data: Ratio of earnings to fixed charges 2.00x 2.44x 2.23x 2.40x 2.67x Cash flow provided by (used for): Operating activities $391,201 $395,205 $309,666 $454,634 $455,871 Investing activities (247,067) (234,311) (364,701) (253,339) (328,122) Financing activities (78,414) 63,424 (76,184) (146,833) (151,147) Capital expenditures (184,819) (220,727) (259,670) (244,705) (331,726) As of December 31, 2011 2012 2013 2014 2015 (Dollars in thousands) Balance Sheet Data: Cash and cash equivalents $521,408 $742,664 $599,929 $638,869 $588,539 Theatre properties and equipment, net 1,238,850 1,304,958 1,427,190 1,450,812 1,505,069 Total assets 3,495,677 3,822,814 4,107,515 4,120,561 4,126,497 Total long-term debt and capital lease obligations, includingcurrent portion 1,686,662 1,873,769 2,012,508 1,791,578 1,781,335 Equity 1,023,639 1,094,984 1,102,417 1,123,129 1,110,813 Year Ended December 31, 2011 2012 2013 2014 2015 Operating Data: United States Theatres operated (at period end) 297 298 334 335 337 Screens operated (at period end) 3,878 3,916 4,457 4,499 4,518 Total attendance (in 000s) 158,486 163,639 177,156 173,864 179,601 International Theatres operated (at period end) 159 167 148 160 176 Screens operated (at period end) 1,274 1,324 1,106 1,177 1,278 Total attendance (in 000s) 88,889 100,084 99,402 90,009 100,499 Worldwide Theatres operated (at period end) 456 465 482 495 513 Screens operated (at period end) 5,152 5,240 5,563 5,676 5,796 Total attendance (in 000s) 247,375 263,723 276,558 263,873 280,100 For the purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before taxes plus fixedcharges excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of debt issue costs and that portionof rental expense which we believe to be representative of the interest factor. Effective December 31, 2015, the Company adopted Accounting Standards Update 2015-03 Interest — Imputation of Interest (Subtopic 835-30):Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which resulted in the presentation of debt issuance costs as a contra-account tothe related debt instruments. The revised presentation was applied for all periods presented. See Note 2 to the consolidated financial statements foradditional information. 25 (1) (2) (2)(1)(2) Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion and analysis should be read in conjunction with the financial statements and accompanying notes included in this report.This discussion contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for adiscussion of the uncertainties and risk associated with these statements.OverviewWe are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, ElSalvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curacao. We operated theatres in Mexico until November 15, 2013. As of December 31,2015, we managed our business under two reportable operating segments — U.S. markets and international markets. See Note 20 to the consolidated financialstatements.Revenues and ExpensesWe generate revenues primarily from box office receipts and concession sales with additional revenues from screen advertising sales and other revenuestreams, such as vendor marketing promotions, meeting rentals and electronic video games located in some of our theatres. Our relationship with NCM hasassisted us in expanding our offerings to domestic advertisers and broadening ancillary revenue sources such as digital video monitor advertising. We alsooffer alternative entertainment, such as live and pre-recorded sports programs, concert events, the Metropolitan Opera, in-theatre gaming and other specialevents in our theatres through our recently formed joint venture, AC JV, LLC. Our Flix Media initiative has allowed us to expand our screen advertisingwithin our international circuit and to other international exhibitors.Films leading the box office during the year ended December 31, 2015 included Star Wars: The Force Awakens, Jurassic World, Avengers: Age ofUltron, Hunger Games: Mockingjay Part II, Furious 7, American Sniper, 50 Shades of Grey, Inside Out, Minions, Spectre and Mission: Impossible 5, amongother films. Films scheduled for release during 2016 include sequels such as Captain America: Civil War, Batman V Superman: Dawn Of Justice, FindingDory, Star Trek Beyond, and X-Men: Apocalypse; action films such as Deadpool; family films such as The Secret Life Of Pets, Zootopia, Alice Through TheLooking Glass, and Sing; and spin-off films such as Rogue One: A Star Wars Story and the Harry Potter spin-off Fantastic Beasts And Where To Find Them,among other films.Film rental costs are variable in nature and fluctuate with our admissions revenues. Film rental costs as a percentage of revenues are generally higher forperiods in which more blockbuster films are released. Film rental costs can also vary based on the length of a film’s run. Film rental rates are generallynegotiated on a film-by-film and theatre-by-theatre basis. Advertising costs, which are expensed as incurred, are primarily fixed at the theatre level as dailymovie directories placed in newspapers represent the largest component of advertising costs. The monthly cost of these advertisements is based on, amongother things, the size of the directory and the frequency and size of the newspaper’s circulation.Concession supplies expense is variable in nature and fluctuates with our concession revenues. We purchase concession supplies to replace units sold.We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain volume rates.Although salaries and wages include a fixed cost component (i.e. the minimum staffing costs to operate a theatre facility during non-peak periods),salaries and wages move in relation to revenues as theatre staffing is adjusted to respond to changes in attendance. In some international locations, staffinglevels are also subject to local regulations.Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certainof our leases are subject to percentage rent only while others are 26 Table of Contentssubject to percentage rent in addition to their fixed monthly rent if a target annual revenue level is achieved. Facility lease expense as a percentage ofrevenues is also affected by the number of theatres under operating leases, the number of theatres under capital leases and the number of fee-owned theatres.Utilities and other costs include both fixed and variable costs and primarily includes utilities, property taxes, janitorial costs, repairs and maintenanceand security services.Critical Accounting PoliciesWe prepare our consolidated financial statements in conformity with generally accepted accounting principles in the U.S., or U.S. GAAP. As such, weare required to make certain estimates and assumptions that we believe are reasonable based upon the information available. These estimates and assumptionsaffect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during theperiods presented. The significant accounting policies, which we believe are the most critical to aid in fully understanding and evaluating our reportedconsolidated financial results, include the following:Revenue and Expense RecognitionRevenues are recognized when admissions and concession sales are received at the box office. Other revenues primarily consist of screen advertising.Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre. We record proceeds from the saleof gift cards and other advanced sale-type certificates in current liabilities and recognize admissions or concession revenue when a holder redeems the card orcertificate. We recognize unredeemed gift cards and other advanced sale-type certificates as revenue only after such a period of time indicates, based onhistorical experience, the likelihood of redemption is remote, and based on applicable laws and regulations. In evaluating the likelihood of redemption, weconsider the period outstanding, the level and frequency of activity, and the period of inactivity.Film rental costs are accrued based on the applicable box office receipts and either firm terms or a sliding scale formula, which are generally establishedprior to the opening of the film, or estimates of the final rate, which occurs at the conclusion of the film run, subject to the film licensing arrangement. Under afirm terms formula, we pay the distributor a percentage of box office receipts, which reflects either an aggregate rate for the life of the film or rates that declineover the term of the run. Under a sliding scale formula, we pay a percentage of box office revenues using a pre-determined matrix that is based upon boxoffice performance of the film. The settlement process allows for negotiation of film rental fees upon the conclusion of the film run based upon how the filmperforms. Estimates are based on the expected success of a film. The success of a film can typically be determined a few weeks after a film is released wheninitial box office performance of the film is known. If actual settlements are different than those estimates, film rental costs are adjusted at that time. Ouradvertising costs are expensed as incurred.Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certainof our leases are subject to monthly percentage rent only, which is accrued each month based on actual revenues. Certain of our other theatres requirepayment of percentage rent in addition to fixed monthly rent if an annual target revenue level is achieved. Percentage rent expense is estimated and recordedfor these theatres on a monthly basis if the theatre’s historical performance or forecasted performance indicates that the annual target revenue level will bereached. Once annual revenues are known, which is generally at the end of the year, the percentage rent expense is adjusted at that time. We record the fixedminimum rent payments on a straight-line basis over the lease term.Theatre properties and equipment are depreciated using the straight-line method over their estimated useful lives. In estimating the useful lives of ourtheatre properties and equipment, we have relied upon our experience with such assets and our historical replacement period. We periodically evaluate theseestimates and assumptions 27 Table of Contentsand adjust them as necessary. Adjustments to the expected lives of assets are accounted for on a prospective basis through depreciation expense. Leaseholdimprovements for which we pay and to which we have title are amortized over the lesser of useful life or the lease term.Impairment of Long-Lived AssetsWe review long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carryingamount of the assets may not be fully recoverable. We assess many factors including the following to determine whether to impair individual theatre assets: • actual theatre level cash flows; • budgeted theatre level cash flows; • theatre property and equipment carrying values; • amortizing intangible asset carrying values; • the age of a recently built theatre; • competitive theatres in the marketplace; • the impact of recent ticket price changes; • available lease renewal options; and • other factors considered relevant in our assessment of impairment of individual theatre assets.Long-lived assets are evaluated for impairment on an individual theatre basis, which we believe is the lowest applicable level for which there areidentifiable cash flows. The impairment evaluation is based on the estimated undiscounted cash flows from continuing use through the remainder of thetheatre’s useful life. The remainder of the theatre’s useful life correlates with the available remaining lease period, which includes the probability of renewalperiods for leased properties and the lesser of twenty years or the building’s remaining useful life for fee owned properties. If the estimated undiscounted cashflows are not sufficient to recover a long-lived asset’s carrying value, we then compare the carrying value of the asset group (theatre) with its estimated fairvalue. When estimated fair value is determined to be lower than the carrying value of the asset group (theatre), the asset group (theatre) is written down to itsestimated fair value. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S.GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operating performance, recent markettransactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for theevaluations performed during 2013, 2014 and 2015. The long-lived asset impairment charges related to theatre properties recorded during each of the periodspresented are specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics, or adversechanges in the development or the conditions of the areas surrounding the theatre.Impairment of Goodwill and Intangible AssetsWe evaluate goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value ofthe goodwill may not be fully recoverable. We evaluate goodwill for impairment at the reporting unit level and have allocated goodwill to the reporting unitbased on an estimate of its relative fair value. Management considers the reporting unit to be each of its nineteen regions in the U.S. and seven countriesinternationally (Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala are considered one reporting unit).Goodwill impairment was evaluated using a two-step approach during 2013 and 2014, requiring the Company to compute the fair value of a reportingunit and compare it with its carrying value. If the carrying 28 Table of Contentsvalue of the reporting unit exceeds its estimated fair value, a second step is performed to measure the potential goodwill impairment. Significant judgment isinvolved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASBASC Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fairvalue is determined based on a multiple of cash flows, which was eight times for the evaluations performed during 2013 and 2014. As of December 31, 2014,the estimated fair value of our goodwill exceeded their carrying values by at least 10%.For the year ended December 31, 2015, we performed a qualitative goodwill impairment assessment on all reporting units except one, in accordancewith ASU 2011-08 Testing Goodwill for Impairment (“ASU 2011-08”). The qualitative assessment included consideration of historical and expected futureindustry performance, our estimated future performance, current industry trading multiples and other economic factors. Based on the qualitative assessmentperformed, we determined that it was not more likely than not that the fair value of the reporting units were less than their carrying values. We performed thequantitative two-step approach on a new U.S. region that had not previously been assessed for goodwill impairment. The fair value for the new reporting unitwas determined based on a multiple of estimated cash flows, which was eight times, and exceeded its carrying value by more than 10%.Tradename intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstancesindicate the carrying value may not be fully recoverable. During 2013 and 2014, we estimated the fair value of our tradenames by applying an estimatedmarket royalty rate that could be charged for the use of our tradename to forecasted future revenues, with an adjustment for the present value of such royalties.If the estimated fair value is less than the carrying value, the tradename intangible asset is written down to its estimated fair value. Significant judgment isinvolved in estimating market royalty rates and long-term revenue forecasts. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair valuehierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected revenue performance and industry trends. As of December 31,2014, the estimated fair value of our tradename intangible assets exceeded their carrying values by at least 10%. For the year ended December 31, 2015, theCompany performed a qualitative tradename intangible asset impairment assessment in accordance with ASU 2011-08. The qualitative assessment includedconsideration of our historical and forecasted revenues and estimated royalty rates for each tradename intangible asset. Based on the qualitative assessmentperformed, the Company determined that it was not more likely than not that the fair values of tradename intangible assets were less than their carryingvalues.Income TaxesWe use an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes are provided when tax laws andfinancial accounting standards differ with respect to the amount of income for a year and the basis of assets and liabilities. A valuation allowance is recordedto reduce the carrying amount of deferred tax assets unless it is more likely than not that such assets will be realized. Income taxes are provided on unremittedearnings from foreign subsidiaries unless such earnings are expected to be indefinitely reinvested. Income taxes have also been provided for potential taxassessments. The evaluation of an uncertain tax position is a two-step process. The first step is recognition: We determine whether it is more likely than notthat a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits ofthe position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position would be examinedby the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: A tax position that meetsthe more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position ismeasured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positionstaken in a tax return and amounts recognized in the financial statements result in (1) a change in a liability for income taxes payable or (2) a change in anincome tax refund receivable, a deferred tax asset or a deferred tax liability or both (1) and (2). We accrue interest and penalties on uncertain tax positions. 29 Table of ContentsAccounting for Investment in National CineMedia, LLC and Related AgreementsWe have an investment in NCM. NCM operates a digital in-theatre network in the U.S. for providing cinema advertising and non-film events. Uponjoining NCM, the Company and NCM entered into an Exhibitor Services Agreement, pursuant to which NCM provides advertising, promotion and eventservices to the Company’s theatres. On February 13, 2007, National CineMedia, Inc., or NCM Inc., a newly formed entity that serves as a member and the solemanager of NCM, completed an initial public offering of its common stock. In connection with the NCM Inc. initial public offering, the Company amendedits operating agreement and the Exhibitor Services Agreement, or ESA, with NCM and received proceeds related to the modification of the ESA and theCompany’s sale of certain of its shares in NCM. The ESA modification reflected a shift from circuit share expense under the prior Exhibitor ServicesAgreement, which obligated NCM to pay the Company a percentage of revenue, to a monthly theatre access fee, which significantly reduced the contractualamounts paid to the Company by NCM. The Company recorded the proceeds related to the ESA modification as deferred revenue, which is being amortizedinto other revenues over the life of the agreement using the units of revenue method. As a result of the proceeds received as part of the NCM, Inc. initialpublic offering, the Company had a negative basis in its original membership units in NCM (referred to herein as its Tranche 1 Investment). The Companydoes not recognize undistributed equity in the earnings on its Tranche 1 Investment until NCM’s future net earnings, less distributions received, surpass theamount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributionsfrom NCM. The Company believes that the accounting model provided by ASC 323-10-35-22 for recognition of equity investee losses in excess of aninvestor’s basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution.Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCM, Inc. and Cinemark, AMC and Regal, collectivelyreferred to as its Founding Members, annual adjustments to the common membership units are made primarily based on increases or decreases in the numberof theatre screens operated and theatre attendance generated by each Founding Member. To account for the receipt of additional common units under theCommon Unit Adjustment Agreement, the Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18, Accounting for SubsequentInvestments in an Investee after Suspension of Equity Loss Recognition) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, whichindicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if thesubsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to thecommon unit adjustments equates to making additional investments in National CineMedia. The Company evaluated the receipt of the additional commonunits in National CineMedia and the assets exchanged for these additional units and has determined that the right to use its incremental new screens wouldnot be considered funding of prior losses. The Company accounts for these additional common units (referred to herein as its Tranche 2 Investment) as aseparate investment than its Tranche 1 Investment. The common units received are recorded at fair value as an increase in the Company’s investment in NCMwith an offset to deferred revenue. The deferred revenue is amortized over the remaining term of the ESA. The Tranche 2 Investment is accounted forfollowing the equity method, with undistributed equity earnings related to its Tranche 2 Investment included as a component of equity in income of affiliatesand distributions received related to its Tranche 2 Investment are recorded as a reduction of its investment basis.Recent DevelopmentsOn February 16, 2016, the Compensation Committee of our board of directors approved the Amended and Restated Employment Agreement of MarkZoradi, to be effective February 19, 2016 (the “Amended Agreement”). The Amended Agreement amends Section 3.2(c) by providing that the Equity Awards(as defined in the Amended Agreement) shall be at least 200% of Mr. Zoradi’s base salary and providing for an additional amount for personal expenses. Theamendments conform the Amended Agreement to the terms of Mr. Zoradi’s employment offer in August 2015.Our board of directors approved a cash dividend for the fourth quarter of 2015 of $0.27 per share of common stock payable to stockholders of record onMarch 7, 2016. The dividend will be paid on March 18, 2016. 30 Table of ContentsResults of OperationsThe following table sets forth, for the periods indicated, the amounts for certain items reflected in our consolidated statements of income along witheach of those items as a percentage of revenues. During May 2013, we acquired 32 theatres with 483 screens in the U.S. The results of operations for thesetheatres are included in our consolidated results of operations beginning on the date of the acquisition. During November 2013, we sold our Mexico theatres,which included 31 theatres and 290 screens. Year Ended December 31, 2013 2014 2015 Operating data (in millions): Revenues Admissions $1,706.1 $1,644.2 $1,765.5 Concession 845.2 845.4 937.0 Other 131.6 137.4 150.1 Total revenues 2,682.9 2,627.0 2,852.6 Cost of operations Film rentals and advertising 919.5 883.1 976.6 Concession supplies 135.7 132.0 144.3 Salaries and wages 269.3 273.9 301.1 Facility lease expense 307.9 317.1 319.7 Utilities and other 305.7 308.4 324.9 General and administrative expenses 165.4 151.4 156.7 Depreciation and amortization 164.0 175.7 189.2 Impairment of long-lived assets 3.8 6.6 8.8 (Gain) loss on sale of assets and other (3.9) 15.7 8.1 Total cost of operations 2,267.4 2,263.9 2,429.4 Operating income $415.5 $363.1 $423.2 Operating data as a percentage of total revenues: Revenues Admissions 63.6% 62.6% 61.9% Concession 31.5% 32.2% 32.8% Other 4.9% 5.2% 5.3% Total revenues 100.0% 100.0% 100.0% Cost of operations Film rentals and advertising 53.9% 53.7% 55.3% Concession supplies 16.1% 15.6% 15.4% Salaries and wages 10.0% 10.4% 10.6% Facility lease expense 11.5% 12.1% 11.2% Utilities and other 11.4% 11.7% 11.4% General and administrative expenses 6.2% 5.8% 5.5% Depreciation and amortization 6.1% 6.7% 6.6% Impairment of long-lived assets 0.1% 0.3% 0.3% (Gain) loss on sale of assets and other (0.1%) 0.6% 0.3% Total cost of operations 84.5% 86.2% 85.2% Operating income 15.5% 13.8% 14.8% Average screen count (month end average) 5,548 5,613 5,725 Revenues per average screen (dollars) $483,579 $468,019 $498,272 31(1) Table of Contents All costs are expressed as a percentage of total revenues, except film rentals and advertising, which are expressed as a percentage of admissionsrevenues and concession supplies, which are expressed as a percentage of concession revenues.Comparison of Years Ended December 31, 2015 and December 31, 2014Revenues. Total revenues increased $225.6 million to $2,852.6 million for 2015 from $2,627.0 million for 2014, representing an 8.6% increase. Thetable below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators thatimpact our revenues. U.S. Operating Segment International OperatingSegment Consolidated Year EndedDecember 31, Year EndedDecember 31, Year EndedDecember 31, 2015 2014 %Change 2015 2014 %Change 2015 2014 %Change Admissions revenues $1,338.0 $1,220.8 9.6% $427.5 $423.4 1.0% $1,765.5 $1,644.2 7.4% Concession revenues $709.7 $635.6 11.7% $227.3 $209.8 8.3% $937.0 $845.4 10.8% Other revenues $76.2 $66.0 15.5% $73.9 $71.4 3.5% $150.1 $137.4 9.2% Total revenues $2,123.9 $1,922.4 10.5% $728.7 $704.6 3.4% $2,852.6 $2,627.0 8.6% Attendance 179.6 173.9 3.3% 100.5 90.0 11.7% 280.1 263.9 6.1% Amounts in millions. U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 20 of ourconsolidated financial statements. • U.S. The $117.2 million increase in admissions revenues was primarily attributable to a 3.3% increase in attendance and a 6.1% increase in averageticket price, which increased from $7.02 for 2014 to $7.45 for 2015. The increase in attendance was due to the solid slate of films released during 2015and new theatres. The increase in average ticket price was primarily due to price increases and ticket type mix. The $74.1 million increase inconcession revenues was primarily attributable to the 3.3% increase in attendance and an 8.2% increase in concession revenues per patron, whichincreased from $3.65 for 2014 to $3.95 for 2015. The increase in concession revenues per patron was primarily due to incremental sales and priceincreases. Other revenues increased $10.2 million primarily due to increases in screen advertising revenues. • International. The $4.1 million increase in admissions revenues was primarily attributable to an 11.7% increase in attendance, partially offset by a9.6% decrease in average ticket price, which declined from $4.70 for 2014 to $4.25 for 2015. The $ 17.5 million increase in concession revenues wasprimarily attributable to the 11.7% increase in attendance, partially offset by a 3.0% decrease in concession revenues per patron from $2.33 for 2014 to$2.26 for 2015. The increase in attendance was due to the solid slate of films released during 2015 and new theatres. The decrease in average ticketprice and concession revenues per patron was primarily due to the unfavorable impact of foreign currency exchange rates in certain countries in whichwe operate, partially offset by price increases.Cost of Operations. The table below summarizes certain of our theatre operating costs by reportable operating segment (in millions). U.S.Operating Segment International OperatingSegment Consolidated Year EndedDecember 31, Year EndedDecember 31, Year EndedDecember 31, 2015 2014 2015 2014 2015 2014 Film rentals and advertising $768.2 $681.1 $208.4 $202.0 $976.6 $883.1 Concession supplies 95.4 86.4 48.9 45.6 144.3 132.0 Salaries and wages 226.9 202.8 74.2 71.1 301.1 273.9 Facility lease expense 239.4 235.2 80.3 81.9 319.7 317.1 Utilities and other 228.0 217.2 96.9 91.2 324.9 308.4 32(1)(1)(1)(1)(2)(1)(2)(1)(1)(2) Table of Contents• U.S. Film rentals and advertising costs were $768.2 million, or 57.4% of admissions revenues, for 2015 compared to $681.1 million, or 55.8% ofadmissions revenues, for 2014. The increase in the film rentals and advertising rate was primarily due to the higher concentration of blockbuster filmsleading to stronger box office performance during the 2015 period and increased film presentation costs. The 2015 period included such blockbusterreleases as Star Wars: The Force Awakens, Jurassic World, The Avengers: Age of Ultron, Furious 7, American Sniper, Inside Out and Minions, whichgrossed in excess of $900 million, $650 million, $450 million, $350 million, $350 million, $350 million and $325 million, respectively. Concessionsupplies expense was $95.4 million, or 13.4% of concession revenues, for 2015 compared to $86.4 million, or 13.6% of concession revenues, for 2014.Salaries and wages increased to $226.9 million for 2015 from $202.8 million for 2014 primarily due to increased staffing levels to support theincreased attendance, new theatres and increases in minimum wages. Facility lease expense increased to $239.4 million for 2015 from $235.2 millionfor 2014 primarily due to new theatres and increased percentage rent expense due to increased revenues. Utilities and other costs increased to $228.0million for 2015 from $217.2 million for 2014 primarily due to new theatres and increases in property taxes, janitorial costs and repairs andmaintenance expenses. • International. Film rentals and advertising costs were $208.4 million, or 48.7% of admissions revenues, for 2015 compared to $202.0 million, or 47.7%of admissions revenues, for 2014. The increase in the film rentals and advertising rate was due to the higher concentration of blockbuster films andhigher box office performance during 2015. Concession supplies expense was $48.9 million, or 21.5% of concession revenues, for 2015 compared to$45.6 million, or 21.7% of concession revenues, for 2014.Salaries and wages increased to $74.2 million for 2015 from $71.1 million for 2014 due to new theatres, increased staffing levels to support theincreased attendance, limited flexibility in scheduling staff caused by shifting government regulations and increased local currency wage rates.Facility lease expense decreased to $80.3 million for 2015 from $81.9 for 2014. Utilities and other costs increased to $96.9 million for 2015 from $91.2million for 2014 due to increases in repairs and maintenance expenses, utility expenses and new theatres. All of the above-mentioned theatre operatingcosts were also impacted by changes in foreign currency exchanges rates in certain countries in which we operate.General and Administrative Expenses. General and administrative expenses increased to $156.7 million for 2015 from $151.4 million for 2014. Theincrease was primarily due to increases in salaries and incentive compensation expense and share based awards compensation expense, partially offset by theimpact of changes in foreign currency exchange rates in certain countries in which we operate.Depreciation and Amortization. Depreciation and amortization expense was $189.2 million for 2015 compared to $175.7 million for 2014. Theincrease was primarily due to depreciation expense related to new theatres and remodels and other improvements of existing theatres.Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $8.8 million for 2015 compared to $6.6 million for2014. Impairment charges for 2015 consisted of theatre properties in the U.S., Colombia and Ecuador, impacting fourteen of our twenty-seven reporting units.Impairment charges for 2014 consisted primarily of U.S. theatre properties, impacting twelve of our twenty-six reporting units. The long-lived assetimpairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increasedcompetition, adverse changes in market demographics, or adverse changes in the development or the conditions of the areas surrounding the theatre. SeeNotes 1, 8 and 9 to our consolidated financial statements.Loss on Sale of Assets and Other. We recorded a loss on sale of assets and other of $8.1 million during 2015 compared to $15.7 million during 2014.The loss recorded during 2015 included lease termination costs, contract termination costs and the retirement of assets due to theatre remodels and closures,partially offset by gains related to lease amendments that resulted in a reduction of certain capital lease liabilities, the sale of an 33 Table of Contentsinvestment in a Taiwan joint venture, and the sale of a land parcel in the U.S. The loss recorded during 2014 was primarily due to the retirement of certaintheatre equipment that was replaced during the period, lease termination charges recorded for theatre closures and a charge for termination of a vendorcontract.Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $112.7 million for 2015 compared to $113.7 million for 2014.See Note 11 to our consolidated financial statements for further discussion of our long-term debt.Foreign Currency Exchange Loss. We recorded foreign currency exchange losses of $16.8 million during 2015 and $6.2 million during 2014 related tothe continued decline of exchange rates in certain of the international countries in which we operate. See Notes 1 and 14 to our consolidated financialstatements for discussion of foreign currency translation.Loss on Amendment to Debt Agreement. We recorded a loss of $0.9 million in 2015 related to the amendment of our senior secured credit facility. SeeNote 11 to our consolidated financial statements for discussion of our long-term debt.Distributions from NCM. We recorded distributions received from NCM of $18.1 million during 2015 and $18.5 million during 2014, which were inexcess of the carrying value of our Tranche 1 Investment. NCM did not distribute any excess cash during the second quarter of 2015 due to expenses incurredas the result of the termination of a proposed merger. See Note 6 to our consolidated financial statements.Equity in Income of Affiliates. We recorded equity in income of affiliates of $28.1 million during 2015 and $22.7 million during 2014. See Notes 6 and7 to our consolidated financial statements for information about our equity investments.Income Taxes. Income tax expense of $128.9 million was recorded for 2015 compared to $96.1 million recorded for 2014. The effective tax rate for2015 was 37.1%. The effective tax rate for 2014 was 33.1%. The effective tax rate for 2014 reflects the impact of items related to our Mexican subsidiaries.See Note 18 to our consolidated financial statements.Comparison of Years Ended December 31, 2014 and December 31, 2013Revenues. Total revenues decreased $55.9 million to $2,627.0 million for 2014 from $2,682.9 million for 2013, representing a 2.1% decrease. Thetable below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators thatimpact our revenues. U.S. Operating Segment International OperatingSegment Consolidated Year EndedDecember 31, Year EndedDecember 31, Year EndedDecember 31, 2014 2013 %Change 2014 2013 %Change 2014 2013 %Change Admissions revenues $1,220.8 $1,231.4 (0.9%) $423.4 $474.7 (10.8%) $1,644.2 $1,706.1 (3.6%) Concession revenues $635.6 $609.3 4.3% $209.8 $235.9 (11.1%) $845.4 $845.2 —% Other revenues $66.0 $59.1 11.7% $71.4 $72.5 (1.5%) $137.4 $131.6 4.4% Total revenues $1,922.4 $1,899.8 1.2% $704.6 $783.1 (10.0%) $2,627.0 $2,682.9 (2.1%) Attendance 173.9 177.2 (1.9%) 90.0 99.4 (9.5%) 263.9 276.6 (4.6%) Amounts in millions. U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 20 of ourconsolidated financial statements. 34(1)(1)(1)(2)(1)(2)(1)(3)(4) Table of Contents• U.S. The decrease in admissions revenues was primarily attributable to a 1.9% decrease in attendance, partially offset by a 1.0% increase in averageticket price from $6.95 for 2013 to $7.02 for 2014. The increase in concession revenues was primarily attributable to a 6.1% increase in concessionrevenues per patron from $3.44 for 2013 to $3.65 for 2014. Our revenues and attendance include the 32 Rave theatres acquired beginning on May 29,2013 (see Note 5 to the consolidated financial statements). The increase in average ticket price was primarily due to the pricing at acquired and newtheatres. The increase in concession revenues per patron was primarily due to price increases and incremental sales. The increase in other revenues ispartly due to a sales tax refund recorded during 2014. • International. The decrease in admissions revenues was primarily attributable to a 9.5% decrease in attendance and a 1.7% decrease in average ticketprice from $4.78 for 2013 to $4.70 for 2014. The decrease in concession revenues was primarily attributable to the 9.5% decrease in attendance and a1.7% decrease in concession revenues per patron from $2.37 for 2013 to $2.33 for 2014. The decrease in attendance was primarily due to the sale of ourMexico theatres on November 15, 2013. The decrease in average ticket price and concession revenues per patron was due to the unfavorable impact ofexchange rates in certain countries in which we operate.Cost of Operations. The table below summarizes certain of our theatre operating costs by reportable operating segment (in millions). U.S.Operating Segment International OperatingSegment Consolidated Year EndedDecember 31, Year EndedDecember 31, Year EndedDecember 31, 2014 2013 2014 2013 2014 2013 Film rentals and advertising $681.1 $687.3 $202.0 $232.2 $883.1 $919.5 Concession supplies 86.4 83.7 45.6 52.0 132.0 135.7 Salaries and wages 202.8 192.5 71.1 76.8 273.9 269.3 Facility lease expense 235.2 215.5 81.9 92.4 317.1 307.9 Utilities and other 217.2 204.5 91.2 101.2 308.4 305.7 • U.S. Film rentals and advertising costs were $681.1 million, or 55.8% of admissions revenues, for 2014 compared to $687.3 million, or 55.8% ofadmissions revenues, for 2013. Concession supplies expense was $86.4 million, or 13.6% of concession revenues, for 2014 compared to $83.7 million,or 13.7% of concession revenues, for 2013.Salaries and wages increased to $202.8 million for 2014 from $192.5 million for 2013. Facility lease expense increased to $235.2 million for 2014from $215.5 million for 2013. Utilities and other costs increased to $217.2 million for 2014 from $204.5 million for 2013. All of the above-mentionedtheatre operating costs for 2014 increased primarily due to new theatre openings and the inclusion of the 32 Rave theatres acquired on May 29, 2013(see Note 5 to the consolidated financial statements). • International. Film rentals and advertising costs were $202.0 million, or 47.7% of admissions revenues, for 2014 compared to $232.2 million, or 48.9%of admissions revenues, for 2013. The decrease in the film rentals and advertising rate for the 2014 period was primarily due to increased virtual printfees that we earn from studios on films played in our international theatres. Concession supplies expense was $45.6 million, or 21.7% of concessionrevenues, for 2014 compared to $52.0 million, or 22.0% of concession revenues, for 2013.Salaries and wages decreased to $71.1 million for 2014 from $76.8 million for 2013. Facility lease expense decreased to $81.9 million for 2014 from$92.4 for 2013. Utilities and other costs decreased to $91.2 million for 2014 from $101.2 million for 2013. All of the above-mentioned theatreoperating costs were impacted by changes in exchange rates in certain countries in which we operate and the sale of our Mexico theatres duringNovember 2013. 35 Table of ContentsGeneral and Administrative Expenses. General and administrative expenses decreased to $151.4 million for 2014 from $165.4 million for 2013. Thereduction was primarily due to the impact of changes in exchange rates in certain countries in which we operate, the sale of our Mexico theatres in November2013 and a reduction in incentive compensation expense. General and administrative expenses for 2013 also included approximately $1.5 million inseverance expense and approximately $1.8 million in share based award compensation expense related to the sale of our Mexico theatres during November2013.Depreciation and Amortization. Depreciation and amortization expense was $175.7 million for 2014 compared to $164.0 million for 2013. Theincrease was primarily due to new theatres, including the 32 Rave theatres acquired on May 29, 2013, and remodels and other improvements of existingtheatres, partially offset by the sale of our Mexico theatres during November 2013.Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $6.6 million for 2014 compared to $3.8 million for2013. Impairment charges for 2014 consisted primarily of U.S. theatre properties, impacting twelve of our twenty-six reporting units. Impairment charges for2013 were primarily related to U.S. and international theatre properties, impacting twelve of our twenty-six reporting units. The long-lived asset impairmentcharges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition,adverse changes in market demographics, or adverse changes in the development or the conditions of the areas surrounding the theatre. See Notes 1, 8 and 9to our consolidated financial statements.(Gain) Loss on Sale of Assets and Other. We recorded a loss on sale of assets and other of $15.7 million during 2014 compared to a gain of $3.9 millionduring 2013. The loss recorded during the 2014 period was primarily due to the retirement of certain theatre equipment that was replaced during the period,lease termination charges recorded for theatre closures and a charge for termination of a vendor contract. The gain recorded during 2013 included a gain of$3.5 million related to the sale of our Mexico theatres and a gain of $2.3 million related to the sale of one theatre in Argentina, both of which were partiallyoffset by the retirement of equipment replaced during the period.Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $113.7 million for 2014 compared to $124.7 million for 2013.The decrease was primarily due to the issuance of the 4.875% Senior Notes on May 24, 2013 that were used to pay off, on June 24, 2013, the previouslyissued 8.625% Senior Notes. See Note 11 to our consolidated financial statements for further discussion of our long-term debt.Loss on Early Retirement of Debt. We recorded a loss on early retirement of debt of approximately $72.3 million during 2013 as a result of theredemption of Cinemark USA, Inc.’s 8.625% Senior Notes on June 24, 2013. The loss on early retirement of debt included approximately $56.6 million for amake-whole premium paid, the write-off of approximately $8.0 million in unamortized bond discount, the write-off of $7.6 million in unamortized debt issuecosts and the payment of $0.1 million of other fees. See Note 11 to our consolidated financial statements for further discussion of our long-term debt.Distributions from NCM. We recorded distributions received from NCM of $18.5 million during 2014 and $20.7 million during 2013, which were inexcess of the carrying value of our Tranche 1 Investment. See Note 6 to our consolidated financial statements.Equity in Income of Affiliates. We recorded equity in income of affiliates of $22.7 million during 2014 and $22.7 million during 2013. See Notes 6 and7 to our consolidated financial statements for information about our equity investments.Income Taxes. Income tax expense of $96.1 million was recorded for 2014 compared to $113.3 million recorded for 2013. The effective tax rate for2014 was 33.1%. The effective tax rate for 2013 was 42.9%. See Note 18 to our consolidated financial statements. 36 Table of ContentsLiquidity and Capital ResourcesOperating ActivitiesWe primarily collect our revenues in cash, mainly through box office receipts and the sale of concessions. In addition, nearly all of our theatres providethe patron a choice of using a credit card, debit card or advanced-sale type certificates such as a gift card, in place of cash. Because our revenues are receivedin cash prior to the payment of related expenses, we have an operating “float” and historically have not required traditional working capital financing. Cashprovided by operating activities amounted to $309.7 million, $454.6 million, and $455.9 million for the years ended December 31, 2013, 2014 and 2015,respectively. Cash provided by operating activities was lower in 2013 primarily due to the make-whole premium of $56.6 million paid to redeem the 8.625%Senior Notes, which was included in net income.Investing ActivitiesOur investing activities have been principally related to the development, remodel and acquisition of theatres. New theatre openings and acquisitionshistorically have been financed with internally generated cash and by debt financing, including borrowings under our senior secured credit facility. Cashused for investing activities amounted to $364.7 million, $253.3 million, and $328.1 million for the years ended December 31, 2013, 2014 and 2015,respectively. Cash used for investing activities for the year ended December 31, 2013 included the acquisition of theatres in the U.S. for approximately$259.2 million and proceeds of approximately $126.2 million from the sale of our theatres in Mexico. The increase in cash used for investing activitiesduring 2015 is primarily due to increased capital expenditures.Cash capital expenditures for the years ended December 31, 2013, 2014 and 2015 were as follows (in millions): Period NewTheatres ExistingTheatres Total Year Ended December 31, 2013 $134.7 $125.0 $259.7 Year Ended December 31, 2014 $104.7 $140.0 $244.7 Year Ended December 31, 2015 $132.4 $199.3 $331.7 The amount for the year ended December 31, 2015 includes approximately $26.3 million for the purchase of our corporate headquarters building inPlano, TX.Our U.S. theatre circuit consisted of 4,518 screens as of December 31, 2015. We built nine new theatres and 99 screens and closed seven theatres with80 screens during the year ended December 31, 2015. At December 31, 2015, we had signed commitments to open seven new theatres and 70 screens indomestic markets during 2016 and open five new theatres with 59 screens subsequent to 2016. We estimate the remaining capital expenditures for thedevelopment of these 129 domestic screens will be approximately $73 million.Our international theatre circuit consisted of 1,278 screens as of December 31, 2015. We built 13 new theatres and 83 screens, acquired three theatreswith 19 screens and closed one screen during the year ended December 31, 2015. At December 31, 2015, we had signed commitments to open six newtheatres and 45 screens in international markets during 2016 and open two theatres and 17 screens subsequent to 2016. We estimate the remaining capitalexpenditures for the development of these 62 international screens will be approximately $39 million.Actual expenditures for continued theatre development and acquisitions are subject to change based upon the availability of attractive opportunities.We plan to fund capital expenditures for our continued development with cash flow from operations, borrowings under our senior secured credit facility, andproceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate. 37(a)(a) Table of ContentsFinancing ActivitiesCash used for financing activities was $76.2 million, $146.8 million, and $151.1 million during the years ended December 31, 2013, 2014 and 2015,respectively. See Note 4 to the consolidated financial statements for a summary of dividends declared and paid during the years ended December 31, 2013,2014 and 2015. Cash used for financing activities for the year ended December 31, 2013 included proceeds from the issuance of Cinemark USA, Inc.’s4.875% Senior Notes, partially offset by the redemption of Cinemark USA, Inc.’s 8.625% Senior Notes. See below for further information regarding thesetransactions.We, at the discretion of the board of directors and subject to applicable law, anticipate paying regular quarterly dividends on our common stock. Theamount, if any, of the dividends to be paid in the future will depend upon our then available cash, anticipated cash needs, overall financial condition, loanagreement restrictions as discussed below, future prospects for earnings and cash flows, as well as other relevant factors.We may from time to time, subject to compliance with our debt instruments, purchase our debt securities on the open market depending upon theavailability and prices of such securities.Long-term debt consisted of the following as of December 31, 2014 and 2015 (in millions): As ofDecember 31, 2014 2015 Cinemark USA, Inc. term loan $686.0 $679.0 Cinemark USA, Inc. 7.375% senior subordinated notes due 2021 200.0 200.0 Cinemark USA, Inc. 5.125% senior notes due 2022 400.0 400.0 Cinemark USA, Inc. 4.875% senior notes due 2023 530.0 530.0 Other 7.0 5.6 Total long-term debt $1,823.0 $1,814.6 Less current portion 8.4 8.4 Subtotal long-term debt, less current portion $1,814.6 $1,806.2 Less: Debt issuance costs 31.4 33.3 Long-term debt, less current portion, net of debt issuance costs $1,783.2 $1,772.9 As of December 31, 2015, we had $100.0 million in available borrowing capacity on our revolving credit line.As of December 31, 2015, our long-term debt obligations, scheduled interest payments on long-term debt, future minimum lease obligations undernon-cancelable operating and capital leases, scheduled interest payments under capital leases and other obligations for each period indicated are summarizedas follows: Payments Due by Period (in millions) Contractual Obligations Total Less ThanOne Year 1 - 3 Years 3 - 5 Years After 5 Years Long-term debt $1,814.6 $8.4 $16.8 $15.4 $1,774.0 Scheduled interest payments on long-term debt $557.8 84.3 167.7 166.5 139.3 Operating lease obligations $1,699.9 248.5 446.7 343.2 661.5 Capital lease obligations $227.7 18.8 40.0 45.8 123.1 Scheduled interest payments on capital leases $96.1 16.4 27.7 20.0 32.0 Purchase and other commitments $157.5 117.5 37.6 2.2 0.2 Current liability for uncertain tax positions $9.2 9.2 — — — Total obligations $4,562.8 $503.1 $736.5 $593.1 $2,730.1 Amounts are presented before adjusting for debt issuance costs. 38(1) (2) (3) (4)(1) Table of Contents Amounts include scheduled interest payments on fixed rate and variable rate debt agreements. Estimates for the variable rate interest payments werebased on interest rates in effect on December 31, 2015. The average interest rates in effect on our fixed rate and variable rate debt are 5.3% and 3.4%,respectively, as of December 31, 2015. Includes estimated capital expenditures associated with the construction of new theatres to which we were committed as of December 31, 2015,obligations under employment agreements and minimum contractual purchase commitments. The contractual obligations table excludes the long-term portion of our liability for uncertain tax positions of $7.9 million because we cannot make areliable estimate of the timing of the related cash payments.Off-Balance Sheet ArrangementsOther than the operating leases and purchase and other commitments disclosed in the tables above, we do not have any off-balance sheet arrangements.Senior Secured Credit FacilityCinemark USA, Inc. has a senior secured credit facility that includes a seven year $700.0 million term loan and a five year $100.0 million revolvingcredit line, or the Senior Secured Credit Facility. On May 8, 2015, Cinemark USA, Inc. amended the Senior Secured Credit Facility to extend the maturity ofthe term loan from December 2019 to May 2022. Quarterly principal payments in the amount of $1.75 million are due on the term loan through March 31,2022, with the remaining principal of $635.3 million due on May 8, 2022. The maturity date for the revolving credit line, which is December 2017, did notchange.Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the higher of (1) the prime lending rate as set forth on theBritish Banking Association Telerate page 5, or (2) the federal funds effective rate from time to time plus 0.50%, plus a margin of 2.0% per annum, or (B) a“eurodollar rate” plus a margin of 3.0% per annum. Interest on the revolving credit line accrues, at Cinemark USA, Inc.’s option, at: (A) a base rate equal tothe higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5 and (2) the federal funds effective rate from time totime plus 0.50%, plus a margin that ranges from 1.00% to 1.75% per annum, or (B) a “eurodollar rate” plus a margin that ranges from 2.00% to 2.75% perannum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the credit agreement.Cinemark USA, Inc.’s obligations under the Senior Secured Credit Facility are guaranteed by Cinemark Holdings, Inc. and certain of Cinemark USA,Inc.’s domestic subsidiaries and are secured by mortgages on certain fee and leasehold properties and security interests in substantially all of Cinemark USA,Inc.’s and the guarantors’ personal property, including, without limitation, pledges of all of Cinemark USA, Inc.’s capital stock, all of the capital stock ofcertain of Cinemark USA, Inc.’s domestic subsidiaries and 65% of the voting stock of certain of its foreign subsidiaries.The Senior Secured Credit Facility contains usual and customary negative covenants for agreements of this type, including, but not limited to,restrictions on Cinemark USA, Inc.’s ability, and in certain instances, its subsidiaries’ and Cinemark Holdings, Inc.’s ability, to consolidate or merge orliquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; paydividends, and repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving creditline, it is required to satisfy a consolidated net senior secured leverage ratio covenant as determined in accordance with the Senior Secured Credit Facility.The dividend restriction contained in the Senior Secured Credit Facility prevents the Company and any of its subsidiaries from paying a dividend orotherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be indefault, under the Senior 39(2)(3)(4) Table of ContentsSecured Credit Facility; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made sinceDecember 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalentsreceived by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDAminus 1.75 times its consolidated interest expense, each as defined in the Senior Secured Credit Facility, and (c) certain other defined amounts. As ofDecember 31, 2015, Cinemark USA, Inc. could have distributed up to approximately $1,905.1 million to its parent company and sole stockholder, CinemarkHoldings, Inc., under the terms of the Senior Secured Credit Facility, subject to its available cash and other borrowing restrictions outlined in the agreement.At December 31, 2015, there was $679.0 million outstanding under the term loan and no borrowings outstanding under the revolving credit line.Cinemark USA, Inc. had $100.0 million in available borrowing capacity on the revolving credit line. The average interest rate on outstanding term loanborrowings under the Senior Secured Credit Facility at December 31, 2015 was approximately 3.6% per annum.Cinemark USA, Inc. 4.875% Senior NotesOn May 24, 2013, Cinemark USA, Inc. issued $530.0 million aggregate principal amount of 4.875% senior notes due 2023, at par value, or the 4.875%Senior Notes. Proceeds, after payment of fees, were used to finance a redemption of the 8.625% Senior Notes due 2019, discussed below. Interest on the4.875% Senior Notes is payable on June 1 and December 1 of each year, beginning December 1, 2013. The 4.875% Senior Notes mature on June 1, 2023.The 4.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’ssubsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 4.875% Senior Notes and theguarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and futuresenior unsecured debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior subordinated debt. The4.875% Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to theextent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s senior secured credit facility. The 4.875% SeniorNotes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do notguarantee the 4.875% Senior Notes.The indenture to the 4.875% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,079.7 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture tothe 4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in theindenture governing the 4.875% Senior Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 4.875% Senior Notes at a price equalto 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the4.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after givingeffect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratioas of December 31, 2015 was approximately 7.7 to 1. 40 Table of ContentsPrior to June 1, 2018, Cinemark USA, Inc. may redeem all or any part of the 4.875% Senior Notes at its option at 100% of the principal amount plus amake-whole premium plus accrued and unpaid interest on the 4.875% Senior Notes to the date of redemption. After June 1, 2018, Cinemark USA, Inc. mayredeem the 4.875% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to June 1, 2016, Cinemark USA, Inc.may redeem up to 35% of the aggregate principal amount of the 4.875% Senior Notes from the net proceeds of certain equity offerings at the redemptionprice set forth in the indenture.Cinemark USA, Inc. 5.125% Senior NotesOn December 18, 2012, Cinemark USA, Inc. issued $400.0 million aggregate principal amount of 5.125% senior notes due 2022, at par value, or the5.125% Senior Notes. A portion of the proceeds were used to refinance a portion of the former senior secured credit facility and to fund the purchase price forthe Rave Acquisition (see Note 5 to the consolidated financial statements). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 ofeach year, beginning June 15, 2013. The 5.125% Senior Notes mature on December 15, 2022.The 5.125% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’ssubsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.125% Senior Notes and theguarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and futuresenior unsecured debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantor’s existing and future subordinated debt. The 5.125%Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to the extentof the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s senior secured credit facility. The 5.125% Senior Notesand the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guaranteethe 5.125% Senior Notes.The indenture to the 5.125% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,084.0 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture tothe 5.125% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in theindenture governing the 5.125% Senior Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 5.125% Senior Notes at a price equalto 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the5.125% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after givingeffect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratioas of December 31, 2015 was approximately 7.7 to 1.Prior to December 15, 2017, Cinemark USA, Inc. may redeem all or any part of the 5.125% Senior Notes at its option at 100% of the principal amountplus a make-whole premium. After December 15, 2017, Cinemark USA, Inc. may redeem the 5.125% Senior Notes in whole or in part at redemption pricesdescribed in the 5.125% Senior Notes. In addition, Cinemark USA, Inc. may redeem up to 35% of the aggregate principal amount of the 5.125% Senior Notesfrom the net proceeds of certain equity offerings at the redemption price set forth in the 5.125% Senior Notes. 41 Table of ContentsCinemark USA, Inc. 7.375% Senior Subordinated NotesOn June 3, 2011, Cinemark USA, Inc. issued $200.0 million aggregate principal amount of 7.375% senior subordinated notes due 2021, at par value, orthe Senior Subordinated Notes. Interest on the Senior Subordinated Notes is payable on June 15 and December 15 of each year. The Senior SubordinatedNotes mature on June 15, 2021.The Senior Subordinated Notes are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by certain ofCinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s other debt. The SeniorSubordinated Notes and the guarantees are senior subordinated unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’sand a guarantor’s future senior subordinated indebtedness; are subordinate in right of payment to all of Cinemark USA, Inc.’s and a guarantor’s existing andfuture senior indebtedness, whether secured or unsecured, including Cinemark USA, Inc.’s obligations under its Senior Secured Credit Facility, its 5.125%Senior Notes and 4.875% Senior Notes; and structurally subordinate to all existing and future indebtedness and other liabilities of Cinemark USA, Inc.’s non-guarantor subsidiaries.The indenture to the Senior Subordinated Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,072.8 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture tothe Senior Subordinated Notes, subject to its available cash and other borrowing restrictions outlined in the indenture governing the Senior SubordinatedNotes. Upon a change of control, as defined in the indenture, Cinemark USA, Inc. would be required to make an offer to repurchase the Senior SubordinatedNotes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. Theindenture allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to theincurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1, and our actual ratio as ofDecember 31, 2015 was approximately 7.7 to 1.Prior to June 15, 2016, Cinemark USA, Inc. may redeem all or any part of the Senior Subordinated Notes at its option at 100% of the principal amountplus a make-whole premium plus accrued and unpaid interest on the senior subordinated notes to the date of redemption. After June 15, 2016, Cinemark USA,Inc. may redeem the Senior Subordinated Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to June 15, 2014,Cinemark USA, Inc. may redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes from the net proceeds of certain equityofferings at the redemption price set forth in the indenture.Cinemark USA, Inc. 8.625% Senior NotesOn June 29, 2009, Cinemark USA, Inc. issued $470.0 million aggregate principal amount of 8.625% senior notes due 2019, or the 8.625% SeniorNotes, with an original issue discount of $11.5 million, resulting in proceeds of approximately $458.5 million. On June 24, 2013, Cinemark USA, Inc.redeemed its 8.625% Senior Notes at 112.035% of the principal amount, inclusive of a make-whole premium, plus accrued and unpaid interest, utilizing theproceeds from the issuance of the 4.875% Senior Notes discussed above.Covenant ComplianceAs of December 31, 2015, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt. 42 Table of ContentsRatingsWe are rated by nationally recognized rating agencies. The rating scales and methodologies used to derive individual ratings may vary from agency toagency. Credit ratings are issued by credit rating agencies based on evaluations of our ability to pay back our outstanding debt and the likelihood that wewould default on that debt prior to its maturity. The credit ratings issued by the credit rating agencies represent the credit rating agency’s evaluation of bothqualitative and quantitative information for our company. The credit ratings that are issued are based on the credit rating agency’s judgment and experiencein determining what information should be considered in giving a rating to a particular company. Ratings are always subject to change and there can be noassurance that our current ratings will continue for any given period of time. A downgrade of our debt ratings, depending on the extent, could increase thecost to borrow funds. Below are our current credit ratings. Category Moody’s Standard and Poor’sCinemark USA, Inc. Senior Secured Credit Facility Ba1 BBB-Cinemark USA, Inc. 4.875% Senior Notes B2 BBCinemark USA, Inc. 5.125% Senior Notes B2 BBCinemark USA, Inc. 7.375% Senior Subordinated Notes B3 B+With respect to the ratings issued by Moody’s as noted above, Moody’s defines these ratings as follows: • ‘Ba1’ — Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. The Prime-1 rating indicates the issuer has asuperior ability to repay short-term debt. • ‘B2’ — Obligations rated B are considered speculative and are subject to high credit risk. The Prime-2 portion of the rating indicates issuer has astrong ability to repay short-term debt. • ‘B3’ — Obligations rated B are considered speculative and are subject to high credit risk. The Prime-3 portion of the rating indicates issuer hasan acceptable ability to repay short-term debt.With respect to the ratings issued by Standard and Poor’s as noted above, Standard and Poor’s defines these ratings as follows: • BBB — An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstancesare more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. • BB — An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties orexposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financialcommitment on the obligation. • B — An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet itsfinancial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity orwillingness to meet its financial commitment on the obligation.New Accounting PronouncementsIn January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-01, Income Statement —Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, (“ASU2015-01”). ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. With this update, there is no longer a need to segregate extraordinaryitems from the results of ordinary operations, separately present an extraordinary item on its income statement, net of tax, after income from continuingoperations or disclose income taxes and earnings per share data applicable to an extraordinary item. However, presentation and disclosure requirements foritems that are unusual in nature and occur infrequently still apply. ASU 2015-01 is effective for fiscal years beginning after December 15, 2015. Earlyadoption is permitted. We have elected to early adopt ASU 2015-01, which had no impact on our consolidated financial statements. 43 Table of ContentsIn February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis,(“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically,ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities,eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that areinvolved with certain VIEs. ASU 2015-02 also provides a scope exception from consolidation guidance for reporting entities with interests in legal entitiesthat are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 forregistered money market funds. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We are currentlyevaluating the impact of ASU 2015-02 on our consolidated financial statements.In April 2015, the FASB issued Accounting Standards Update 2015-03 Interest — Imputation of Interest (Subtopic 835-30): Simplifying thePresentation of Debt Issuance Costs (“ASU 2015-03”). The update changes the presentation of debt issuance costs for term debt in the balance sheet byrequiring the debt issuance costs be presented as a direct deduction from the related debt liability, rather than recorded as an asset. This guidance is effectivefor periods beginning after December 15, 2015, and interim periods within those annual periods applied retrospectively. Early adoption is permitted. Weadopted this guidance in the fourth quarter of fiscal year 2015. Debt issuance costs associated with long-term debt, net of accumulated amortization, were$31.4 million and $33.2 million as of December 31, 2014 and 2015, respectively. The balance sheet as of December 31, 2014 has been recast to reflect thereclassification of debt issuances costs, net of accumulated amortization, from deferred charges and other assets — net to a reduction of long-term debt, lesscurrent portion.In April 2015, the FASB issued Accounting Standards Update 2015-05, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement, (“ASU 2015-05”). ASU 2015-05 provides guidance to customers aboutwhether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer shouldaccount for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement doesnot include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’saccounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within thescope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for fiscal years beginning afterDecember 15, 2015. Early adoption is permitted. We have elected to early adopt ASU 2015-05, which had no impact on our consolidated financialstatements.In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, (“ASU 2015-11”). ASU 2015-11 affects reporting entities that measure inventory using first-in, first-out (FIFO) or average cost. Specifically, ASU 2015-11 requires thatinventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or theretail inventory method. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We do not expect ASU2015-11 to have an impact on our consolidated financial statements.In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of theEffective Date, (“ASU 2015-14”). ASU 2015-14 defers the effective date of Accounting Standards Update 2014-09: Revenue from Contracts with Customers(Topic 606), (“ASU 2014-09). The guidance in ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, includinginterim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016,including interim reporting periods within that reporting period. We are currently evaluating the impact of ASU 2014-09, as amended by ASU 2015-14, onour consolidated financial statements. 44 Table of ContentsIn August 2015, the FASB issued Accounting Standards Update 2015-15, Interest — Imputation of Interest (Subtopic 835-30): Presentation andSubsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, (“ASU 2015-15”). ASU 2015-15 adds clarification to theguidance presented in ASU 2015-03, as that guidance did not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. We adopted this ASU along with the original guidance in ASU 2015-03 discussed above. The guidance in this ASU did not have animpact on our consolidated financial statements.In September 2015, the FASB issued Accounting Standards Update 2015-16, Business Combinations (Topic 805): Simplifying the Accounting forMeasurement-Period Adjustments, (“ASU 2015-16”). ASU 2015-16 was issued to simplify the accounting for adjustments made to provisional amountsrecognized in a business combination and eliminates the requirement to retrospectively account for such adjustments. ASU 2015-16 requires an entity topresent separately on the face of the income statement, or disclose in the notes, amounts recorded in current period earnings that would have been recorded inprevious reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, theamendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should beapplied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements thathave not been issued. We do not expect ASU 2015-16 to have a significant impact on our consolidated financial statements.In November 2015, the FASB issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of DeferredTaxes, (“ASU 2015-17”). ASU 2015-17 was issued to simplify the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax liabilitiesand assets be classified as noncurrent in a classified balance sheet. However, the requirement that deferred tax liabilities and assets of a tax-paying componentof an entity be offset and presented as a single amount is not affected. For public business entities, the amendments are effective for fiscal years beginningafter December 15, 2016, including interim periods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interimor annual reporting period. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively toall periods presented. We adopted this guidance in the fourth quarter of fiscal year 2015 and elected the prospective approach. Therefore, deferred taxes as ofDecember 31, 2015 are recorded as long-term deferred tax assets and long-term deferred tax liabilities on the balance sheet. Balances as of December 31, 2014have not been recast.In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition andMeasurement of Financial Assets and Financial Liabilities, (“ASU 2016-01”). ASU 2016-01 address certain aspects of recognition, measurement,presentation, and disclosure of financial instruments. The guidance in ASU 2016-01 is effective for annual reporting periods beginning after December 15,2017, including interim reporting periods within that reporting period. Early adoption is permitted for financial statements of fiscal years that have not beenpreviously issued. We are currently evaluating the impact of ASU 2016-01 on our consolidated financial statements.SeasonalityOur revenues have historically been seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, the mostsuccessful motion pictures have been released during the summer, extending from May to July, and during the holiday season, extending from earlyNovember through year-end. The unexpected emergence of a hit film during other periods can alter this seasonality trend. The timing and quality of such filmreleases can have a significant effect on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter orfor the same period in the following year.Item 7A. Quantitative and Qualitative Disclosures About Market RiskWe have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates. 45 Table of ContentsInterest Rate RiskWe are currently party to variable rate debt facilities. An increase or decrease in interest rates would affect our interest expense relating to our variablerate debt facilities. At December 31, 2015, there was an aggregate of approximately $579.0 million of variable rate debt outstanding under these facilities,which excludes $100.0 million of Cinemark USA, Inc.’s term loan debt that is hedged with the Company’s interest rate swap agreement discussed below.Based on the interest rates in effect on the variable rate debt outstanding at December 31, 2015, a 100 basis point increase in market interest rates wouldincrease our annual interest expense by approximately $5.8 million.Our interest rate swap agreement qualifies for cash flow hedge accounting. The fair value of the interest rate swap is recorded on our consolidatedbalance sheet as an asset or liability with the effective portion of the interest rate swap’s gains or losses reported as a component of accumulated othercomprehensive loss and the ineffective portion reported in earnings. Below is a summary of our interest rate swap agreement as of December 31, 2015: Nominal Amount(in millions) Effective Date Pay Rate Receive Rate Expiration Date$ 100.0 November 2011 1.7150% 1-month LIBOR April 2016The table below provides information about our fixed rate and variable rate long-term debt agreements as of December 31, 2015: Expected Maturity for the Twelve-Month Periods Ending December 31,(in millions) AverageInterestRate 2016 2017 2018 2019 2020 Thereafter Total Fair Value Fixed rate $1.4 $1.4 $1.4 $1.4 $— $1,230.0 $1,235.6 $1,229.5 5.3% Variable rate 7.0 7.0 7.0 7.0 7.0 544.0 579.0 576.8 3.4% Total debt $8.4 $8.4 $8.4 $8.4 $7.0 $1,774.0 $1,814.6 $1,806.3 Includes $100.0 million of the Cinemark USA, Inc. term loan, which represents the debt currently hedged with the Company’s interest rate swapagreement. Amounts are presented before adjusting for debt issuance costs.Foreign Currency Exchange Rate RiskWe are also exposed to market risk arising from changes in foreign currency exchange rates as a result of our international operations. Generally, weexport from the U.S. certain of the equipment and interior finish items and other operating supplies used by our international subsidiaries. A majority of therevenues and operating expenses of our international subsidiaries are transacted in the country’s local currency. U.S. GAAP requires that our subsidiaries usethe currency of the primary economic environment in which they operate as their functional currency. If our subsidiaries operate in a highly inflationaryeconomy, U.S. GAAP requires that the U.S. dollar be used as the functional currency for the subsidiary. Currency fluctuations in the countries in which weoperate result in us reporting exchange gains (losses) or foreign currency translation adjustments. Based upon our equity ownership in our internationalsubsidiaries as of December 31, 2015, holding everything else constant, a 10% immediate, simultaneous, unfavorable change in all of the foreign currencyexchange rates to which we are exposed, would decrease the aggregate net book value of our investments in our international subsidiaries by approximately$30 million and would decrease the aggregate net income of our international subsidiaries for the years ended December 31, 2013, 2014 and 2015 byapproximately $7 million, $8 million and $7 million, respectively. 46(1)(2)(1)(2) Table of ContentsItem 8. Financial Statements and Supplementary DataThe financial statements and supplementary data are listed on the Index on page F-1 of this Form 10-K. Such financial statements and supplementarydata are included herein beginning on page F-3.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresEvaluation of the Effectiveness of Disclosure Controls and ProceduresAs of December 31, 2015, under the supervision and with the participation of our principal executive officer and principal financial officer, we carriedout an evaluation required by the Exchange Act of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule13a-15(e) of the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31,2015, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports thatwe file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms andwere effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principalexecutive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.Changes in Internal Control over Financial ReportingThere have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) ofExchange Act Rules 13a-15 that occurred during the quarter ended December 31, 2015 that materially affected, or are reasonably likely to materially affect,our internal control over financial reporting.Management’s Report on Internal Control over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of theExchange Act. The Company’s internal control framework and processes are designed to provide reasonable assurance to management and the board ofdirectors regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements in accordance with theaccounting principles generally accepted in the U.S. Management has assessed the effectiveness of our internal control over financial reporting as ofDecember 31, 2015 based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control —Integrated Framework (2013). As a result of this assessment, management concluded that, as of December 31, 2015, our internal control over financialreporting was effective.Certifications of our Chief Executive Officer and our Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Exchange Act,are attached as exhibits to this Annual Report. This “Controls and Procedures” section includes the information concerning the controls evaluation referredto in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.The Company’s independent registered public accounting firm, Deloitte & Touche LLP, with direct access to the Company’s board of directorsthrough its Audit Committee, have audited the consolidated financial statements prepared by the Company. Their report on the consolidated financialstatements is included in Part II, Item 8, Financial Statements and Supplementary Data. Deloitte & Touche LLP has issued an attestation report on 47 Table of Contentsthe Company’s internal control over financial reporting. Deloitte & Touche LLP’s report on the Company’s internal control over financial reporting isincluded herein.Limitations on ControlsManagement does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errorsor fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will notoccur or that all control issues and instances of fraud, if any, within the Company have been detected.Item 9B. Other InformationNone. 48 Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors ofCinemark Holdings, Inc.Plano, TexasWe have audited the internal control over financial reporting of Cinemark Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2015, basedon criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on thecriteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 24, 2016expressed an unqualified opinion on those financial statements and financial statement schedule./s/ Deloitte & Touche LLPDallas, TexasFebruary 24, 2016 49 Table of ContentsPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the headings “Election of Directors”, “Section16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance” and “Executive Officers”) to be held on May 26, 2016 and to be filed with theSEC within 120 days after December 31, 2015.Item 11. Executive CompensationIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Executive Compensation”) to beheld on May 26, 2016 and to be filed with the SEC within 120 days after December 31, 2015.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the headings “Security Ownership of CertainBeneficial Owners and Management”) to be held on May 26, 2016 and to be filed with the SEC within 120 days after December 31, 2015.Item 13. Certain Relationships and Related Transactions, and Director IndependenceIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Certain Relationships andRelated Party Transactions” and “Corporate Governance”) to be held on May 26, 2016 and to be filed with the SEC within 120 days after December 31,2015.Item 14. Principal Accounting Fees and ServicesIncorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Board Committees — AuditCommittee — Fees Paid to Independent Registered Public Accounting Firm”) to be held on May 26, 2016 and to be filed with the SEC within 120 days afterDecember 31, 2015.PART IVItem 15. Exhibits, Financial Statement Schedules(a) Documents Filed as Part of this Report 1.The financial statement schedules and related data listed in the accompanying Index beginning on page F-1 are filed as a part of this report. 2.The exhibits listed in the accompanying Index beginning on page E-1 are filed as a part of this report.(b) ExhibitsSee the accompanying Index beginning on page E-1.(c) Financial Statement SchedulesSchedule I — Condensed Financial Information of Registrant beginning on page S-1.All schedules not identified above have been omitted because they are not required, are not applicable or the information is included in theconsolidated financial statements or notes contained in this report. 50 Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. Dated: February 24, 2016 CINEMARK HOLDINGS, INC. BY: /s/ Mark Zoradi Mark Zoradi Chief Executive Officer BY: /s/ Sean Gamble Sean Gamble Chief Financial Officer andPrincipal Accounting OfficerPOWER OF ATTORNEYEach person whose signature appears below hereby severally constitutes and appoints Mark Zoradi and Sean Gamble his true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Reporton Form 10-K and to file the same, with accompanying exhibits and other related documents, with the Securities and Exchange Commission, and ratify andconfirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue of said appointment.Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated. Name Title Date/s/ Lee Roy MitchellLee Roy Mitchell Chairman of the Board of Directors and Director February 24, 2016/s/ Mark ZoradiMark Zoradi Chief Executive Officer and Director(principal executive officer) February 24, 2016/s/ Sean GambleSean Gamble Chief Financial Officer (principal financial and accounting officer) February 24, 2016/s/ Tim WarnerTim Warner Vice Chairman and Director February 24, 2016/s/ Benjamin D. ChereskinBenjamin D. Chereskin Director February 24, 2016/s/ Enrique F. SeniorEnrique F. Senior Director February 24, 2016/s/ Raymond W. SyufyRaymond W. Syufy Director February 24, 2016 51 Table of ContentsName Title Date/s/ Carlos M. SepulvedaCarlos M. Sepulveda Director February 24, 2016/s/ Donald G. SoderquistDonald G. Soderquist Director February 24, 2016/s/ Steven RosenbergSteven Rosenberg Director February 24, 2016/s/ Nina VacaNina Vaca Director February 24, 2016/s/ Darcy AntonellisDarcy Antonellis Director February 24, 2016 52 Table of ContentsSUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TOSECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTEREDSECURITIES PURSUANT TO SECTION 12 OF THE ACT.No annual report or proxy material has been sent to our stockholders. An annual report and proxy material may be sent to our stockholders subsequentto the filing of this Form 10-K. We shall furnish to the SEC copies of any annual report or proxy material that is sent to our stockholders. Table of ContentsINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets, December 31, 2014 and 2015 F-3 Consolidated Statements of Income for the Years Ended December 31, 2013, 2014 and 2015 F-4 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2014 and 2015 F-5 Consolidated Statements of Equity for the Years Ended December 31, 2013, 2014 and 2015 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015 F-7 Notes to Consolidated Financial Statements F-8 F-1 Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors ofCinemark Holdings, Inc.Plano, TexasWe have audited the accompanying consolidated balance sheets of Cinemark Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period endedDecember 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financialstatement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financialstatement schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cinemark Holdings, Inc. andsubsidiaries as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financialstatement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, theinformation set forth therein.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2016 expressed an unqualified opinion on theCompany’s internal control over financial reporting./s/ Deloitte & Touche LLPDallas, TexasFebruary 24, 2016 F-2 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands, except share data) December 31,2014 December 31,2015 Assets Current assets Cash and cash equivalents $638,869 $588,539 Inventories 13,419 15,954 Accounts receivable 47,917 74,287 Current income tax receivable 19,350 22,877 Current deferred tax asset 10,518 — Prepaid expenses and other 10,937 13,494 Total current assets 741,010 715,151 Theatre properties and equipment Land 95,699 95,479 Buildings 416,680 453,034 Property under capital lease 313,277 336,666 Theatre furniture and equipment 878,453 929,180 Leasehold interests and improvements 844,983 873,032 Total 2,549,092 2,687,391 Less accumulated depreciation and amortization 1,098,280 1,182,322 Theatre properties and equipment, net 1,450,812 1,505,069 Other assets Goodwill 1,277,383 1,247,548 Intangible assets — net 348,024 339,644 Investment in NCM 178,939 183,755 Investments in and advances to affiliates 77,658 94,973 Long-term deferred tax asset 164 2,114 Deferred charges and other assets — net (see Note 2) 46,571 38,243 Total other assets 1,928,739 1,906,277 Total assets $4,120,561 $4,126,497 Liabilities and equity Current liabilities Current portion of long-term debt $8,423 $8,405 Current portion of capital lease obligations 16,494 18,780 Current income tax payable 6,396 7,332 Current deferred tax liability 75 — Current liability for uncertain tax positions 7,283 9,155 Accounts payable 119,172 108,844 Accrued film rentals 86,250 97,172 Accrued payroll 37,457 45,811 Accrued property taxes 29,925 31,719 Accrued other current liabilities 102,932 112,575 Total current liabilities 414,407 439,793 Long-term liabilities Long-term debt, less current portion (see Note 2) 1,783,155 1,772,930 Capital lease obligations, less current portion 201,978 208,952 Long-term deferred tax liability 140,973 139,905 Long-term liability for uncertain tax positions 8,410 7,853 Deferred lease expenses 46,003 43,333 Deferred revenue — NCM 335,219 342,134 Other long-term liabilities 67,287 60,784 Total long-term liabilities 2,583,025 2,575,891 Commitments and contingencies (see Note 19) Equity Cinemark Holdings, Inc.‘s stockholders’ equity Common stock, $0.001 par value: 300,000,000 shares authorized; 119,757,582 shares issued and 115,700,447 shares outstanding at December 31, 2014 and 120,107,563 shares issued and 115,924,059shares outstanding at December 31, 2015 120 120 Additional paid-in-capital 1,095,040 1,113,219 Treasury stock, 4,057,135 and 4,183,504 common shares at cost at December 31, 2014 and December 31, 2015, respectively (61,807) (66,577) Retained earnings 224,219 324,632 Accumulated other comprehensive loss (144,772) (271,686) Total Cinemark Holdings, Inc.‘s stockholders’ equity 1,112,800 1,099,708 Noncontrolling interests 10,329 11,105 Total equity 1,123,129 1,110,813 Total liabilities and equity $4,120,561 $4,126,497 The accompanying notes are an integral part of the consolidated financial statements. F-3 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOMEYEARS ENDED DECEMBER 31, 2013, 2014 AND 2015(In thousands, except per share data) 2013 2014 2015 Revenues Admissions $1,706,145 $1,644,169 $1,765,519 Concession 845,168 845,376 936,970 Other 131,581 137,445 150,120 Total revenues 2,682,894 2,626,990 2,852,609 Cost of operations Film rentals and advertising 919,511 883,052 976,590 Concession supplies 135,715 131,985 144,270 Salaries and wages 269,353 273,880 301,099 Facility lease expense 307,851 317,096 319,761 Utilities and other 305,703 308,445 324,851 General and administrative expenses 165,351 151,444 156,736 Depreciation and amortization 163,970 175,656 189,206 Impairment of long-lived assets 3,794 6,647 8,801 (Gain) loss on sale of assets and other (3,845) 15,715 8,143 Total cost of operations 2,267,403 2,263,920 2,429,457 Operating income 415,491 363,070 423,152 Other income (expense) Interest expense (124,714) (113,698) (112,741) Interest income 3,622 5,599 8,708 Foreign currency exchange loss (1,616) (6,192) (16,793) Loss on amendment to debt agreement — — (925) Loss on early retirement of debt (72,302) — — Distributions from NCM 20,701 18,541 18,140 Equity in income of affiliates 22,682 22,743 28,126 Total other expense (151,627) (73,007) (75,485) Income before income taxes 263,864 290,063 347,667 Income taxes 113,316 96,064 128,939 Net income 150,548 193,999 218,728 Less: Net income attributable to noncontrolling interests 2,078 1,389 1,859 Net income attributable to Cinemark Holdings, Inc. $148,470 $192,610 $216,869 Weighted average shares outstanding Basic 113,896 114,653 115,080 Diluted 114,396 114,966 115,399 Earnings per share attributable to Cinemark Holdings, Inc.‘s common stockholders: Basic $1.28 $1.66 $1.87 Diluted $1.28 $1.66 $1.87 The accompanying notes are an integral part of the consolidated financial statements. F-4 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2013, 2014 AND 2015(In thousands) 2013 2014 2015 Net income $150,548 $193,999 $218,728 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,865,$1,759 and $1,562, net of settlements 3,151 2,846 2,636 Unrealized gain (loss) due to fair value adjustments on available-for-sale securities, net of taxes of $1,223,$1,479 and $572 (2,041) 2,507 (957) Other comprehensive income (loss) in equity method investments 2,386 676 (3,119) Foreign currency translation adjustments, net of taxes of $0, $0, and $888 (47,699) (68,997) (125,512) Total other comprehensive loss, net of tax (44,203) (62,968) (126,952) Total comprehensive income, net of tax 106,345 131,031 91,776 Comprehensive income attributable to noncontrolling interests (1,996) (1,374) (1,821) Comprehensive income attributable to Cinemark Holdings, Inc. $104,349 $129,657 $89,955 The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITYYEARS ENDED DECEMBER 31, 2013, 2014 AND 2015(In thousands) Common Stock Treasury Stock AdditionalPaid-in-Capital RetainedEarnings AccumulatedOtherComprehensiveLoss TotalCinemarkHoldings, Inc.’sStockholders’Equity SharesIssued Amount SharesAcquired Amount NoncontrollingInterests TotalEquity Balance at January 1, 2013 118,503 $118 (3,553) $(48,482) $1,064,016 $106,111 $(37,698) $1,084,065 $10,919 $1,094,984 Issuance of restricted stock 284 1 — — — — — 1 — 1 Issuance of stock upon vesting of restricted stock units 284 — — — — — — — — — Exercise of stock options 6 — — — 57 — — 57 — 57 Restricted stock forfeitures and stock withholdings related toshare based awards that vested during the year endedDecember 31, 2013 — — (142) (3,464) — — — (3,464) — (3,464) Share based awards compensation expense — — — — 16,886 — — 16,886 — 16,886 Tax benefit related to stock option exercises and share basedaward vestings — — — — 2,963 — — 2,963 — 2,963 Purchase of noncontrolling interests’ share of Braziliansubsidiary — — — — (4,618) — — (4,618) (1,003) (5,621) Dividends paid to stockholders, $0.92 per share — — — — — (106,045) — (106,045) — (106,045) Dividends accrued on unvested restricted stock unit awards — — — — — (772) — (772) — (772) Dividends paid to noncontrolling interests — — — — — — — — (2,917) (2,917) Net income — — — — — 148,470 — 148,470 2,078 150,548 Other comprehensive loss — — — — — — (44,121) (44,121) (82) (44,203) Balance at December 31, 2013 119,077 $119 (3,695) $(51,946) $1,079,304 $147,764 $(81,819) $1,093,422 $8,995 $1,102,417 Issuance of restricted stock 270 — — — — — — — — — Issuance of stock upon vesting of restricted stock units 396 1 — — — — — 1 — 1 Exercise of stock options 15 — — — 112 — — 112 — 112 Restricted stock forfeitures and stock withholdings related toshare based awards that vested during the year endedDecember 31, 2014 — — (362) (9,861) — — — (9,861) — (9,861) Share based awards compensation expense — — — — 12,818 — — 12,818 — 12,818 Tax benefit related to stock option exercises and share basedaward vestings — — — — 2,806 — — 2,806 — 2,806 Noncontrolling interests’ share of acquired subsidiary — — — — — — — — 346 346 Dividends paid to stockholders, $1.00 per share — — — — — (115,625) — (115,625) — (115,625) Dividends accrued on unvested restricted stock unit awards — — — — — (530) — (530) — (530) Dividends paid to noncontrolling interests — — — — — — — — (386) (386) Net income — — — — — 192,610 — 192,610 1,389 193,999 Other comprehensive loss — — — — — — (62,953) (62,953) (15) (62,968) Balance at December 31, 2014 119,758 $120 (4,057) $(61,807) $1,095,040 $224,219 $(144,772) $1,112,800 $10,329 $1,123,129 Issuance of restricted stock 226 — — — — — — — — — Issuance of stock upon vesting of restricted stock units 124 — — — — — — — — — Restricted stock forfeitures and stock withholdings related toshare based awards that vested during the year endedDecember 31, 2015 — — (127) (4,770) — — — (4,770) — (4,770) Share based awards compensation expense — — — — 15,758 — — 15,758 — 15,758 Tax benefit related to share based award vestings — — — — 2,421 — — 2,421 — 2,421 Dividends paid to stockholders, $1.00 per share — — — — — (115,863) — (115,863) — (115,863) Dividends accrued on unvested restricted stock unit awards — — — — — (593) — (593) — (593) Dividends paid to noncontrolling interests — — — — — — — — (1,045) (1,045) Net income — — — — — 216,869 — 216,869 1,859 218,728 Other comprehensive loss — — — — — — (126,914) (126,914) (38) (126,952) Balance at December 31, 2015 120,108 $120 (4,184) $(66,577) $1,113,219 $324,632 $(271,686) $1,099,708 $11,105 $1,110,813 The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2013, 2014 AND 2015(In thousands) 2013 2014 2015 Operating activities Net income $150,548 $193,999 $218,728 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 160,071 173,138 186,898 Amortization of intangible and other assets and favorable/unfavorable leases 3,899 2,518 2,308 Amortization of long-term prepaid rents 2,625 1,542 2,361 Amortization of debt issue costs 5,476 5,245 5,151 Amortization of deferred revenues, deferred lease incentives and other (11,712) (13,665) (17,163) Amortization of bond discount 482 — — Impairment of long-lived assets 3,794 6,647 8,801 Share based awards compensation expense 16,886 12,818 15,758 (Gain) loss on sale of assets and other (3,845) 15,715 8,143 Write-off of unamortized debt issue costs, debt discount and accumulated other comprehensive loss related to early retirement of debt 15,688 — — Deferred lease expenses 5,701 2,536 (1,806) Equity in income of affiliates (22,682) (22,743) (28,126) Deferred income tax expenses (37,790) 526 11,095 Interest paid on redemption of senior notes (8,054) — — Distributions from equity investees 13,658 19,172 19,027 Changes in other assets and liabilities: Inventories (1,539) 400 (2,535) Accounts receivable (15,938) 33,804 (26,370) Income tax receivable 4,060 (18,681) (3,527) Prepaid expenses and other (3,557) 4,011 (2,557) Deferred charges and other assets — net (17,624) 19,713 8,126 Accounts payable and accrued expenses 48,963 32,570 43,827 Income tax payable 15,035 (15,685) 936 Liabilities for uncertain tax positions (14,345) (4,437) 1,315 Other long-term liabilities (134) 5,491 5,481 Net cash provided by operating activities 309,666 454,634 455,871 Investing activities Additions to theatre properties and equipment (259,670) (244,705) (331,726) Proceeds from sale of theatre properties and equipment and other 34,271 2,545 9,966 Acquisition of theatres in the U.S., net of cash acquired (259,247) (7,951) — Acquisition of theatre in Brazil — — (2,651) Proceeds from disposition of Mexico theatres 126,167 — — Investment in joint ventures and other (6,222) (3,228) (3,711) Net cash used for investing activities (364,701) (253,339) (328,122) Financing activities Proceeds from stock option exercises 57 112 — Payroll taxes paid as a result of restricted stock withholdings (3,464) (9,861) (4,770) Dividends paid to stockholders (106,045) (115,625) (115,863) Proceeds from issuance of notes 530,000 — — Other short term borrowings 1,473 — — Redemption of senior notes (461,946) — — Repayments of other long-term debt (9,339) (9,846) (8,420) Payment of debt issue costs (9,328) — (6,957) Payments on capital leases (12,015) (14,035) (16,513) Purchases of non-controlling interests (5,621) — — Other 44 2,422 1,376 Net cash used for financing activities (76,184) (146,833) (151,147) Effect of exchange rates on cash and cash equivalents (11,516) (15,522) (26,932) Increase (decrease) in cash and cash equivalents (142,735) 38,940 (50,330) Cash and cash equivalents: Beginning of year 742,664 599,929 638,869 End of year $599,929 $638,869 $588,539 Supplemental information (see Note 17)The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBusiness — Cinemark Holdings, Inc. and subsidiaries (the “Company”) operates in the motion picture exhibition industry, with theatres in the UnitedStates (“U.S.”), Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curaçao.The Company operated theatres in Mexico until November 15, 2013 (see Note 5).Principles of Consolidation — The consolidated financial statements include the accounts of Cinemark Holdings, Inc., its subsidiaries and itsaffiliates. Majority-owned subsidiaries that the Company has control of are consolidated while those affiliates of which the Company owns between 20% and50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted forunder the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Companywould account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the consolidated financialstatements effective with their formation or from their dates of acquisition. Intercompany balances and transactions are eliminated in consolidation.Cash and Cash Equivalents — Cash and cash equivalents consist of operating funds held in financial institutions, petty cash held by the theatres andhighly liquid investments with original maturities of three months or less when purchased. Cash investments were primarily in money market funds or othersimilar funds.Accounts Receivable — Accounts receivable, which are recorded at net realizable value, consists primarily of receivables related to screen advertising,receivables related to discounted tickets sold to retail locations, receivables from landlords related to theatre construction, rebates earned from theCompany’s beverage and other concession vendors and value-added and other non-income tax receivables.Inventories — Concession and theatre supplies inventories are stated at the lower of cost (first-in, first-out method) or market.Theatre Properties and Equipment — Theatre properties and equipment are stated at cost less accumulated depreciation and amortization.Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: Category Useful LifeBuildings on owned land 40 yearsBuildings on leased land Lesser of lease term or useful lifeLand and buildings under capital lease Lesser of lease term or useful lifeTheatre furniture and equipment 3 to 15 yearsLeasehold improvements Lesser of lease term or useful life Amortization of capital lease assets is included in depreciation and amortization expense on the consolidated statements of income. Accumulatedamortization of capital lease assets as of December 31, 2014 and 2015 was $133,022 and $150,968, respectively.The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate thecarrying amount of the assets may not be fully recoverable.The Company considers actual theatre level cash flows, budgeted theatre level cash flows, theatre property and equipment carrying values, amortizingintangible asset carrying values, the age of a recently built theatre, F-8(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data competitive theatres in the marketplace, the impact of recent ticket price changes, available lease renewal options and other factors considered relevant in itsassessment of impairment of individual theatre assets. Long-lived assets are evaluated for impairment on an individual theatre basis, which the Companybelieves is the lowest applicable level for which there are identifiable cash flows. The impairment evaluation is based on the estimated undiscounted cashflows from continuing use through the remainder of the theatre’s useful life. The remainder of the theatre’s useful life correlates with the available remaininglease period, which includes the probability of renewal periods, for leased properties and the lesser of twenty years or the building’s remaining useful life forfee-owned properties. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then comparesthe carrying value of the asset group (theatre) with its estimated fair value. When estimated fair value is determined to be lower than the carrying value of theasset group (theatre), the asset group (theatre) is written down to its estimated fair value. Significant judgment is involved in estimating cash flows and fairvalue. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by Financial Accounting Standards Board(“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10-35, are based on historical and projected operating performance, recent markettransactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for theevaluations performed during 2013, 2014 and 2015. The long-lived asset impairment charges recorded during each of the periods presented are specific totheatres that were directly and individually impacted by increased competition, adverse changes in market demographics, or adverse changes in thedevelopment or the conditions of the areas surrounding the theatre. See Note 9.Goodwill and Other Intangible Assets — The Company evaluates goodwill for impairment annually during the fourth quarter or whenever events orchanges in circumstances indicate the carrying value of the goodwill may not be fully recoverable. The Company evaluates goodwill for impairment at thereporting unit level and has allocated goodwill to the reporting unit based on an estimate of its relative fair value. Management considers the reporting unitto be each of its nineteen regions in the U.S. and seven countries internationally (Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala areconsidered one reporting unit). Goodwill impairment was evaluated using a two-step approach during 2013 and 2014, requiring the Company to compute thefair value of a reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds its estimated fair value, a second step isperformed to measure the potential goodwill impairment. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates,which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operatingperformance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was eighttimes for the evaluations performed during 2013 and 2014. As of December 31, 2014, the estimated fair value of the Company’s goodwill exceeded theircarrying values by at least 10%.For the year ended December 31, 2015, the Company performed a qualitative goodwill impairment assessment on all reporting units except one, inaccordance with ASU 2011-08 Testing Goodwill for Impairment (“ASU 2011-08”). The qualitative assessment included consideration of historical andexpected future industry performance, estimated future performance of the Company, current industry trading multiples and other economic factors. Based onthe qualitative assessment performed, the Company determined that it was not more likely than not that the fair value of the reporting units were less thantheir carrying values. The Company performed the quantitative two-step approach on a new U.S. region that had not previously been assessed for goodwillimpairment. The fair value for the new reporting unit was determined based on a multiple of estimated cash flows, which was eight times, and exceeded itscarrying value by more than 10%.Tradename intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstancesindicate the carrying value may not be fully recoverable. During F-9 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 2013 and 2014, the Company estimated the fair value of its tradenames by applying an estimated market royalty rate that could be charged for the use of ourtradename to forecasted future revenues, with an adjustment for the present value of such royalties. If the estimated fair value is less than the carrying value,the tradename intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating market royalty rates and long-termrevenue forecasts. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, arebased on historical and projected revenue performance and industry trends. As of December 31, 2014, the estimated fair value of the Company’s tradenameintangible assets exceeded their carrying values by at least 10%. For the year ended December 31, 2015, the Company performed a qualitative tradenameintangible asset impairment assessment in accordance with ASU 2011-08. The qualitative assessment included consideration of the Company’s historical andforecasted revenues and estimated royalty rates for each tradename intangible asset. Based on the qualitative assessment performed, the Company determinedthat it was not more likely than not that the fair values of tradename intangible assets were less than their carrying values.The table below summarizes the Company’s intangible assets and the amortization method used for each type of intangible asset: Intangible Asset Amortization MethodGoodwill Indefinite-livedTradename Indefinite-livedVendor contracts Straight-line method over the terms of the underlying contracts. The remaining terms of the underlying contractsrange from two to five years.Favorable/unfavorable leases Based on the pattern in which the economic benefits are realized over the terms of the lease agreements. Theremaining terms of the lease agreements range from approximately three to twenty-one years.Other intangible assets Straight-line method over the terms of the underlying agreement or the expected useful life of the intangible asset.The remaining useful lives of these intangible assets range from two to eleven years.Deferred Charges and Other Assets — Deferred charges and other assets consist of long-term prepaid rents, construction and other deposits, equipmentto be placed in service, and other assets of a long-term nature. Long-term prepaid rents represent prepayments of rent on operating leases. These payments arerecognized as facility lease expense over the period for which the rent was paid in advance as outlined in the lease agreements. The amortization periodsgenerally range from one to ten years.Lease Accounting — The Company evaluates each lease for classification as either a capital lease or an operating lease. The Company records the leaseas a capital lease at its inception if 1) the present value of future minimum lease payments exceeds 90% of the leased property’s estimated fair value; 2) thelease term exceeds 75% of the property’s estimated useful life; 3) the lease contains a bargain purchase option; or 4) ownership transfers to the Company atthe end of the lease. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreementcalls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. The Companydetermines the straight-line rent expense impact of an operating lease upon inception of the lease. The landlord is typically responsible for constructing atheatre using guidelines and specifications agreed to by the Company and assumes substantially all of the risk of construction. If the Company concludesthat it has substantially all of the construction period risks, it records a construction asset and related liability for the amount of total project costs incurredduring the construction period. At the end of the construction period, the Company determines if the transaction qualifies for sale-leaseback accountingtreatment in regards to lease F-10 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data classification. If the Company receives a lease incentive payment from a landlord, the Company records the proceeds as a deferred lease incentive liabilityand amortizes the liability as a reduction in rent expense over the initial term of the respective lease.Deferred Revenues — Advances collected on long-term screen advertising, concession and other contracts are recorded as deferred revenues. Inaccordance with the terms of the agreements, the advances collected on such contracts are recognized during the period in which the advances are earned,which may differ from the period in which the advances are collected. These advances are recognized on either a straight-line basis over the term of thecontracts or as such revenues are earned in accordance with the terms of the contracts.Self-Insurance Reserves — The Company is self-insured for general liability claims subject to an annual cap. For the years ended December 31, 2013,2014 and 2015, claims were capped at $250, $100 and $100 per occurrence, respectively, with annual caps of approximately $2,600, $2,670 and $2,900,respectively. The Company is also self-insured for medical claims up to $125 per occurrence. The Company is fully insured for workers compensation claims.As of December 31, 2014 and 2015, the Company’s insurance reserves were $7,675 and $9,039, respectively, and are reflected in accrued other currentliabilities in the consolidated balance sheets.Revenue and Expense Recognition — Revenues are recognized when admissions and concession sales are received at the box office. Other revenuesprimarily consist of screen advertising. Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre. The Company records proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognizes admissions orconcession revenue when a holder redeems the card or certificate. The Company recognizes unredeemed gift cards and other advanced sale-type certificatesas revenue only after such a period of time indicates, based on historical experience, the likelihood of redemption is remote, and based on applicable lawsand regulations. In evaluating the likelihood of redemption, the Company considers the period outstanding, the level and frequency of activity, and theperiod of inactivity. As of December 31, 2014 and 2015, the Company’s liabilities for advanced sale-type certificates were approximately $63,209 and$68,158, respectively, and are reflected in accrued other current liabilities on the consolidated balance sheets. The Company recognized unredeemed giftcards and other advanced sale-type certificates as revenues in the amount of $10,684, $12,233 and $11,786 during the years ended December 31, 2013, 2014and 2015, respectively.Film rental costs are accrued based on the applicable box office receipts and either firm terms or a sliding scale formula, which are generally establishedprior to the opening of the film, or estimates of the final rate, which occurs at the conclusion of the film run, subject to the film licensing arrangement. Under afirm terms formula, the Company pays the distributor a percentage of box office receipts, which reflects either an aggregate rate for the life of the film or ratesthat decline over the term of the run. Under a sliding scale formula, film rental is paid as a percentage of box office revenues using a pre-determined matrixbased upon box office performance of the film. The settlement process allows for negotiation of film rental fees upon the conclusion of the film run basedupon how the film performs. Estimates are based on the expected success of a film. The success of a film can typically be determined a few weeks after a filmis released when initial box office performance of the film is known. Accordingly, final settlements typically approximate estimates since box office receiptsare known at the time the estimate is made and the expected success of a film can typically be estimated early in the film’s run. If actual settlements aredifferent than those estimates, film rental costs are adjusted at that time.Accounting for Share Based Awards — The Company measures the cost of employee services received in exchange for an equity award based on thefair value of the award on the date of the grant. The grant date fair value is estimated using a market observed price. Such costs are recognized over the periodduring which an F-11 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data employee is required to provide service in exchange for the award (which is usually the vesting period). At the time of the grant, the Company also estimatesthe number of instruments that will ultimately be forfeited. See Note 16 for discussion of the Company’s share based awards and related compensationexpense.Income Taxes — The Company uses an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes areprovided when tax laws and financial accounting standards differ with respect to the amount of income for a year and the basis of assets and liabilities. Avaluation allowance is recorded to reduce the carrying amount of deferred tax assets unless it is more likely than not that such assets will be realized. Incometaxes are provided on unremitted earnings from foreign subsidiaries unless such earnings are expected to be indefinitely reinvested. Income taxes have alsobeen provided for potential tax assessments. The evaluation of an uncertain tax position is a two-step process. The first step is recognition: The Companydetermines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigationprocesses, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, theCompany should presume that the position would be examined by the appropriate taxing authority that would have full knowledge of all relevantinformation. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amountof benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50 percent likely of beingrealized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements result in (1) achange in a liability for income taxes payable or (2) a change in an income tax refund receivable, a deferred tax asset or a deferred tax liability or both (1) and(2). The Company accrues interest and penalties on its uncertain tax positions as a component of income tax expense.Segments — For the years ended December 31, 2013, 2014 and 2015, the Company managed its business under two reportable operating segments,U.S. markets and international markets. See Note 20.Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and thereported amounts of revenues and expenses during the periods presented. The Company’s consolidated financial statements include amounts that are basedon management’s best estimates and judgments. Actual results could differ from those estimates.Foreign Currency Translations — The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at current exchangerates as of the balance sheet date, and revenues and expenses are translated at average monthly exchange rates. The resulting translation adjustments arerecorded in the consolidated balance sheets in accumulated other comprehensive loss. See Note 14 for a summary of the translation adjustments recorded inaccumulated other comprehensive loss for the years ended December 31, 2013, 2014 and 2015. The Company recognizes foreign currency transaction gainsand losses when changes in exchange rates impact transactions, other than intercompany transactions of a long-term investment nature, that have beendenominated in a currency other than the functional currency.Fair Value Measurements — According to authoritative guidance, inputs used in fair value measurements fall into three different categories; Level 1,Level 2 and Level 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the abilityto access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company has interest rate swap agreements and investmentsin marketable securities that are F-12 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data adjusted to fair value on a recurring basis (quarterly). With respect to its interest rate swap agreements, the Company uses the income approach to determinethe fair value of its interest rate swap agreements and under this approach, the Company uses projected future interest rates as provided by the counterpartiesto the interest rate swap agreements and the fixed rates that the Company is obligated to pay under these agreements. Therefore, the Company’s fair valuemeasurements for its interest rate swaps use significant unobservable inputs, which fall in Level 3. With respect to its investments in marketable securities, theCompany uses quoted market prices, which fall under Level 1 of the hierarchy. There were no changes in valuation techniques during the period and notransfers in or out of Level 1, Level 2 or Level 3 during the years ended December 31, 2013, 2014 or 2015. See Note 12 for further discussion of theCompany’s interest rate swap agreements and Note 13 for further discussion of the Company’s fair value measurements. The Company also uses fair valuemeasurements on a nonrecurring basis, primarily in the impairment evaluations for goodwill, intangible assets and other long-lived assets. See Goodwill andOther Intangible Assets and Theatre Properties and Equipment included above for discussion of such fair value measurements.Acquisitions — The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that theacquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected inincome. For significant acquisitions, the Company obtains independent third party valuation studies for certain of the assets acquired and liabilities assumedto assist the Company in determining fair value. The estimation of the fair values of the assets acquired and liabilities assumed involves a number ofestimates and assumptions that could differ materially from the actual amounts realized. The Company provides assumptions, including both quantitativeand qualitative information, about the specified asset or liability to the third party valuation firms. The Company primarily utilizes the third parties toaccumulate comparative data from multiple sources and assemble a report that summarizes the information obtained. The Company then uses the informationto record estimated fair value. The third party valuation firms are supervised by Company personnel who are knowledgeable about valuations and fair value.The Company evaluates the appropriateness of the assumptions and valuation methodologies utilized by the third party valuation firm. 2.NEW ACCOUNTING PRONOUNCEMENTSIn January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-01, Income Statement —Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, (“ASU2015-01”). ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. With this update, there is no longer a need to segregate extraordinaryitems from the results of ordinary operations, separately present an extraordinary item on its income statement, net of tax, after income from continuingoperations or disclose income taxes and earnings per share data applicable to an extraordinary item. However, presentation and disclosure requirements foritems that are unusual in nature and occur infrequently still apply. ASU 2015-01 is effective for fiscal years beginning after December 15, 2015. Earlyadoption is permitted. The Company has elected to early adopt ASU 2015-01, which had no impact on its consolidated financial statements.In February 2015, the FASB issued Accounting Standards Update 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis,(“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically,ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities,eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that areinvolved with certain VIEs. ASU 2015-02 also provides a scope exception from consolidation guidance for reporting entities with interests in legal entitiesthat F-13 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 forregistered money market funds. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company iscurrently evaluating the impact of ASU 2015-02 on its consolidated financial statements.In April 2015, the FASB issued Accounting Standards Update 2015-03 Interest — Imputation of Interest (Subtopic 835-30): Simplifying thePresentation of Debt Issuance Costs (“ASU 2015-03”). The update changes the presentation of debt issuance costs for term debt in the balance sheet byrequiring the debt issuance costs be presented as a direct deduction from the related debt liability, rather than recorded as an asset. This guidance is effectivefor periods beginning after December 15, 2015, and interim periods within those annual periods applied retrospectively. Early adoption is permitted. TheCompany adopted this guidance in the fourth quarter of fiscal year 2015. Debt issuance costs associated with long-term debt, net of accumulatedamortization, were $31,419 and $33,237 as of December 31, 2014 and 2015, respectively. The balance sheet as of December 31, 2014 has been recast toreflect the reclassification of debt issuances costs, net of accumulated amortization, from deferred charges and other assets — net to a reduction of long-termdebt, less current portion.In April 2015, the FASB issued Accounting Standards Update 2015-05, Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement, (“ASU 2015-05”). ASU 2015-05 provides guidance to customers aboutwhether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer shouldaccount for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement doesnot include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’saccounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within thescope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for fiscal years beginning afterDecember 15, 2015. Early adoption is permitted. The Company has elected to early adopt ASU 2015-05, which had no impact on its consolidated financialstatements.In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, (“ASU 2015-11”). ASU 2015-11 affects reporting entities that measure inventory using first-in, first-out (FIFO) or average cost. Specifically, ASU 2015-11 requires thatinventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or theretail inventory method. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does notexpect ASU 2015-11 to have an impact on its consolidated financial statements.In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of theEffective Date, (“ASU 2015-14”). ASU 2015-14 defers the effective date of Accounting Standards Update 2014-09: Revenue from Contracts with Customers(Topic 606), (“ASU 2014-09). The guidance in ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, includinginterim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016,including interim reporting periods within that reporting period. The Company is currently evaluating the impact of ASU 2014-09, as amended by ASU2015-14, on its consolidated financial statements.In August 2015, the FASB issued Accounting Standards Update 2015-15, Interest — Imputation of Interest (Subtopic 835-30): Presentation andSubsequent Measurement of Debt Issuance Costs Associated with Line-of- F-14 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Credit Arrangements, (“ASU 2015-15”). ASU 2015-15 adds clarification to the guidance presented in ASU 2015-03, as that guidance did not address thepresentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. The Company adopted this ASU along with the originalguidance in ASU 2015-03 discussed above. The guidance in this ASU did not have an impact on the consolidated financial statements.In September 2015, the FASB issued Accounting Standards Update 2015-16, Business Combinations (Topic 805): Simplifying the Accounting forMeasurement-Period Adjustments, (“ASU 2015-16”). ASU 2015-16 was issued to simplify the accounting for adjustments made to provisional amountsrecognized in a business combination and eliminates the requirement to retrospectively account for such adjustments. ASU 2015-16 requires an entity topresent separately on the face of the income statement, or disclose in the notes, amounts recorded in current period earnings that would have been recorded inprevious reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, theamendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should beapplied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements thathave not been issued. The Company does not expect ASU 2015-16 to have a significant impact on its consolidated financial statements.In November 2015, the FASB issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of DeferredTaxes, (“ASU 2015-17”). ASU 2015-17 was issued to simplify the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax liabilitiesand assets be classified as noncurrent in a classified balance sheet. However, the requirement that deferred tax liabilities and assets of a tax-paying componentof an entity be offset and presented as a single amount is not affected. For public business entities, the amendments are effective for fiscal years beginningafter December 15, 2016, including interim periods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interimor annual reporting period. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively toall periods presented. The Company adopted this guidance in the fourth quarter of fiscal year 2015 and elected the prospective approach. Therefore, deferredtaxes as of December 31, 2015 are recorded as long-term deferred tax assets and long-term deferred tax liabilities on the consolidated balance sheet. Balancesas of December 31, 2014 have not been recast.In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition andMeasurement of Financial Assets and Financial Liabilities, (“ASU 2016-01”). ASU 2016-01 address certain aspects of recognition, measurement,presentation, and disclosure of financial instruments. The guidance in ASU 2016-01 is effective for annual reporting periods beginning after December 15,2017, including interim reporting periods within that reporting period. Early adoption is permitted for financial statements of fiscal years that have not beenpreviously issued. The Company is currently evaluating the impact of ASU 2016-01 on its consolidated financial statements. 3.EARNINGS PER SHAREThe Company considers its unvested share based payment awards, which contain non-forfeitable rights to dividends, participating securities, andincludes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes ofstock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average number of shares of common stock andunvested restricted stock outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares ofcommon stock and unvested restricted stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the twoclass method and the treasury stock method. F-15 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data The following table presents computations of basic and diluted earnings per share under the two class method: Year ended December 31, 2013 2014 2015 Numerator: Net income attributable to Cinemark Holdings, Inc. $148,470 $192,610 $216,869 Earnings allocated to participating share-based awards (1,530) (1,345) (1,306) Net income attributable to common stockholders $146,940 $191,265 $215,563 Denominator (shares in thousands): Basic weighted average common stock outstanding 113,896 114,653 115,080 Common equivalent shares for stock options 9 — — Common equivalent shares for restricted stock units 491 313 319 Diluted 114,396 114,966 115,399 Basic earnings per share attributable to common stockholders $1.28 $1.66 $1.87 Diluted earnings per share attributable to common stockholders $1.28 $1.66 $1.87 For the years ended December 31, 2013, 2014 and 2015, a weighted average of approximately 1,198 shares, 810 shares and 699 shares, of unvestedrestricted stock, respectively, are considered participating securities. 4.DIVIDENDSBelow is a summary of dividends declared for the fiscal periods indicated. Date Declared Date of Record Date Paid Amount per CommonShare Total Dividends 02/12/13 03/04/13 03/15/13 $0.21 $24,32505/24/13 06/06/13 06/20/13 $0.21 24,34808/15/13 08/28/13 09/12/13 $0.25 28,99211/19/13 12/02/13 12/11/13 $0.25 29,152Total — Year ended December 31, 2013 $106,81702/14/14 03/04/14 03/19/14 $0.25 $29,01505/22/14 06/06/14 06/20/14 $0.25 29,03008/13/14 08/28/14 09/12/14 $0.25 29,03211/12/14 12/02/14 12/11/14 $0.25 29,078Total — Year ended December 31, 2014 $116,15502/17/15 03/04/15 03/18/15 $0.25 $29,02505/18/15 06/05/15 06/19/15 $0.25 29,07508/20/15 08/31/15 09/11/15 $0.25 29,08011/13/15 12/02/15 12/16/15 $0.25 29,276Total — Year ended December 31, 2015 $116,456 Of the dividends recorded during 2013, 2014 and 2015, $772, $530 and $593, respectively, were related to outstanding restricted stock units and willnot be paid until such units vest. See Note 16. F-16(1)(1)(2)(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Beginning with the dividend declared on August 15, 2013, the Company’s board of directors raised the quarterly dividend to $0.25 per common share. 5.ACQUISITIONS AND DISPOSITIONSAcquisition of Rave TheatresOn May 29, 2013, the Company acquired 32 theatres with 483 screens from Rave Real Property Holdco, LLC and certain of its subsidiaries, RaveCinemas, LLC and RC Processing, LLC (collectively “Rave”) in an asset purchase for approximately $236,875 in cash plus the assumption of certainliabilities (the “Rave Acquisition”). The acquisition resulted in an expansion of the Company’s domestic theatre base into one new state and seven newmarkets. The transaction was subject to antitrust approval by the Department of Justice or Federal Trade Commission. The Department of Justice required theCompany to agree to divest of three of the newly-acquired theatres, which occurred during August 2013 (see discussion below). The Company incurredapproximately $500 in transaction costs, which are reflected in general and administrative expenses on the consolidated statement of income for the yearended December 31, 2013.The transaction was accounted for by applying the acquisition method. The following table represents the fair value of the identifiable assets acquiredand liabilities assumed as of the acquisition date: Theatre properties and equipment $102,977 Tradename 25,000 Favorable leases 17,587 Goodwill 186,418 Unfavorable leases (30,718) Deferred revenue (6,634) Capital lease liabilities (61,651) Other assets, net of other liabilities 3,896 Total $236,875 The weighted average amortization period for the intangible assets acquired was approximately 14 years as of the acquisition date. The goodwill isfully deductible for tax purposes. The acquired theatres are reported in the Company’s U.S. segment.The following unaudited pro forma information summarizes our results of operations as if the Rave Acquisition had occurred as of January 1, 2013: Year EndedDecember 31, 2013 Total revenues $2,777,458 Income before income taxes $273,440 Acquisition of Other U.S. TheatresThe Company acquired two additional theatres with 30 screens during April 2013 in two separate transactions for an aggregate purchase price ofapproximately $22,372 in cash plus the assumption of certain F-17(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data liabilities. The transactions were accounted for by applying the acquisition method. The following table represents the aggregate fair values of identifiableassets acquired and the liabilities assumed as of the acquisition date: Theatre properties and equipment $17,524 Goodwill 17,409 Capital lease liability (12,173) Deferred revenue (388) Total $22,372 Disposition of Three Rave TheatresIn conjunction with the Rave Acquisition, the Company was required to divest of three theatres pursuant to a Hold Separate Agreement with theDepartment of Justice. On July 17, 2013, the Company entered into a definitive agreement to sell these three theatres to Carmike Cinemas, Inc. Thetransaction was approved by the Department of Justice and closed on August 16, 2013.Disposition of Mexico SubsidiariesDuring February 2013, the Company entered into a stock purchase agreement with Grupo Cinemex, S.A. De C.V. pursuant to which the Companywould sell its Mexican subsidiaries, which consisted of 31 theatres and 290 screens. The transaction was subject to approval by the Mexican FederalCompetition Commission (the “Competition Commission”). During August 2013, the Competition Commission voted three to two to block the transactionand the Company filed an appeal for the Competition Commission to reconsider the sale. During November 2013, the Competition Committee approved thesale and the transaction closed on November 15, 2013. The sales price, which was paid in Mexican pesos, was approximately $126,167, based on theexchange rate at November 15, 2013. The Company recorded a pre-tax gain of approximately $3,521 on the sale during the year ended December 31, 2013. 6.INVESTMENT IN NATIONAL CINEMEDIA LLCThe Company has an investment in National CineMedia, LLC (“NCM”). NCM operates a digital in-theatre network in the U.S. for providing cinemaadvertising and non-film events. Upon joining NCM, the Company entered into an Exhibitor Services Agreement, or the ESA, with NCM, pursuant to whichNCM provides advertising, promotion and event services to our theatres. On February 13, 2007, National CineMedia, Inc. (“NCMI”), an entity that serves asthe sole manager of NCM, completed an IPO of its common stock. In connection with the NCMI initial public offering, the Company amended its operatingagreement and the ESA with NCMI. The ESA modification reflected a shift from circuit share expense under the prior ESA, which obligated NCM to pay theCompany a percentage of revenue, to a monthly theatre access fee, which significantly reduced the contractual amounts paid to us by NCM. The Companyrecorded the proceeds related to the ESA modification as deferred revenue, which is being amortized into other revenues over the life of the agreement usingthe units of revenue method. In consideration for NCM’s exclusive access to the Company’s theatre attendees for on-screen advertising and use of off-screenareas within the Company’s theatres for lobby entertainment and lobby promotions, the Company receives a monthly theatre access fee under the modifiedESA. The theatre access fee is composed of a fixed payment per patron, initially seven cents, and a fixed payment per digital screen, which may be adjustedfor certain reasons outlined in the modified ESA. The payment per theatre patron increases by 8% every five years, with the first such increase taking effectafter the F-18 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data end of fiscal 2011, and the payment per digital screen, initially eight hundred dollars per digital screen per year, increases annually by 5%. For 2013, 2014and 2015, the annual payment per digital screen was one thousand seventy-two dollars, one thousand one hundred twenty-five dollars and one thousand onehundred eight-two dollars, respectively. The theatre access fee paid in the aggregate to Regal Entertainment Group (“Regal”), AMC Entertainment, Inc.(“AMC”) and the Company will not be less than 12% of NCM’s Aggregate Advertising Revenue (as defined in the modified ESA), or it will be adjustedupward to reach this minimum payment. Additionally, with respect to any on-screen advertising time provided to the Company’s beverage concessionaire,the Company is required to purchase such time from NCM at a negotiated rate. The modified ESA has, except with respect to certain limited services, aremaining term of approximately 21 years.As a result of the application of a portion of the proceeds it received from the NCMI initial public offering, the Company had a negative basis in itsoriginal membership units in NCM, which is referred to herein as the Company’s Tranche 1 Investment. Following the NCMI IPO, the Company does notrecognize undistributed equity in the earnings on its Tranche 1 Investment until NCM’s net earnings, less distributions received, surpass the amount of theexcess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. TheCompany recognizes cash distributions it receives from NCM on its Tranche 1 Investment as a component of earnings as Distributions from NCM. TheCompany believes that the accounting model provided by ASC 323-10-35-22 for recognition of equity investee losses in excess of an investor’s basis isanalogous to the accounting for equity income subsequent to recognizing an excess distribution.Common Unit AdjustmentsPursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCMI and the Company, AMC and Regal, which we referto collectively as the Founding Members, annual adjustments to the common membership units are made primarily based on increases or decreases in thenumber of theatre screens operated and theatre attendance generated by each Founding Member. To account for the receipt of additional common units underthe Common Unit Adjustment Agreement, we follow the guidance in FASB ASC 323-10-35-29 (formerly EITF 02-18, “Accounting for SubsequentInvestments in an Investee after Suspension of Equity Loss Recognition”) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, whichindicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if thesubsequent investment constitutes funding of prior losses. We concluded that the construction or acquisition of new theatres that has led to the common unitadjustments equates to making additional investments in NCM. We evaluated the receipt of the additional common units in NCM and the assets exchangedfor these additional units and have determined that the right to use our incremental new screens would not be considered funding of prior losses. We accountfor these additional common units, which we refer to herein as our Tranche 2 Investment, as a separate investment than our Tranche 1 Investment. Thecommon units received are recorded at fair value as an increase in our investment in NCM with an offset to deferred revenue. The deferred revenue isamortized over the remaining term of the ESA. Our Tranche 2 Investment is accounted for following the equity method, with undistributed equity earningsrelated to our Tranche 2 Investment included as a component of earnings in equity in income of affiliates and distributions received related to our Tranche 2Investment are recorded as a reduction of our investment basis. In the event that a common unit adjustment is determined to be a negative number, theFounding Member can elect to either transfer and surrender to NCM the number of common units equal to all or part of such Founding Member’s commonunit adjustment or to pay to NCM an amount equal to such Founding Member’s common unit adjustment calculated in accordance with the Common UnitAdjustment Agreement. If the Company then elects to surrender common units as part of a negative common unit adjustment, the Company would record areduction to deferred revenue at the then fair value of the common units surrendered and a reduction of the Company’s Tranche 2 Investment at an amount F-19 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data equal to the weighted average cost for Tranche 2 common units, with the difference between the two values recorded as a gain or loss on sale of assets andother.Below is a summary of common units received by the Company under the Common Unit Adjustment Agreement during the years ended December 31,2013, 2014 and 2015: Event DateCommonUnitsReceived Number ofCommonUnitsReceived Fair Value ofCommonUnitsReceived 2013 Annual common unit adjustment 03/28/13 588,024 $8,869 2013 Extraordinary common unit adjustment (as result of Rave Acquisition –see Note 5) 05/29/13 5,315,837 $89,928 2014 Annual common unit adjustment 03/27/14 557,631 $8,216 2015 Annual common unit adjustment 03/31/15 1,074,910 $15,421 Each common unit received by the Company is convertible into one share of NCMI common stock. The fair value of the common units received wasestimated based on the market price of NCMI stock at the time that the common units were received, adjusted for volatility associated with the estimatedperiod of time it would take to convert the common units and register the respective shares. The fair value measurement used for the common units falls underLevel 2 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. The Company records additional common units it receives as part of itsTranche 2 Investment at estimated fair value with a corresponding adjustment to deferred revenue.As of December 31, 2015, the Company owned a total of 25,631,046 common units of NCM, which represented an approximate 19% interest. Eachcommon unit is convertible into one share of NCMI common stock. The estimated fair value of the Company’s investment in NCM was approximately$402,664 as of December 31, 2015, using NCMI’s stock price as of December 31, 2015 of $15.71 per share. F-20 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Summary of Activity with NCMBelow is a summary of activity with NCM included in the Company’s consolidated financial statements for the periods indicated: Investmentin NCM DeferredRevenue Distributionsfrom NCM Equity inEarnings OtherRevenue OtherComprehensive(Income) Loss CashReceived Balance as of January 1, 2013 $78,123 $(241,305) Receipt of common units due to annual common unitadjustment 8,869 (8,869) $— $— $— $— $— Receipt of common units due to extraordinary commonunit adjustment 89,928 (89,928) — — — — — Revenues earned under ESA — — (7,960) — 7,960 Receipt of excess cash distributions (13,166) — (19,374) — — — 32,540 Receipt under tax receivable agreement (492) — (1,327) — — — 1,819 Equity in earnings 13,753 — — (11,578) — — — Equity in other comprehensive income 1,838 — — — — (1,838) — Amortization of deferred revenue — 5,673 — — (5,673) — — Balance as of and for the period ended December 31,2013 $178,853 $(334,429) $(20,701) $(11,578) $(13,633) $(1,838) $42,319 Receipt of common units due to annual common unitadjustment 8,216 (8,216) $— $— $— $— $— Revenues earned under ESA — — — — (9,249) — 9,249 Receipt of excess cash distributions (12,574) — (14,778) — — — 27,352 Receipt under tax receivable agreement (2,594) — (3,763) — — — 6,357 Equity in earnings 6,142 — — (6,142) — — — Equity in other comprehensive income 896 — — — — (896) — Amortization of deferred revenue — 7,426 — — (7,426) — — Balance as of and for the period ended December 31,2014 $178,939 $(335,219) $(18,541) $(6,142) $(16,675) $(896) $42,958 Receipt of common units due to annual common unitadjustment 15,421 (15,421) $— $— $— $— $— Revenues earned under ESA — — — — (11,330) — 11,330 Receipt of excess cash distributions (14,072) — (15,396) — — — 29,468 Receipt under tax receivable agreement (2,308) — (2,744) — — — 5,052 Equity in earnings 8,510 — — (8,510) — — — Equity in other comprehensive loss (2,735) — — — — 2,735 — Amortization of deferred revenue — 8,506 — — (8,506) — — Balance as of and for the period ended December 31,2015 $183,755 $(342,134) $(18,140) $(8,510) $(19,836) $2,735 $45,850 Amounts include the per patron and per digital screen theatre access fees due to the Company, net of amounts due to NCM for on-screen advertisingtime provided to the Company’s beverage concessionaire. The amounts due to NCM for on-screen advertising time provided to the Company’sbeverage concessionaire were approximately $11,958, $11,489 and $9,819 for the years ended December 31, 2013, 2014 and 2015, respectively. F-21(1)(2)(1)(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data A portion of the equity in earnings recorded for the year ended December 31, 2013 was recorded as a reduction in our investment basis in a jointventure (AC JV, LLC) that the Company, along with Regal and AMC, recently formed with NCM. See Note 7.On May 5, 2014, NCMI announced that it had entered into a merger agreement to acquire Screenvision, LLC. On November 3, 2014, the U.S.Department of Justice (“DOJ”) filed an antitrust lawsuit seeking to enjoin the proposed merger between NCMI and Screenvision, LLC. On March 16, 2015,NCMI announced that it had agreed with Screenvision, LLC to terminate the merger agreement. The termination of the merger agreement resulted in a $26.8million termination payment to Screenvision by NCMI. NCM indemnified NCMI for the termination fee. The impact of the termination payment and relatedmerger costs resulted in NCM not making an excess cash distribution to its shareholders during the second quarter of 2015.The Company made payments to NCM of approximately $124 and $50 during the years ended December 31, 2014 and 2015, respectively, related toinstallation of certain equipment used for digital advertising, which is included in theatre furniture and equipment on the consolidated balance sheets. TheCompany paid event fees of $8,249 to NCM for the year ended December 31, 2013, prior to the formation of AC JV, LLC, as discussed in Note 7, which areincluded in film rentals and advertising costs on the consolidated statements of income.The tables below present summary financial information for NCM for the periods indicated (financial information for the year ended December 31,2015 is not yet available): Year Ended Nine MonthsEndedOctober 1, 2015 December 26, 2013 January 1, 2015 Gross revenues $462,815 $393,994 $310,061 Operating income $202,019 $159,624 $40,442 Net income $162,870 $96,309 $38,519 As ofJanuary 1, 2015 As ofOctober 1, 2015 Total assets $ 681,107 $700,326 Total liabilities $998,529 $ 1,030,243 7.OTHER INVESTMENTSThe Company had the following other investments at December 31: 2014 2015 Digital Cinema Implementation Partners (“DCIP”), equity method investment $51,277 $71,579 RealD, Inc. (“RealD”), investment in marketable security 14,429 12,900 AC JV, LLC, equity method investment 7,899 7,269 Digital Cinema Distribution Coalition (“DCDC”), equity method investment 2,438 2,562 Other 1,615 663 Total $77,658 $94,973 F-22(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Below is a summary of activity for each of the investments for the years ended December 31, 2013, 2014 and 2015: DCIP RealD AC JV,LLC DCDC Other Total Balance at January 1, 2013 $23,012 $13,707 $— $5 $1,477 $38,201 Cash contributions 3,232 — 268 2,721 — 6,221 Issuance of promissory note to NCM — — 8,333 — — 8,333 Equity in income (loss) 11,241 — — (137) — 11,104 Equity in other comprehensive income 548 — — — — 548 Adjustment for gain recognized by NCM — — (2,175) — — (2,175) Unrealized holding loss — (3,264) — — — (3,264) Other — — — — 689 689 Balance at December 31, 2013 $38,033 $10,443 $6,426 $2,589 $2,166 $59,657 Cash contributions 2,188 — — — — 2,188 Equity in income (loss) 15,279 — 1,473 (151) — 16,601 Equity in other comprehensive loss (219) — — — — (219) Unrealized holding gain — 3,986 — — — 3,986 Cash distributions received (4,004) — — — — (4,004) Other — — — — (551) (551) Balance at December 31, 2014 $51,277 $14,429 $7,899 $2,438 $1,615 $77,658 Cash contributions 3,211 — — — 500 3,711 Equity in income 18,522 — 970 124 — 19,616 Equity in other comprehensive loss (384) — — — — (384) Unrealized holding loss — (1,529) — — — (1,529) Sale of investment in Taiwan — — — — (1,383) (1,383) Cash distributions received (1,047) — (1,600) — — (2,647) Other — — — — (69) (69) Balance at December 31, 2015 $71,579 $12,900 $7,269 $2,562 $663 $94,973 The Company sold its investment in a Taiwan joint venture for approximately $2,634, resulting in a gain of $1,251, which is included in (gain) loss onsale of assets and other for the year ended December 31, 2015.Digital Cinema Implementation Partners LLCOn February 12, 2007, the Company, AMC and Regal entered into a joint venture known as Digital Cinema Implementation Partners LLC to facilitatethe implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digitalcinema. On March 10, 2010, the Company signed a master equipment lease agreement and other related agreements (collectively the “Agreements”) withKasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company. Upon signing the Agreements, the Companycontributed the majority of its U.S. digital projection systems to DCIP, which DCIP then contributed to Kasima. The Company has a variable interest inKasima through the terms of its master equipment lease agreement; however, the Company has determined that it is not the primary beneficiary of Kasima, asthe Company does not have the ability to direct the activities of Kasima that most significantly impact Kasima’s economic performance.As of December 31, 2015, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for itsinvestment in DCIP and its subsidiaries under the equity method of accounting. F-23(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Below is summary financial information for DCIP as of and for the years ended December 31, 2013, 2014 and 2015. Year ended December 31, 2013 2014 2015 Net operating revenue $182,659 $170,724 $171,203 Operating income $116,235 $101,956 $103,449 Net income $48,959 $61,293 $79,255 As of December 31,2014 December 31,2015 Total assets $ 1,097,467 $ 1,004,292 Total liabilities $845,319 $674,727 As a result of the Agreements, the Company installed digital projection systems to a majority of its first run U.S. theatres. The digital projection systemsare being leased from Kasima under an operating lease with an initial term of twelve years that contains ten one-year fair value renewal options. Theequipment lease agreement also contains a fair value purchase option. Under the equipment lease agreement, the Company pays annual rent of one thousanddollars per digital projection system. The Company may also be subject to various types of other rent if such digital projection systems do not meet minimumperformance requirements as outlined in the agreements. Certain of the other rent payments are subject to either a monthly or an annual maximum. As ofDecember 31, 2015, the Company had 3,781 digital projection systems being leased under the master equipment lease agreement with Kasima. The Companyhad the following transactions with DCIP during the years ended December 31, 2013, 2014 and 2015: Year Ended December 31, 2013 2014 2015 Equipment lease payments $3,853 $4,012 $4,474 Warranty reimbursements from DCIP $(1,893) $(3,169) $(4,329) RealD, Inc.The Company licenses 3-D systems from RealD. Under its license agreement with RealD, the Company earned options to purchase shares of RealDcommon stock as it installed a certain number of 3-D systems as outlined in the license agreement. During 2010 and 2011, the Company vested in a total of1,222,780 RealD options. Upon vesting in these options, the Company recorded an investment in RealD and a deferred lease incentive liability using theestimated fair value of the RealD options at the time of vesting. During March 2011, the Company exercised all of its options to purchase shares of commonstock in RealD for $0.00667 per share.The Company owns 1,222,780 shares of RealD and accounts for its investment in RealD as a marketable security. The Company has determined that itsRealD shares are available-for-sale securities in accordance with ASC Topic 320-10-35-1, therefore unrealized holding gains and losses are reported as acomponent of accumulated other comprehensive loss until realized.As of December 31, 2015, the estimated fair value of the Company’s investment in RealD was $12,900, which is based on the closing price of RealD’scommon stock of $10.55 per share on December 31, 2015, and falls under Level 1 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. F-24 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data AC JV, LLCDuring December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in theformation of AC JV, LLC (“AC”), a new joint venture that now owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerlyoperated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to varioustheatre operators to provide additional programs to augment their feature film schedule. The Fathom Consumer Events business includes live and pre-recorded concerts featuring contemporary music, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays,live sporting events and other special events. The Company paid event fees of $9,273 and $11,440 for the years ended December 31, 2014 and 2015,respectively, which are included in film rentals and advertising costs on the consolidated statements of income.AC was formed by the AC Founding Members and NCM. NCM, under a contribution agreement, contributed the assets associated with its FathomEvents division to AC in exchange for 97% ownership of the Class A Units of AC. Under a separate contribution agreement, the Founding Members eachcontributed cash of approximately $268 to AC in exchange for 1% of the Class A Units of AC. Subsequently, NCM and the Founding Members entered into aMembership Interest Purchase Agreement, under which NCM sold each of the Founding Members 31% of its Class A Units in AC, the aggregate value ofwhich was determined to be $25,000, in exchange for a six-year Promissory Note. Each of the Founding Members’ Promissory Notes were originally for$8,333, bear interest at 5% per annum and require annual principal and interest payments, with the first of such payments made during December 2014. Theremaining outstanding balance of the note payable from the Company to AC as of December 31, 2015 was $5,555.Digital Cinema Distribution CoalitionThe Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”). DCDCoperates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership inDCDC. The Company paid approximately $741 and $807 to DCDC during the years ended December 31, 2014 and 2015 related to content delivery servicesprovided by DCDC, which is included in film rentals and advertising costs on the consolidated statements of income. 8.GOODWILL AND OTHER INTANGIBLE ASSETS — NETThe Company’s goodwill was as follows: U.S.OperatingSegment InternationalOperatingSegment Total Balance at December 31, 2013 $1,150,471 $137,619 $1,288,090 Acquisition of U.S. theatres 6,085 — 6,085 Other acquisitions — 1,108 1,108 Foreign currency translation adjustments — (17,900) (17,900) Balance at December 31, 2014 $1,156,556 $120,827 $1,277,383 Acquisition of Brazil theatre — 356 356 Foreign currency translation adjustments — (30,191) (30,191) Balance at December 31, 2015 $1,156,556 $90,992 $1,247,548 Balances are presented net of accumulated impairment losses of $214,031 for the U.S. operating segment and $27,622 for the international operatingsegment. F-25(1) (1)(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data As of December 31, intangible assets-net, consisted of the following: December 31,2013 Acquisitions Amortization Other December 31,2014 Intangible assets with finite lives: Gross carrying amount $101,617 $300 $— $(1,995) $99,922 Accumulated amortization (46,297) — (5,947) 12 (52,232) Total net intangible assets with finite lives $55,320 $300 $(5,947) $(1,983) $47,690 Intangible assets with indefinite lives: Tradename 300,824 — — (490) 300,334 Total intangible assets — net $356,144 $300 $(5,947) $(2,473) $348,024 December 31,2014 Amortization Other December 31,2015 Intangible assets with finite lives: Gross carrying amount $99,922 $— $46 $99,968 Accumulated amortization (52,232) (5,716) (1,758) (59,706) Total net intangible assets with finite lives $47,690 $(5,716) $(1,712) $40,262 Intangible assets with indefinite lives: Tradename 300,334 — (952) 299,382 Total intangible assets — net $348,024 $(5,716) $(2,664) $339,644 Activity for 2014 primarily consists of $479 for impairment of a tradename intangible asset related to one U.S. theatre and foreign currency translationadjustments. Activity for 2015 primarily consists of the write-off of intangible assets for closed theatres, the write-off of a vendor contract intangible asset, $992 forimpairment of a favorable lease and foreign currency translation adjustments.Estimated aggregate future amortization expense for intangible assets is as follows: For the year ended December 31, 2016 $5,389 For the year ended December 31, 2017 4,857 For the year ended December 31, 2018 4,857 For the year ended December 31, 2019 3,977 For the year ended December 31, 2020 4,252 Thereafter 16,930 Total $40,262 9.IMPAIRMENT OF LONG-LIVED ASSETSThe Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate thecarrying amount of the assets may not be fully recoverable. See Note 1 for discussion of the Company’s impairment policy. F-26(1)(2)(1)(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data The Company’s long-lived asset impairment losses are summarized in the following table: Year Ended December 31, 2013 2014 2015 United States theatre properties $1,911 $6,168 $7,052 International theatre properties 1,175 — 757 Subtotal 3,086 6,168 7,809 Intangible assets (see Note 8) 708 479 992 Impairment of long-lived assets $3,794 $6,647 $8,801 The long-lived asset impairment charges recorded during each of the years presented are specific to theatres that were directly and individuallyimpacted by increased competition, adverse changes in market demographics, or adverse changes in the development or the conditions of the areassurrounding the theatre. As of December 31, 2015, the estimated aggregate remaining fair value of the long-lived assets impaired during the year endedDecember 31, 2015 was approximately $8,395. 10.DEFERRED CHARGES AND OTHER ASSETS — NETAs of December 31, deferred charges and other assets — net consisted of the following: December 31, 2014 2015 Long-term prepaid rents 7,296 4,278 Construction and other deposits 14,171 8,459 Equipment to be placed in service 14,124 15,388 Other 10,980 10,118 Total $46,571 $38,243 See Note 2 for discussion of debt issuance costs reclassification upon adoption of ASU 2015-03. 11.LONG-TERM DEBTAs of December 31, long-term debt consisted of the following: December 31, 2014 2015 Cinemark USA, Inc. term loan $686,000 $679,000 Cinemark USA, Inc. 4.875% senior notes due 2023 530,000 530,000 Cinemark USA, Inc. 5.125% senior notes due 2022 400,000 400,000 Cinemark USA, Inc. 7.375% senior subordinated notes due 2021 200,000 200,000 Other 6,997 5,572 Total long-term debt 1,822,997 1,814,572 Less current portion 8,423 8,405 Less debt issuance costs, net of accumulated amortization of $10,918 and $16,058, respectively 31,419 33,237 Long-term debt, less current portion $1,783,155 $1,772,930 F-27(1)(1)(1) (2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Primarily represents debt owed to NCM in relation to the recently-formed joint venture AC JV, LLC. See Note 7. See Note 2 for discussion of debt issuance costs reclassification upon adoption of ASU 2015-03.Senior Secured Credit FacilityCinemark USA, Inc. has a senior secured credit facility that includes a seven year $700,000 term loan and a five year $100,000 revolving credit line(the “Senior Secured Credit Facility”). On May 8, 2015, Cinemark USA, Inc., our wholly-owned subsidiary, amended its senior secured credit facility toextend the maturity of the $700,000 term loan from December 2019 to May 2022. Quarterly principal payments in the amount of $1,750 are due on the termloan through March 31, 2022, with the remaining principal of $635,250 due on May 8, 2022. The Company incurred debt issue costs of approximately$6,875 in connection with the amendment. In addition, the Company incurred approximately $925 in legal and other fees that are reflected as loss onamendment to debt agreement on the consolidated statement of income for the year ended December 31, 2015.Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the higher of (1) the prime lending rate as set forth on theBritish Banking Association Telerate page 5, or (2) the federal funds effective rate from time to time plus 0.50%, plus a margin of 2.0% per annum, or (B) a“eurodollar rate” plus a margin of 3.0% per annum. Interest on the revolving credit line accrues, at Cinemark USA, Inc.’s option, at: (A) a base rate equal tothe higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5 and (2) the federal funds effective rate from time totime plus 0.50%, plus a margin that ranges from 1.00% to 1.75% per annum, or (B) a “eurodollar rate” plus a margin that ranges from 2.00% to 2.75% perannum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the credit agreement.Cinemark USA, Inc.’s obligations under the Senior Secured Credit Facility are guaranteed by Cinemark Holdings, Inc. and certain of Cinemark USA,Inc.’s domestic subsidiaries and are secured by mortgages on certain fee and leasehold properties and security interests in substantially all of Cinemark USA,Inc.’s and the guarantors’ personal property, including, without limitation, pledges of all of Cinemark USA, Inc.’s capital stock, all of the capital stock ofcertain of Cinemark USA, Inc.’s domestic subsidiaries and 65% of the voting stock of certain of its foreign subsidiaries.The Senior Secured Credit Facility contains usual and customary negative covenants for agreements of this type, including, but not limited to,restrictions on Cinemark USA, Inc.’s ability, and in certain instances, its subsidiaries’ and Cinemark Holdings, Inc.’s ability, to consolidate or merge orliquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; paydividends, and repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving creditline, it is required to satisfy a consolidated net senior secured leverage ratio covenant as determined in accordance with the Senior Secured Credit Facility.The dividend restriction contained in the Senior Secured Credit Facility prevents the Company and any of its subsidiaries from paying a dividend orotherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be indefault, under the Senior Secured Credit Facility; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capitalexpenditures made since December 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cashand cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s F-28(1)(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Senior Secured Credit Facility, and (c) certain other definedamounts. As of December 31, 2015, Cinemark USA, Inc. could have distributed up to approximately $1,905,096 to its parent company and sole stockholder,Cinemark Holdings, Inc., under the terms of the Senior Secured Credit Facility, subject to its available cash and other borrowing restrictions outlined in theagreement.At December 31, 2015, there was $679,000 outstanding under the term loan and no borrowings outstanding under the revolving credit line. CinemarkUSA, Inc. had $100,000 in available borrowing capacity on the revolving credit line. Cinemark USA, Inc. had no borrowings under the revolving credit lineduring the years ended December 31, 2014 or 2015. The average interest rate on outstanding term loan borrowings under the Senior Secured Credit Facility atDecember 31, 2015 was approximately 3.6% per annum.4.875% Senior NotesOn May 24, 2013, Cinemark USA, Inc. issued $530,000 aggregate principal amount of 4.875% senior notes due 2023, at par value, (the “4.875%Senior Notes”). Proceeds, after payment of fees, were used to finance a redemption of the 8.625% Senior Notes due 2019, discussed below. Interest on the4.875% Senior Notes is payable on June 1 and December 1 of each year, beginning December 1, 2013. The 4.875% Senior Notes mature on June 1, 2023.The 4.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’ssubsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 4.875% Senior Notes and theguarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and futuresenior unsecured debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior subordinated debt. The4.875% Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to theextent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s senior secured credit facility. The 4.875% SeniorNotes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do notguarantee the 4.875% Senior Notes.The indenture to the 4.875% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,079,680 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in theindenture governing the 4.875% Senior Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 4.875% Senior Notes at a price equalto 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the4.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after givingeffect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratioas of December 31, 2015 was approximately 7.7 to 1. F-29 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Prior to June 1, 2018, Cinemark USA, Inc. may redeem all or any part of the 4.875% Senior Notes at its option at 100% of the principal amount plus amake-whole premium plus accrued and unpaid interest on the 4.875% Senior Notes to the date of redemption. After June 1, 2018, Cinemark USA, Inc. mayredeem the 4.875% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to June 1, 2016, Cinemark USA, Inc.may redeem up to 35% of the aggregate principal amount of the 4.875% Senior Notes from the net proceeds of certain equity offerings at the redemptionprice set forth in the indenture.5.125% Senior NotesOn December 18, 2012, Cinemark USA, Inc. issued $400,000 aggregate principal amount of 5.125% senior notes due 2022, at par value (the “5.125%Senior Notes”). A portion of the proceeds were used to refinance a portion of the former senior secured credit facility and to fund the purchase price for theRave Acquisition (see Note 5 to the consolidated financial statements). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of eachyear, beginning June 15, 2013. The 5.125% Senior Notes mature on December 15, 2022.The 5.125% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’ssubsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.125% Senior Notes and theguarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and futuresenior unsecured debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantor’s existing and future subordinated debt. The 5.125%Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to the extentof the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s senior secured credit facility. The 5.125% Senior Notesand the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guaranteethe 5.125% Senior Notes.The indenture to the 5.125% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,083,985 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the5.125% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in theindenture governing the 5.125% Senior Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 5.125% Senior Notes at a price equalto 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the5.125% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after givingeffect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratioas of December 31, 2015 was approximately 7.7 to 1.Prior to December 15, 2017, Cinemark USA, Inc. may redeem all or any part of the 5.125% Senior Notes at its option at 100% of the principal amountplus a make-whole premium. After December 15, 2017, Cinemark USA, Inc. may redeem the 5.125% Senior Notes in whole or in part at redemption pricesdescribed in the 5.125% Senior Notes. In addition, Cinemark USA, Inc. may redeem up to 35% of the aggregate principal amount of the 5.125% Senior Notesfrom the net proceeds of certain equity offerings at the redemption price set forth in the 5.125% Senior Notes. F-30 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 7.375% Senior Subordinated NotesOn June 3, 2011, Cinemark USA, Inc. issued $200,000 aggregate principal amount of 7.375% senior subordinated notes due 2021, at par value (the“Senior Subordinated Notes”). Interest on the Senior Subordinated Notes is payable on June 15 and December 15 of each year. The Senior SubordinatedNotes mature on June 15, 2021.The Senior Subordinated Notes are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by certain ofCinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s other debt. The SeniorSubordinated Notes and the guarantees are senior subordinated unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’sand a guarantor’s future senior subordinated indebtedness; are subordinate in right of payment to all of Cinemark USA, Inc.’s and a guarantor’s existing andfuture senior indebtedness, whether secured or unsecured, including Cinemark USA, Inc.’s obligations under its Senior Secured Credit Facility, its 5.125%Senior Notes and 4.875% Senior Notes; and structurally subordinate to all existing and future indebtedness and other liabilities of Cinemark USA, Inc.’s non-guarantor subsidiaries.The indenture to the Senior Subordinated Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of itssubsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debtor equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge orconsolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2015, Cinemark USA, Inc. could havedistributed up to approximately $2,072,800 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to theSenior Subordinated Notes, subject to its available cash and other borrowing restrictions outlined in the indenture governing the Senior Subordinated Notes.Upon a change of control, as defined in the indenture, Cinemark USA, Inc. would be required to make an offer to repurchase the Senior Subordinated Notes ata price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentureallows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence ofthe additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1, and our actual ratio as of December 31, 2015was approximately 7.7 to 1.Prior to June 15, 2016, Cinemark USA, Inc. may redeem all or any part of the Senior Subordinated Notes at its option at 100% of the principal amountplus a make-whole premium plus accrued and unpaid interest on the senior subordinated notes to the date of redemption. After June 15, 2016, Cinemark USA,Inc. may redeem the Senior Subordinated Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to June 15, 2014,Cinemark USA, Inc. may redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes from the net proceeds of certain equityofferings at the redemption price set forth in the indenture.8.625% Senior NotesOn June 29, 2009, Cinemark USA, Inc. issued $470,000 aggregate principal amount of 8.625% senior notes due 2019 (the “8.625% Senior Notes”),with an original issue discount of $11,468, resulting in proceeds of approximately $458,532. On June 24, 2013, Cinemark USA, Inc. redeemed its 8.625%Senior Notes at 112.035% of the principal amount, inclusive of a make-whole premium, plus accrued and unpaid interest, utilizing the proceeds from theissuance of the 4.875% Senior Notes discussed above. As a result of the redemption, we wrote-off approximately $8,054 in unamortized bond discount and$7,634 in unamortized debt issue costs, paid a make-whole premium of approximately $56,564 and paid other fees of $50, all of which are reflected in loss onearly retirement of debt during the year ended December 31, 2013. F-31 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Fair Value of Long Term DebtThe Company estimates the fair value of its long-term debt primarily using quoted market prices, which fall under Level 2 of the U.S. GAAP fair valuehierarchy as defined by FASB ASC Topic 820-10-35. The carrying value of the Company’s long term debt was $1,822,997 and $1,814,572 as ofDecember 31, 2014 and 2015, respectively, excluding debt issuance costs of $31,419 and $33,237, respectively. The fair value of the Company’s long termdebt was $1,790,987 and $1,806,276 as of December 31, 2014 and 2015, respectively.Covenant Compliance and Debt MaturityAs of December 31, 2015, the Company believes it was in full compliance with all agreements, including related covenants, governing its outstandingdebt.The Company’s long-term debt, excluding debt issuance costs, at December 31, 2015 matures as follows: 2016 $8,405 2017 8,389 2018 8,389 2019 8,389 2020 7,000 Thereafter 1,774,000 Total $1,814,572 12.INTEREST RATE SWAP AGREEMENTThe Company is currently a party to one interest rate swap agreement that is used to hedge a portion of the interest rate risk associated with the variableinterest rates on the Company’s term loan debt and qualifies for cash flow hedge accounting. The fair value of the interest rate swap is recorded on theCompany’s consolidated balance sheet as an asset or liability with the effective portion of the interest rate swap’s gains or losses reported as a component ofaccumulated other comprehensive loss and the ineffective portion reported in earnings. The changes in fair value are reclassified from accumulated othercomprehensive loss into earnings in the same period that the hedged item affects earnings.The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest ratesas provided by counterparty to the interest rate swap agreement and the fixed rates that the Company is obligated to pay under the agreement. Therefore, theCompany’s measurements use significant unobservable inputs, which fall in Level 3 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35.There were no changes in valuation techniques during the period and no transfers in or out of Level 3. See Note 13 for a summary of unrealized gains orlosses recorded in accumulated other comprehensive loss and earnings.Below is a summary of the Company’s interest rate swap agreement designated as cash flow hedge as of December 31, 2015: NotionalAmount Effective Date Pay Rate Receive Rate Expiration Date EstimatedTotal FairValue atDecember 31,2015 $100,000 November 2011 1.7150% 1-Month LIBOR April 2016 $373 F-32 (1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Included in accrued other current liabilities on the consolidated balance sheet as of December 31, 2015.The changes in accumulated other comprehensive loss, net of taxes, related to the Company’s interest rate swap agreements for the years endedDecember 31, 2013, 2014 and 2015 were as follows: 2013 2014 2015 Beginning balances — January 1 $(8,867) $(5,716) $(2,870) Other comprehensive loss before reclassifications, net of taxes (2,668) (3,169) (2,154) Amounts reclassified from accumulated other comprehensive loss to interest expense,net of taxes 5,819 6,015 4,790 Net other comprehensive income 3,151 2,846 2,636 Ending balances — December 31 $(5,716) $(2,870) $(234) 13.FAIR VALUE MEASUREMENTSThe Company determines fair value measurements in accordance with FASB ASC Topic 820, which establishes a fair value hierarchy under which anasset or liability is categorized based on the lowest level of input significant to its fair value measurement. The levels of input defined by FASB ASC Topic820 are as follows: Level 1 — quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date;Level 2 — other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; andLevel 3 — unobservable and should be used to measure fair value to the extent that observable inputs are not available.Below is a summary of assets and liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as ofDecember 31, 2014: Description CarryingValue Fair Value Level 1 Level2 Level 3 Interest rate swap liabilities — current (see Note 12) $(4,255) $— $— $(4,255) Interest rate swap liabilities — long term (see Note 12) $(317) $— $— $(317) Investment in RealD (see Note 7) $14,429 $14,429 $— $— Below is a summary of assets and liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as ofDecember 31, 2015: CarryingValue Fair Value Description Level 1 Level2 Level 3 Interest rate swap liabilities — current (see Note 12) $(373) $— $— $(373) Investment in RealD (see Note 7) $12,900 $12,900 $— $— F-33(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Below is a reconciliation of the beginning and ending balance for liabilities measured at fair value on a recurring basis using significant unobservableinputs (Level 3): Liabilities 2014 2015 Beginning balances — January 1 $9,176 $4,572 Total (gain) loss included in accumulated other comprehensive loss 1,411 (155) Settlements (6,015) (4,790) Ending balances — December 31 $4,572 $373 The Company also uses the market approach for fair value measurements on a nonrecurring basis in the impairment evaluations of its long-lived assets(see Note 8 and Note 9). Additionally, the Company uses the market approach to estimate the fair value of its long-term debt (see Note 11). There were nochanges in valuation techniques during the period. There were no transfers in or out of Level 1, Level 2 or Level 3 during the years ended December 31,2013, 2014 and 2015. 14.FOREIGN CURRENCY TRANSLATIONThe accumulated other comprehensive loss account in stockholders’ equity of $144,772 and $271,686 at December 31, 2014 and 2015, respectively,includes the cumulative foreign currency losses of $147,930 and $273,404, respectively, from translating the financial statements of the Company’sinternational subsidiaries, the change in fair values of the Company’s interest rate swap agreements that are designated as hedges and the change in fair valueof the Company’s available-for-sale securities.All foreign countries where the Company has operations are non-highly inflationary and the local currency is the same as the functional currency in allof the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated othercomprehensive loss.Below is a summary of the impact of translating the financial statements of the Company’s international subsidiaries as of and for the years endedDecember 31, 2013, 2014 and 2015. Other Comprehensive Country Exchange Rates as ofDecember 31, Income (Loss)For Year Ended December 31, 2013 2014 2015 2013 2014 2015 Brazil 2.36 2.69 3.96 $(34,451) $(30,723) $(74,559) Argentina 6.52 8.55 12.95 (24,845) (20,197) (30,520) Colombia 1,926.83 2,392.46 3,149.47 (2,969) (7,632) (8,043) Chile 525.5 606.2 709.16 (3,570) (5,580) (6,572) Peru 2.84 3.05 3.46 (3,685) (2,785) (4,882) All other (185) (2,066) (898) Sale of Mexico subsidiary 22,088 — — $(47,617) $(68,983) $(125,474) During November 2013, the Company completed the sale of certain of its Mexico subsidiaries. As a result of this sale, the accumulated othercomprehensive loss previously unrealized for these Mexico subsidiaries of $22,088 was recognized by the Company as part of the gain on sale. See Note 5for additional information. F-34 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 15.NONCONTROLLING INTERESTS IN SUBSIDIARIESNoncontrolling interests in subsidiaries of the Company were as follows at December 31: December 31, 2014 2015 Cinemark Partners II — 24.6% interest (in one theatre) $7,769 $7,753 Laredo Theatres — 25% interest (in two theatres) 1,112 1,761 Greeley Ltd. — 49.0% interest (in one theatre) 589 740 Other 859 851 Total $10,329 $11,105 During August 2013, the Company purchased the 49.9% noncontrolling interest share of one of its Brazilian subsidiaries, Adamark Cinemas S.A.(“Adamark”), for approximately $5,621 in cash. Adamark had investments in two of the Company’s Brazilian theatres. The increase in the Company’sownership interest in the Brazilian subsidiary was accounted for as an equity transaction in accordance with ASC Topic 810-10-45-23. The Companyrecorded a decrease in additional paid-in-capital of approximately $4,618, which represented the difference between the cash paid and the book value of theBrazilian subsidiary’s noncontrolling interest account. As a result of this transaction, the Company owns 100% of the shares in Adamark.Below is a summary of the impact of changes in the Company’s ownership interest in its subsidiaries on its equity: Year ended December 31, 2013 2014 2015 Net income attributable to Cinemark Holdings, Inc. $148,470 $192,610 $216,869 Transfers from noncontrolling interests Decrease in Cinemark Holdings, Inc. additional paid-in-capital for the buyout ofAdamark non-controlling interest (4,618) — — Net transfers from non-controlling interests (4,618) — — Change from net income attributable to Cinemark Holdings, Inc. and transfers fromnoncontrolling interests $143,852 $192,610 $216,869 16.CAPITAL STOCKCommon Stock — Common stockholders are entitled to vote on all matters submitted to a vote of the Company’s stockholders. Subject to the rights ofholders of any then outstanding shares of the Company’s preferred stock, the Company’s common stockholders are entitled to any dividends that may bedeclared by the board of directors. The shares of the Company’s common stock are not subject to any redemption provisions. The Company has no issued andoutstanding shares of preferred stock.The Company’s ability to pay dividends is effectively limited by its status as a holding company and the terms of its subsidiary’s indentures and seniorsecured credit facility, which also significantly restricts the ability of certain of the Company’s subsidiaries to pay dividends directly or indirectly to theCompany. See Note 11. Furthermore, certain of the Company’s foreign subsidiaries currently have a deficit in retained earnings which prevents the Companyfrom declaring and paying dividends from those subsidiaries. F-35 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Treasury Stock — Treasury stock represents shares of common stock repurchased by the Company and not yet retired. The Company has applied thecost method in recording its treasury shares.Below is a summary of the Company’s treasury stock activity for the years ended December 31, 2013, 2014 and 2015: Number of TreasuryShares Cost Balance at January 1, 2013 3,553,085 $48,482 Restricted stock forfeitures 22,653 — Restricted stock withholdings 119,197 3,464 Balance at December 31, 2013 3,694,935 $51,946 Restricted stock forfeitures 25,947 — Restricted stock withholdings 336,253 9,861 Balance at December 31, 2014 4,057,135 $61,807 Restricted stock forfeitures 17,897 — Restricted stock withholdings 108,472 4,770 Balance at December 31, 2015 4,183,504 $66,577 The Company repurchased forfeited and canceled restricted shares at a cost of $0.001 per share in accordance with the Company’s Amended andRestated 2006 Long Term Incentive Plan. The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock.The Company determined the number of shares to be withheld based upon market values that ranged from $28.84 to $44.67 per share.As of December 31, 2015, the Company had no plans to retire any shares of treasury stock.Stock Options — Below is a summary of stock option activity and related information for the years ended December 31, 2013 and 2014: Year EndedDecember 31, 2013 Year EndedDecember 31, 2014 NumberofOptions WeightedAverageExercisePrice NumberofOptions WeightedAverageExercisePrice Outstanding at January 1 22,022 $7.63 14,584 $7.63 Exercised (7,438) $7.63 (14,584) $7.63 Outstanding at December 31 14,584 $7.63 — Vested options at December 31 14,584 $7.63 — The total intrinsic value of options exercised during the years ended December 2013 and 2014 was $168 and $296, respectively. The Companyrecognized tax benefits of approximately $71 and $124 related to the options exercised during the year ended December 31, 2013 and 2014, respectively. F-36(1)(2)(1)(2)(1)(2)(1)(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Restricted Stock — Below is a summary of restricted stock activity for the years ended December 31, 2013, 2014 and 2015: Year EndedDecember 31, 2013 Year EndedDecember 31, 2014 Year EndedDecember 31, 2015 Shares ofRestrictedStock WeightedAverageGrantDate FairValue Shares ofRestrictedStock WeightedAverageGrantDate FairValue Shares ofRestrictedStock WeightedAverageGrantDate FairValue Outstanding at January 1 1,534,163 $18.85 1,260,913 $21.86 878,897 $24.92 Granted 271,532 $30.09 269,774 $28.93 226,212 $42.79 Vested (522,129) $17.27 (625,843) $20.53 (329,437) $23.72 Forfeited (22,653) $22.92 (25,947) $22.94 (17,897) $27.58 Outstanding at December 31 1,260,913 $21.86 878,897 $24.92 757,775 $30.73 During the year ended December 31, 2015, the Company granted 226,212 shares of restricted stock to directors and employees of the Company. Thefair value of the restricted stock granted was determined based on the market value of the Company’s common stock on the date of grant, which ranged from$40.75 to $43.28 per share. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards. Restricted stock granted todirectors vests over a one-year period. Restricted stock granted to employees vests over periods ranging from one year to four years based on continuedservice. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restrictedshares is prohibited during the restriction period.Below is a summary of restricted stock award activity recorded for the periods indicated: Year Ended December 31, 2013 2014 2015 Compensation expense recognized during the period $12,738 $9,534 $9,600 Fair value of restricted shares that vested during the period $10,161 $18,773 $14,424 Income tax deduction upon vesting of restricted stock awards $4,268 $5,625 $3,823 As of December 31, 2015, the remaining unrecognized compensation expense related to these restricted stock awards was approximately $11,944. Theweighted average period over which this remaining compensation expense will be recognized is approximately two years.Restricted Stock Units — During the years ended December 31, 2013, 2014 and 2015, the Company granted restricted stock units representing115,107, 197,515 and 142,917 hypothetical shares of common stock, respectively, to employees. The restricted stock units vest based on a combination offinancial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines aninternal rate of return (“IRR”) for a measurement period, as defined in the award agreement, based on a formula utilizing a multiple of Adjusted EBITDAsubject to certain specified adjustments (as defined in the restricted stock unit award agreement). The measurement period for the restricted stock unit awardsgranted during the year ended December 31, 2013 is a three year period and the measurement period for the restricted stock unit awards granted during theyears ended December 31, 2014 and 2015 is a two year period. The financial performance factors for the restricted stock units have a threshold, target andmaximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. If the IRRfor the defined measurement period is at least 8.5% (7.5% for the 2015 grant), which is the threshold, at least one-third of the restricted stock units vest. If theIRR for the defined measurement period is at least 10.5% (9.5% for the 2015 grant), which is the target, at least two-thirds of the restricted stock units vest. Ifthe IRR for the defined measurement period is at least 12.5% (11.5% for the 2015 grant), which is F-37 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data the maximum, 100% of the restricted stock units vest. Further, as an example, if the Company achieves an IRR equal to 11.0%, the number of restricted stockunits that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. Allpayouts of restricted stock units that vest will be subject to an additional service requirement and will be paid in the form of common stock if the participantcontinues to provide services through the fourth anniversary of the grant date.At the time of each of the restricted stock unit grants, the Company assumes the IRR level to be reached for the defined measurement period will be themid-point IRR level in determining the amount of compensation expense to record for such grants. If and when additional information becomes available toindicate that something other than the mid-point IRR level will be achieved, the Company adjusts compensation expense on a prospective basis over theremaining service period. The Company assumed forfeiture rates ranging from 0% to 5% for the restricted stock unit awards granted during 2015. Restrictedstock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the years endedDecember 31, 2013, 2014 and 2015 at each of the three levels of financial performance (excluding forfeitures): Granted During the Year Ended December 31, 2013 2014 2015 Numberof Valueat Numberof Valueat Numberof Valueat Units Grant Units Grant Units Grant at IRR of at least 8.5% (7.5% for 2015 grant) 38,366 $1,129 65,832 $1,879 47,640 $2,057 at IRR of at least 10.5% (9.5% for 2015 grant) 76,741 $2,259 131,683 $3,758 95,282 $4,115 at IRR of at least 12.5% (11.5% for 2015 grant) 115,107 $3,389 197,515 $5,637 142,917 $6,173 The weighted average grant date fair values for units issued during the years ended December 31, 2013, 2014, and 2015 were $29.44, $28.54 and$43.19, respectively.Below is a summary of activity for restricted stock unit awards for the periods indicated: Year Ended December 31, 2013 2014 2015 Number of restricted stock unit awards that vested during the period 295,751 395,751 123,769 Fair value of restricted stock unit awards that vested during the period $8,723 $11,420 $5,483 Accumulated dividends paid upon vesting of restricted stock unit awards $939 $1,352 $442 Income tax benefit recognized upon vesting of restricted stock unit awards $3,663 $4,796 $2,303 Compensation expense recognized during the period $4,148 $3,284 $6,158 During the year ended December 31, 2015, the Compensation Committee of the Board of Directors approved a modification to each of the 2013 and2014 restricted stock unit grants. The modifications resulted in a cap on the foreign currency exchange rate devaluation impact to be used in calculating theIRR for the respective measurement periods. The Company revalued each of the grants based on the Company’s stock price at the date of modification, whichwas $33.02. The modifications resulted in incremental compensation expense of approximately $2,460 for the year ended December 31, 2015.As of December 31, 2015, the Company had restricted stock units outstanding that represented a total 544,076 hypothetical shares of common stock,net of actual cumulative forfeitures of 22,985 units, assuming the maximum IRR is achieved for all of the outstanding restricted stock unit awards. F-38 (1) (1) (1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data As of December 31, 2015, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $6,600, whichreflects an IRR level of 11.1% that was achieved for the 2012 grants, an IRR level of 12.5% that was achieved for the 2013 and 2014 grants and an IRR levelof 9.5% that is estimated to be achieved for the 2015 grant. The weighted average period over which this remaining compensation expense will berecognized is approximately two years. 17.SUPPLEMENTAL CASH FLOW INFORMATIONThe following is provided as supplemental information to the consolidated statements of cash flows: Year Ended December 31, 2013 2014 2015 Cash paid for interest $116,890 $107,926 $105,155 Cash paid for income taxes, net of refunds received $136,124 $122,972 $108,435 Noncash investing and financing activities: Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment $(7,325) $(1,225) $2,491 Theatre properties and equipment acquired under capital lease $69,541 $19,908 $36,544 Investment in NCM — receipt of common units (see Note 6) $98,797 $8,216 $15,421 Dividends accrued on unvested restricted stock unit awards $(772) $(530) $(593) Investment in AC JV, LLC (see Note 7) $8,333 $— $— Issuance of promissory note related to investment in AC JV, LLC (see Note 7) $(8,333) $— $— Receipt of promissory note related to sale of investment in a Taiwan joint venture $— $— $2,304 Additions to theatre properties and equipment included in accounts payable as of December 31, 2014 and 2015 were $13,235 and $10,744,respectively. 18.INCOME TAXESIncome before income taxes consisted of the following: Year Ended December 31, 2013 2014 2015 Income before income taxes: U.S. $162,687 $205,521 $259,652 Foreign 101,177 84,542 88,015 Total $263,864 $290,063 $347,667 F-39(1)(1) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Current and deferred income taxes were as follows: Year Ended December 31, 2013 2014 2015 Current: Federal $97,467 $61,732 $71,288 Foreign 42,690 27,681 35,874 State 10,951 6,125 10,682 Total current expense $151,108 $95,538 $117,844 Deferred: Federal $(30,833) $6,322 $10,420 Foreign 2,653 (6,437) (3,339) State (9,612) 641 4,014 Total deferred taxes (37,792) 526 11,095 Income taxes $113,316 $96,064 $128,939 A reconciliation between income tax expense and taxes computed by applying the applicable statutory federal income tax rate to income beforeincome taxes follows: Year Ended December 31, 2013 2014 2015 Computed statutory tax expense $92,353 $101,522 $121,683 Foreign inflation adjustments 67 641 (1,295) State and local income taxes, net of federal income tax impact 789 4,549 9,559 Foreign losses not benefited and other changes in valuation allowance (2,052) (275) (2,408) Foreign tax rate differential (336) (2,125) (2,660) Foreign dividends 3,294 1,083 — Sale of Mexican subsidiaries and related changes in intangible assets 21,406 (10,065) — Changes in uncertain tax positions (2,024) (1,540) 3,717 Other — net (181) 2,274 343 Income taxes $113,316 $96,064 $128,939 The Company reinvests the undistributed earnings of its non-U.S. subsidiaries with the exception of its subsidiary in Ecuador. Accordingly, deferredU.S. federal and state income taxes are provided only on the undistributed earnings of the Company’s subsidiary in Ecuador. As of December 31, 2015, theCompany has not provided deferred taxes on approximately $316,000 of undistributed earnings of non-U.S. subsidiaries, as it is the Company’s policy toindefinitely reinvest these earnings in non-U.S. operations. However, the Company may periodically repatriate a portion of these earnings to the extent that itdoes not incur an additional U.S. tax liability. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is notpracticable. F-40 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Deferred Income TaxesThe tax effects of significant temporary differences and tax loss and tax credit carryforwards comprising the net long-term deferred income taxliabilities as of December 31, 2014 and 2015 consisted of the following: December 31, 2014 2015 Deferred liabilities: Theatre properties and equipment $127,010 $141,155 Tax impact of items in accumulated other comprehensive income (loss) 55 158 Intangible asset — other 29,342 28,889 Intangible asset — tradenames 111,726 112,413 Investment in partnerships 111,328 108,733 Total deferred liabilities 379,461 391,348 Deferred assets: Deferred lease expenses 27,341 26,966 Exchange loss — 3,736 Deferred revenue — NCM 124,366 128,642 Capital lease obligations 73,306 75,966 Tax loss carryforwards 7,764 7,379 Alternative minimum tax and other credit carryforwards 43,384 41,300 Other expenses, not currently deductible for tax purposes 25,807 20,204 Total deferred assets 301,968 304,193 Net deferred income tax liability before valuation allowance 77,493 87,155 Valuation allowance against deferred assets — current 2,384 — Valuation allowance against deferred assets — non-current 50,489 50,636 Net deferred income tax liability $130,366 $137,791 Net deferred tax liability — Foreign $12,213 $4,212 Net deferred tax liability — U.S. 118,153 133,579 Total $130,366 $137,791 The Company’s foreign tax credit carryforwards began to expire 2015. Some foreign net operating losses will expire in the next reporting period;however, some losses may be carried forward indefinitely. State net operating losses may be carried forward for periods of between five and twenty years withthe last expiring year being 2035.During November 2015, the FASB issued ASU 2015-17, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires thatdeferred tax assets and liabilities be classified as long-term on the balance sheet. The Company elected to early adopt ASU 2015-17 effective December 31,2015, on a prospective basis. Adoption of ASU 2015-17 resulted in a reclassification of the Company’s net current deferred tax asset to the net long-termdeferred tax asset on the Company’s consolidated balance sheet as of December 31, 2015. Balances as of December 31, 2014 have not been recast. F-41 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Uncertain Tax PositionsThe following is a reconciliation of the total amounts of unrecognized tax benefits excluding interest and penalties, for the years ended December 31,2013, 2014 and 2015: Year Ended December 31, 2013 2014 2015 Balance at January 1, $33,222 $18,780 $16,515 Gross increases — tax positions in prior periods 413 10 40 Gross decreases — tax positions in prior periods — (2,379) — Gross increases — current period tax positions 1,476 1,324 2,112 Gross decreases — current period tax positions — — — Settlements (15,444) (963) (871) Foreign currency translation adjustments (887) (257) (663) Balance at December 31, $18,780 $16,515 $17,133 The Company had $15,693 and $17,008 of unrecognized tax benefits, including interest and penalties, as of December 31, 2014 and 2015,respectively. Of these amounts, $15,693 and $17,008 represent the amount of unrecognized tax benefits that if recognized would impact the effective incometax rate for the years ended December 31, 2014 and 2015, respectively. The Company had $2,500 and $3,198 accrued for interest and penalties as ofDecember 31, 2014 and 2015, respectively.The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in certain state and foreign jurisdictions and are routinelyunder audit by many different tax authorities. The Company believes that its accrual for tax liabilities is adequate for all open audit years based on itsassessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve aseries of complex judgments about future events. The Company is no longer subject to income tax audits from the Internal Revenue Service for years before2012. The Company is no longer subject to state income tax examinations by tax authorities in its major state jurisdictions for years before 2011. Certainstate returns were amended as a result of the Internal Revenue Service examination closures for 2007 through 2009, and the statutes remain open for thoseamendments. The Company is no longer subject to non-U.S. income tax examinations by tax authorities in its major non-U.S. tax jurisdictions for yearsbefore 2004.The Company is currently under audit in the non-U.S. tax jurisdictions of Brazil and Chile. The Company believes that it is reasonably possible thatthe Chile audit will be completed within the next twelve months. F-42 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 19.COMMITMENTS AND CONTINGENCIESLeases — The Company conducts a significant part of its theatre operations in leased properties under noncancelable operating and capital leases withterms generally ranging from 10 to 25 years. In addition to the minimum annual lease payments, some of the leases provide for contingent rentals based onoperating results of the theatre and most require the payment of taxes, insurance and other costs applicable to the property. The Company can renew, at itsoption, a substantial portion of the leases at defined or then market rental rates for various periods. Some leases also provide for escalating rent paymentsthroughout the lease term. A liability for deferred lease expenses of $46,003 and $43,333 at December 31, 2014 and 2015, respectively, has been provided toaccount for lease expenses on a straight-line basis, where lease payments are not made on such a basis. Theatre rent expense was as follows: Year Ended December 31, 2013 2014 2015 Fixed rent expense $224,056 $237,891 $240,057 Contingent rent and other facility lease expenses 83,795 79,205 79,704 Total facility lease expense $307,851 $317,096 $319,761 Future minimum lease payments under noncancelable operating and capital leases that have initial or remaining terms in excess of one year atDecember 31, 2015 are due as follows: OperatingLeases CapitalLeases 2016 $248,498 $35,156 2017 236,630 33,640 2018 210,089 34,050 2019 181,967 33,394 2020 161,279 32,441 Thereafter 661,398 155,164 Total $1,699,861 323,845 Amounts representing interest payments (96,113) Present value of future minimum payments 227,732 Current portion of capital lease obligations (18,780) Capital lease obligations, less current portion $208,952 Employment Agreements — On August 20, 2015 the Company’s board of directors announced that Mr. Mark Zoradi will be the Company’s ChiefExecutive Officer. The Company and Mr. Zoradi entered into an Employment Agreement effective as of August 24, 2015. The Company has employmentagreements with Lee Roy Mitchell, Tim Warner, Mark Zoradi, Sean Gamble, Robert Copple, Valmir Fernandes, Michael Cavalier and Rob Carmony. Exceptfor Mr. Warner’s, the employment agreements are subject to automatic extensions for a one-year period, unless the employment agreements are terminated.Mr. Warner’s employment agreement terminates on April 1, 2016. The base salaries stipulated in the employment agreements are subject to review at leastannually during the term of the agreements for increase (but not decrease) by the Company’s Compensation Committee. Management personnel subject tothese employment agreements are eligible to receive annual cash incentive bonuses upon the Company meeting certain performance targets established bythe Compensation Committee within the first 90 days of the fiscal year.Retirement Savings Plan — The Company has a 401(k) retirement savings plan for the benefit of all employees and makes contributions as determinedannually by the board of directors. Employer contribution F-43 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data payments of $2,718 and $3,043 were made in 2014 (for plan year 2013) and 2015 (for plan year 2014), respectively. A liability of approximately $3,333 hasbeen recorded at December 31, 2015 for employer contribution payments to be made in 2016 (for plan year 2015).Litigation — Joseph Amey, et al. v. Cinemark USA, Inc., Case No. 3:13cv05669, In the United States District Court for the Northern District ofCalifornia, San Francisco Division. The case presents putative class action claims for damages and attorney’s fees arising from employee wage and hourclaims under California law for alleged meal period, rest break, reporting time pay, unpaid wages, pay upon termination, and wage statements violations. Theclaims are also asserted as a representative action under the California Private Attorney General Act (“PAGA”). The Company denies the claims, denies thatclass certification is appropriate and denies that a PAGA representative action is appropriate, and is vigorously defending against the claims. The Companydenies any violation of law and plans to vigorously defend against all claims. The Court recently determined that class certification is not appropriate anddetermined that a PAGA representative action is not appropriate. The plaintiff may appeal these rulings. The Company is unable to predict the outcome of thelitigation or the range of potential loss.The Company received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice. The CID relates toan investigation under Sections 1 and 2 of the Sherman Act. The Company also received CIDs from the Antitrust Section of the Office of the Attorney Generalof the State of Ohio and later from other states regarding similar inquiries under state antitrust laws. The CIDs request the Company to answer interrogatories,and produce documents, or both, related to the investigation of matters including film clearances, potential coordination and/or communication with othermajor theatre circuits and related joint ventures. The Company intends to fully cooperate with all federal and state government agencies. Although theCompany does not believe that it has violated any federal or state antitrust or competition laws, it cannot predict the ultimate scope, duration or outcome ofthese investigations.From time to time, the Company is involved in other various legal proceedings arising from the ordinary course of its business operations, such aspersonal injury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance or byindemnification from vendors. The Company believes its potential liability with respect to these types of proceedings currently pending is not material,individually or in the aggregate, to the Company’s financial position, results of operations and cash flows. 20.SEGMENTSThe Company manages its international market and its U.S. market as separate reportable operating segments. The international segment consists ofoperations in Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curacao.The Company sold its theatres in Mexico on November 15, 2013. Each segment’s revenue is derived from admissions and concession sales and otherancillary revenues, primarily screen advertising. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resourcesis Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is notused to evaluate the performance or allocate resources between segments. F-44 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Below is a breakdown of select financial information by reportable operating segment: Year Ended December 31, 2013 2014 2015 Revenues: U.S. $1,912,674 $1,934,990 $2,137,733 International 783,053 704,623 728,735 Eliminations (12,833) (12,623) (13,859) Total revenues $2,682,894 $2,626,990 $2,852,609 Year Ended December 31, 2013 2014 2015 Adjusted EBITDA : U.S. $455,489 $436,863 $497,339 International 169,834 159,662 166,416 Total Adjusted EBITDA $625,323 $596,525 $663,755 Year Ended December 31, 2013 2014 2015 Capital expenditures: U.S. $117,488 $148,532 $223,213 International 142,182 96,173 108,513 Total capital expenditures $259,670 $244,705 $331,726 Distributions from NCM are reported entirely within the U.S. operating segmentThe following table sets forth a reconciliation of net income to Adjusted EBITDA: Year Ended December 31, 2013 2014 2015 Net income $150,548 $193,999 $218,728 Add (deduct): Income taxes 113,316 96,064 128,939 Interest expense 124,714 113,698 112,741 Loss on early retirement of debt 72,302 — — Loss on amendment to debt agreement — — 925 Other income (24,688) (22,150) (20,041) Depreciation and amortization 163,970 175,656 189,206 Impairment of long-lived assets 3,794 6,647 8,801 (Gain) loss on sale of assets and other (3,845) 15,715 8,143 Deferred lease expenses 5,701 2,536 (1,806) Amortization of long-term prepaid rents 2,625 1,542 2,361 Share based awards compensation expense 16,886 12,818 15,758 Adjusted EBITDA $625,323 $596,525 $663,755 Includes amortization of debt issue costs. Includes interest income, foreign currency exchange loss, and equity in income of affiliates and excludes distributions from NCM. F-45(1)(1)(1)(2)(1)(2) Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data Financial Information About Geographic AreaBelow is a breakdown of select financial information by geographic area: Year Ended December 31, 2013 2014 2015 Revenues U.S. $1,912,674 $1,934,990 $2,137,733 Brazil 325,762 333,919 291,959 Other foreign countries 457,291 370,704 436,776 Eliminations (12,833) (12,623) (13,859) Total $2,682,894 $2,626,990 $2,852,609 December 31, 2014 2015 Theatres properties and equipment, net U.S. $1,094,076 $1,175,535 Brazil 204,107 163,505 Other foreign countries 152,629 166,029 Total $1,450,812 $1,505,069 21.RELATED PARTY TRANSACTIONSThe Company manages theatres for Laredo Theatres, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnershipinterests of Laredo. Lone Star Theatres, Inc. owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts,Lee Roy Mitchell’s son-in-law. Lee Roy Mitchell is the Company’s Chairman of the Board and directly and indirectly owns approximately 9% of theCompany’s common stock. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre revenues up to$50,000 and 3% of annual theatre revenues in excess of $50,000. The Company recorded $558, $564 and $567 of management fee revenues during the yearsended December 31, 2013, 2014 and 2015, respectively. All such amounts are included in the Company’s consolidated financial statements with theintercompany amounts eliminated in consolidation. The Company also paid distributions to Lone Star Theatres, Inc. of $1,000 during the year endedDecember 31, 2013.The Company has an Aircraft Time Sharing Agreement with Copper Beech Capital, LLC to use, on occasion, a private aircraft owned by Copper BeechCapital, LLC. Copper Beech Capital, LLC is owned by Mr. Mitchell and his wife, Tandy Mitchell. The private aircraft is used by Mr. Mitchell and otherexecutives who accompany Mr. Mitchell to business meetings for the Company. The Company reimburses Copper Beech Capital, LLC the actual costs offuel usage and the expenses of the pilots, landing fees, storage fees and similar expenses incurred during the trip. For the years ended December 31, 2013,2014 and 2015, the aggregate amounts paid to Copper Beech Capital, LLC for the use of the aircraft was approximately $91, $74 and $410, respectively.The Company currently leases 15 theatres and one parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy. Raymond Syufy is oneof the Company’s directors and is an officer of the general partner of Syufy. Of these 16 leases, 15 have fixed minimum annual rent. The one lease withoutminimum annual rent has rent based upon a specified percentage of gross sales as defined in the lease. For the years ended December 31, F-46 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 2013, 2014 and 2015, the Company paid total rent of approximately $22,876, $21,040 and $20,581, respectively, to Syufy. 22.VALUATION AND QUALIFYING ACCOUNTSThe Company’s valuation allowance for deferred tax assets for the years ended December 31, 2013, 2014 and 2015 were as follows: ValuationAllowancefor DeferredTaxAssets Balance at January 1, 2013 $13,326 Additions 14,162 Deductions (1,777) Balance at December 31, 2013 $25,711 Additions 28,612 Deductions (1,450) Balance at December 31, 2014 $52,873 Additions 437 Deductions (2,674) Balance at December 31, 2015 $50,636 23.QUARTERLY FINANCIAL INFORMATION (UNAUDITED) 2014 FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Full Year Revenues $602,280 $717,863 $646,903 $659,944 $2,626,990 Operating income $67,855 $116,866 $82,284 $96,065 $363,070 Net income $35,696 $72,134 $38,532 $47,637 $193,999 Net income attributable to Cinemark Holdings, Inc. $35,443 $71,731 $38,129 $47,307 $192,610 Net income per share attributable to Cinemark Holdings, Inc.’s commonstockholders: Basic $0.31 $0.62 $0.33 $0.41 $1.66 Diluted $0.31 $0.62 $0.33 $0.41 $1.66 2015 FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Full Year Revenues $645,398 $799,932 $700,056 $707,223 $2,852,609 Operating income $90,438 $134,493 $99,127 $99,094 $423,152 Net income $42,902 $70,890 $46,701 $58,235 $218,728 Net income attributable to Cinemark Holdings, Inc. $42,521 $70,258 $46,339 $57,751 $216,869 Net income per share attributable to Cinemark Holdings, Inc.’s commonstockholders: Basic $0.37 $0.61 $0.40 $0.50 $1.87 Diluted $0.37 $0.61 $0.40 $0.50 $1.87 F-47 Table of ContentsCINEMARK HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn thousands, except share and per share data 24.SUBSEQUENT EVENTSOn February 16, 2016, the Compensation Committee of the Company’s board of directors approved the Amended and Restated EmploymentAgreement of Mark Zoradi, to be effective February 19, 2016 (the “Amended Agreement”). The Amended Agreement amends Section 3.2(c) by providing thatthe Equity Awards (as defined in the Amended Agreement) shall be at least 200% of Mr. Zoradi’s base salary and providing for an additional amount forpersonal expenses. The amendments conform the Amended Agreement to the terms of Mr. Zoradi’s employment offer in August 2015.The Company’s board of directors approved a cash dividend for the fourth quarter of 2015 of $0.27 per share of common stock payable to stockholdersof record on March 7, 2016. The dividend will be paid on March 18, 2016.***** F-48 Table of ContentsSCHEDULE 1 — CONDENSED FINANCIAL INFORMATION OF REGISTRANTCINEMARK HOLDINGS, INC.PARENT COMPANY BALANCE SHEETS(In thousands, except share data) December 31,2014 December 31,2015 Assets Cash and cash equivalents $29 $36 Prepaid assets 55 — Investment in subsidiaries 1,126,395 1,102,148 Total assets $1,126,479 $1,102,184 Liabilities and equity Liabilities Accrued other current liabilities, including accounts payable to subsidiaries $13,163 $1,794 Other long-term liabilities 516 682 Total liabilities 13,679 2,476 Commitments and contingencies (see Note 6) Equity Common stock, $0.001 par value: 300,000,000 shares authorized; 119,757,582 shares issued and 115,700,447shares outstanding at December 31, 2014 and 120,107,563 shares issued and 115,924,059 sharesoutstanding at December 31, 2015 120 120 Additional paid-in-capital 1,095,040 1,113,219 Treasury stock, 4,057,135 and 4,183,504 common shares at cost at December 31, 2014 and December 31,2015, respectively (61,807) (66,577) Retained earnings 224,219 324,632 Accumulated other comprehensive loss (144,772) (271,686) Total equity 1,112,800 1,099,708 Total liabilities and equity $1,126,479 $1,102,184 The accompanying notes are an integral part of the condensed financial information of the registrant. S-1 Table of ContentsCINEMARK HOLDINGS, INC.PARENT COMPANY STATEMENTS OF INCOMEYEARS ENDED DECEMBER 31, 2013, 2014 and 2015(in thousands) 2013 2014 2015 Revenues $— $— $— Cost of operations 2,215 2,857 2,684 Operating loss (2,215) (2,857) (2,684) Other income — — — Loss before income taxes and equity in income of subsidiaries (2,215) (2,857) (2,684) Income taxes 842 1,086 1,020 Equity in income of subsidiaries, net of taxes 149,843 194,381 218,533 Net income $148,470 $192,610 $216,869 The accompanying notes are an integral part of the condensed financial information of the registrant. S-2 Table of ContentsCINEMARK HOLDINGS, INC.PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2013, 2014 and 2015(In thousands) 2013 2014 2015 Net income $148,470 $192,610 $216,869 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,865,$1,759 and $1,562, net of settlements 3,151 2,846 2,636 Unrealized gain (loss) due to fair value adjustments on available-for-sale securities, net of taxes of $1,223,$1,479 and $572 (2,041) 2,507 (957) Other comprehensive income (loss) in equity method investments 2,386 676 (3,119) Foreign currency translation adjustments, net of taxes of $0, $0, and $888 (47,617) (68,982) (125,474) Total other comprehensive loss, net of tax (44,121) (62,953) (126,914) Total comprehensive income, net of tax 104,349 129,657 89,955 Comprehensive income attributable to noncontrolling interests — — — Comprehensive income attributable to Cinemark Holdings, Inc. $104,349 $129,657 $89,955 The accompanying notes are an integral part of the condensed financial information of the registrant. S-3 Table of ContentsCINEMARK HOLDINGS, INC.PARENT COMPANY STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2013, 2014 and 2015(in thousands) 2013 2014 2015 Operating Activities Net income $148,470 $192,610 $216,869 Adjustments to reconcile net income to cash provided by operating activities: Share based awards compensation expense 840 943 885 Equity in income of subsidiaries (149,843) (194,381) (218,533) Changes in other assets and liabilities 4,301 11,196 6,194 Net cash provided by operating activities 3,768 10,368 5,415 Investing Activities Dividends received from subsidiaries 105,150 115,000 115,225 Net cash provided by investing activities 105,150 115,000 115,225 Financing Activities Proceeds from stock option exercises 57 112 — Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings (3,464) (9,861) (4,770) Dividends paid to stockholders (106,045) (115,625) (115,863) Net cash used for financing activities (109,452) (125,374) (120,633) Increase (decrease) in cash and cash equivalents (534) (6) 7 Cash and cash equivalents: Beginning of period 569 35 29 End of period $35 $29 $36 The accompanying notes are an integral part of the condensed financial information of the registrant. S-4 Table of ContentsCINEMARK HOLDINGS, INC.NOTES TO PARENT COMPANY FINANCIAL STATEMENTSIn thousands, except share and per share data 1.BASIS OF PRESENTATIONCinemark Holdings, Inc. conducts substantially all of its operations through its subsidiaries. These statements should be read in conjunction with theCompany’s consolidated financial statements and notes included elsewhere in this annual report on Form 10-K. There are significant restrictions overCinemark Holdings, Inc.’s ability to obtain funds from its subsidiaries through dividends, loans or advances as contained in Cinemark USA, Inc.’s seniorsecured credit facility and the indentures to each of the 4.875% Senior Notes, the 5.125% Senior Notes and the 7.375% Senior Subordinated Notes(collectively referred to herein as the “Notes”). These condensed parent company financial statements have been prepared in accordance with Rule 12-04,Schedule I of Regulation S-X, as the restricted net assets of Cinemark Holdings, Inc.’s subsidiaries under each of the debt agreements previously notedexceeds 25 percent of the consolidated net assets of Cinemark Holdings, Inc. As of December 31, 2015, the restricted net assets totaled approximately$811,988 and $980,128 under the senior secured credit facility and the Notes, respectively. See Note 11 to the Company’s consolidated financial statementsincluded elsewhere in this annual report on Form 10-K. 2.DIVIDEND PAYMENTSBelow is a summary of dividends declared for the fiscal periods indicated. DateDeclared Date ofRecord DatePaid Amount perCommonShare TotalDividends 02/12/13 03/04/13 03/15/13 $0.21 $24,325 05/24/13 06/06/13 06/20/13 $0.21 24,348 08/15/13 08/28/13 09/12/13 $0.25 28,992 11/19/13 12/02/13 12/11/13 $0.25 29,152 Total – Year ended December 31, 2013 $106,817 02/14/14 03/04/14 03/19/14 $0.25 $29,015 05/22/14 06/06/14 06/20/14 $0.25 29,030 08/13/14 08/28/14 09/12/14 $0.25 29,032 11/12/14 12/02/14 12/11/14 $0.25 29,078 Total – Year ended December 31, 2014 $116,155 02/17/15 03/04/15 03/18/15 $0.25 $29,025 05/18/15 06/05/15 06/19/15 $0.25 29,075 08/20/15 08/31/15 09/11/15 $0.25 29,080 11/13/15 12/02/15 12/16/15 $0.25 29,276 Total – Year ended December 31, 2015 $116,456 Of the dividends recorded during 2013, 2014 and 2015, $772, $530 and $593, respectively, were related to outstanding restricted stock units and willnot be paid until such units vest. See Note 16 of the Company’s consolidated financial statements included elsewhere in this report. Beginning with the dividend declared on August 15, 2013, the Company’s board of directors raised the quarterly dividend to $0.25 per common share. 3.DIVIDENDS RECEIVED FROM SUBSIDIARIESDuring the years ended December 31, 2013, 2014 and 2015, Cinemark Holdings, Inc. received cash dividends of $105,150, $115,000 and $115,225,respectively, from its subsidiary, Cinemark USA, Inc. Cinemark USA, Inc. also declared a noncash distribution to Cinemark Holdings, Inc. during the yearsended December 31, 2013 and 2015 of approximately $4,971 and $17,935, respectively. S-5(2)(1)(1)(2) Table of ContentsCINEMARK HOLDINGS, INC.NOTES TO PARENT COMPANY FINANCIAL STATEMENTSIn thousands, except share and per share data 4.LONG-TERM DEBTCinemark Holdings, Inc. has no direct outstanding debt obligations, but its subsidiaries do. For a discussion of the debt obligations of CinemarkHoldings, Inc.’s subsidiaries, see Note 11 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K. 5.CAPITAL STOCKCinemark Holdings, Inc.’s capital stock along with its long-term incentive plan and related activity are discussed in Note 16 of the Company’sconsolidated financial statements included elsewhere in this annual report on Form 10-K. 6.COMMITMENTS AND CONTINGENCIESCinemark Holdings, Inc. has no direct commitments and contingencies, but its subsidiaries do. See Note 19 of the Company’s consolidated financialstatements included elsewhere in this annual report on Form 10-K. S-6 Table of ContentsEXHIBITSTOFORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FORCINEMARK HOLDINGS, INC.FOR FISCAL YEAR ENDEDDECEMBER 31, 2015 E-1 Table of ContentsEXHIBIT INDEX Number Exhibit Title 2.1(a) Stock Contribution and Exchange Agreement, dated as of August 7, 2006, by and between Cinemark Holdings, Inc., Cinemark, Inc., SyufyEnterprises, LP and Century Theatres Holdings, LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, File No.000-47040, filed by Cinemark USA, Inc. on August 11, 2006). 2.1(b) Stock Purchase Agreement, dated as of August 7, 2006, by and among Cinemark USA, Inc., Cinemark Holdings, Inc., Syufy Enterprises LP,Century Theatres, Inc. and Century Theatres Holdings, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, FileNo, 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, TheMitchell 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 (incorporatedby 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 Asset Purchase Agreement, dated as of November 16, 2012, by and among Cinemark USA, Inc., Rave Real Property Holdco, LLC andcertain of its subsidiaries, Rave Cinemas, LLC and RC Processing, LLC. (incorporated by reference to Exhibit 2.3 to Cinemark Holdings,Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 28, 2013). 3.1 Second Amended and Restated Certificate of Incorporation of Cinemark Holdings, Inc. filed with the Delaware Secretary of State on April9, 2007 (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to our Registration Statement on Form S-1, File No. 333-140390,filed April 9, 2007). 3.2(a) Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 9, 2007 (incorporated by reference to Exhibit 3.2 to AmendmentNo. 2 to our Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007). 3.2(b) First Amendment to the Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 16, 2007 (incorporated by reference toExhibit 3.2(b) to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-140390, filed April 19, 2007). 3.2(c) Second Amendment to the Amended and Restated Bylaws of Cinemark Holdings, Inc. dated August 20, 2015 (incorporated by reference toExhibit 3.1 to Current Report on Form 8K, File No. 001-33401, filed August 21, 2015). 4.1 Specimen stock certificate of Cinemark Holdings, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to our RegistrationStatement on Form S-1, File No. 333-140390, filed April 9, 2007). 4.2(a) Indenture dated as of June 29, 2009, between Cinemark USA, Inc. and Wells Fargo Bank, N.A., as trustee governing the 8/% senior notesof Cinemark USA, Inc. issued thereunder (incorporated by reference to Exhibit 4.2 to the Cinemark Holdings, Inc.’s Current Report onForm 8-K, File No. 001-33401, filed July 6, 2009). 4.2(b) Form of 8/% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.2(a) above) (incorporated by reference toExhibit 4.3 to the Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed July 6, 2009). E-2 58 58 Table of Contents 4.3(a) Indenture, dated as of June 3, 2011, between Cinemark USA, Inc. and Wells Fargo Bank, N.A. governing the 7/% senior subordinatednotes issued thereunder (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401, filed on July 6, 2011). 4.3(b) Form of 7/% senior subordinated notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.3(a) above) (incorporatedby reference to Exhibit 4.3 to the Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on July 6, 2011). 4.4(a) Indenture, dated as of December 18, 2012, between Cinemark USA, Inc. and Wells Fargo Bank, N.A. governing the 5/% senior notesissued thereunder (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401,filed on December 20, 2012). 4.4(b) Form of 5/% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.4(a) above) (incorporated by reference toExhibit 4.1 to the Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on December 20, 2012). 4.5(a) Indenture, dated as of May 24, 2013, between Cinemark USA, Inc. and Well Fargo Bank, N.A. governing the 4.,875% Senior Notes issuedthereunder (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401 filedMay 28, 2013). 4.5(b) Form of 4.875% Senior Notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.5(a) above (incorporated by referenceto Exhibit 4.3 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401, filed May 28, 2013). 10.1(a) Management Agreement, dated December 10, 1993, between Laredo Theatre, Ltd. and Cinemark USA, Inc. (incorporated by reference toExhibit 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 TexasProperties, Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) toCinemark, 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 TexasProperties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(c) tothe Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). *10.1(d) Third Amendment to Management Agreement of Laredo Theatres, Ltd., effective as of December 10, 2013, between CNMK TexasProperties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. 10.2 License Agreement, dated December 10, 1993, between Laredo Joint Venture and Cinemark USA, Inc. (incorporated by reference toExhibit 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) Amended and Restated Credit Agreement, dated as of December 18, 2012, among Cinemark USA, Inc., Cinemark Holdings, Inc., theseveral banks and other financial institutions and entities from time to time parties thereto, Barclays Bank PLC, Deutsche Bank SecuritiesInc., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, Morgan Stanley Senior Funding, Inc.,as syndication agent, Deutsche Bank Securities Inc., Wells Fargo Securities, Inc. and Webster Bank, N.A., as co-documentation agents,and Barclays Bank PLC, as administrative agent. (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Reporton Form 8-K, File No. 001-33401, filed on December 20, 2012). E-3 38 38 18 18 Table of Contents 10.4(b) Second Amendment to the Amended and Restated Credit Agreement, dated as of May 8, 2015, among Cinemark USA, Inc., CinemarkHoldings, Inc., the several banks and other financial institutions and entities from time to time parties thereto, Barclays Bank PLC asadministrative agent, Barclays Bank PLC as lead arranger, Barclays, Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc.and Wells Fargo Securities, LLC, as joint bookrunners, J.P.Morgan Securities LLC, Webster Bank, N.A., as co-arrangers (incorporated byreference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on May 14, 2015). 10.4(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). 10.4(d) Reaffirmation agreement, dated as of December 18, 2012, between Cinemark Holdings, Inc., Cinemark USA, Inc. and each subsidiaryguarantor party thereto (incorporated by reference to Exhibit 10.4(c) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No.001-33401, filed February 28, 2013). 10.5(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 March31, 1993). 10.5(b) Tax Sharing Agreement, dated as of July 28, 1993, between Cinemark USA, Inc. and Cinemark Mexico (USA) (incorporated by reference toExhibit 10.10 to Cinemark Mexico (USA)’s Registration Statement on Form S-4, File No. 033-72114, filed November 24, 1993). +10.6(a) Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Lee Roy Mitchell (incorporated byreference to Exhibit 10.5 (q) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). +10.6(b) Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Rob Carmony (incorporated by referenceto Exhibit 10.5 (r) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). +10.6(c) Second Amended and Restated Employment Agreement, dated as of January 21, 2014 between Cinemark Holdings, Inc. and TimothyWarner (incorporated by reference to Exhibit 10.42 to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filedFebruary 28, 2014). +10.6(d) First Amendment to Second Amended and Restated Employment Agreement, dated as of August 20, 2015 (to be effective as of August 24,2015), between Cinemark Holdings, Inc. and Timothy Warner (incorporated by reference to Exhibit 10.1 to Current Report on Form 8K,File No. 001-33401, filed August 21, 2015). +10.6(e) Amended and Restated Employment Agreement, dated as of January 21, 2014, between Cinemark Holdings, Inc. and Robert Copple(incorporated by reference to Exhibit 10.43 to Cinemark Holdings, Inc.’s Annual Report on Form 10-K , File No. 001-33401, filedFebruary 28, 2014). +10.6(f) Employment Agreement dated as of June 23, 2014, by and between Cinemark Holdings, Inc. and Sean Gamble (incorporated by referenceto Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed June 23, 2014). +10.6(g) Employment agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Michael Cavalier (incorporated by reference toExhibit 10.4 to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2008). E-4 Table of Contents +10.6(h) Employment Agreement, dated as of February 15, 2010, between Cinemark Holdings, Inc. and Valmir Fernandes (incorporated byreference to Exhibit 10.5(v) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 10, 2010). +10.6(i) Amendment to Employment Agreement dated as of November 12, 2014 between Cinemark Holdings, Inc. and Lee Roy Mitchell(incorporated by reference to Exhibit 10.6(h) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filedFebruary 27, 2015). +10.6(j) Employment Agreement, dated as of August 20, 2015 (to be effective as of August 24, 2015), between Cinemark Holdings, Inc. and MarkZoradi (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, File No. 001-33401, filed August 21, 2015). +10.6(k) Consulting Agreement, dated as of August 20, 2015 (to be effective as of April 1, 2016), between Cinemark Holdings, Inc. and TimothyWarner (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, File No. 001-33401, filed August 21, 2015).*+10.6(l) Amended and Restated Employment Agreement, dated as of February 19, 2016, between Cinemark Holdings, Inc. and Mark Zoradi. +10.7(a) Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 4.1 to CinemarkHoldings, Inc.’s Quarterly Report on form 10-Q, File No. 001-33401, filed May 9, 2008). +10.7(b) First Amendment to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference toExhibit 10.1 to Current Report on Form 8-K, File No. 001-33401, filed February 18, 2014). +10.7(c) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7(b) to Cinemark Holdings, Inc.’s Registration Statement onForm S-1, File No. 333-140390, filed February 1, 2007). +10.7(d) Form of Restricted Share Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term IncentivePlan (incorporated by reference to Exhibit 4.6 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-146349,filed August 29, 2008). +10.7(e) Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long TermIncentive Plan (incorporated by reference to Exhibit 10.7(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 29, 2012). +10.7(f) First Amendment to the Amended and Restated 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to CinemarkHoldings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed February 18, 2014). +10.7(g) Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long TermIncentive Plan, as amended (incorporated by reference to Exhibit 10.7(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, FileNo. 001-33401, filed February 27, 2015).*+10.7(h) Form of Restricted Share Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term IncentivePlan as amended. 10.8 Amended and Restated Exhibitor Services Agreement between National CineMedia, LLC and Cinemark USA, Inc., dated as of December26, 2013 (incorporated by reference to Exhibit 10.45 to Cinemark Holdings, Inc.’s Annual Report on Form 10-K , File No. 001-33401,filed February 28, 2014). E-5 Table of Contents 10.9 Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 12, 2007, by and betweenCinemark Media, Inc., American Multi-Cinema, Inc., Regal CineMedia, LLC and National CineMedia, Inc. (incorporated by reference toExhibit 10.9 to Amendment No. 1 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedMarch 16, 2007). 10.10(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(a) to Amendment No. 5 toCinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.10(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporatedby reference to Exhibit 10.10(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.10(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by referenceto Exhibit 10.10(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedApril 20, 2007). 10.10(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporatedby reference to Exhibit 10.10(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.10(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Stadium 14,Sacramento, CA. (incorporated by reference to Exhibit 10.10(a) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.11(a) Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California,Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(a) to Amendment No. 5 to CinemarkHoldings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.11(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference toExhibit 10.11(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April20, 2007). 10.11(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference toExhibit 10.11(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.11(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated byreference to Exhibit 10.11(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). E-6 Table of Contents 10.11(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Laguna 16, ElkGrove, CA. (incorporated by reference to Exhibit 10.10(b) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.12(a) Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California,Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(a) to Amendment No. 5 to Cinemark Holdings,Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).. 10.12(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit10.14(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20,2007). 10.12(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit10.14(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18,2007). 10.12(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference toExhibit 10.14(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.12(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 14, Folsom, CA.(incorporated by reference to Exhibit 10.10(c) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filedNovember 7, 2013). 10.13(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada,Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(a) to Amendment No. 5 to CinemarkHoldings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.13(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by referenceto Exhibit 10.15(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedApril 20, 2007). 10.13(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit10.15(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18,2007). 10.13(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by referenceto Exhibit 10.15(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedApril 18, 2007). E-7 Table of Contents 10.13(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit10.15(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20,2007). 10.13(f) Fifth Amendment to Indenture of Lease, dated as of October 5, 2012 by and between Syufy Enterprises, L.P. as landlord and CenturyTheatres, Inc., as tenant, for Cinedome 12, Henderson, NV. (incorporated by reference to Exhibit 10.13(f) to Cinemark Holdings, Inc.’sAnnual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). 10.14(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.17(a) to Amendment No. 5 toCinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.14(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated byreference to Exhibit 10.17(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.14(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference toExhibit 10.17(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.14(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated byreference to Exhibit 10.17(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.14(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference toExhibit 10.17(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April20, 2007). 10.14(f) Fifth Amendment to Indenture of Lease dated as of May 1, 2014 by and between Syufy Enterprises, L.P., as landlord and CenturyTheatres, Inc., as tenant for Century 8, North Hollywood, CA. (incorporated by reference to Exhibit 10.14(f) to Cinemark Holdings, Inc.’sAnnual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). 10.15(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.21(a) to Amendment No.5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.15(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA(incorporated by reference to Exhibit 10.21(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 20, 2007). E-8 Table of Contents 10.15(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated byreference to Exhibit 10.21(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.15(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA(incorporated by reference to Exhibit 10.21(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 18, 2007). 10.15(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Cinema 16,Mountain View, CA. (incorporated by reference to Exhibit 10.10(d) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No.001-33401, filed November 7, 2013). 10.16(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(a) to Amendment No. 5 to CinemarkHoldings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.16(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference toExhibit 10.24(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April20, 2007). 10.16(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit10.24(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20,2007). 10.16(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference toExhibit 10.24(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.16(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit10.24(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20,2007). 10.17(a) Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, forCentury 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.25(a) to Amendment No. 5 to Cinemark Holdings,Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.17(b) First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, aslandlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit10.25(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18,2007). E-9 Table of Contents 10.17(c) Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of April 10, 1998, by and between Dyer TriangleLLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference toExhibit 10.25(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.17(d) Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, aslandlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA. (incorporated by reference to Exhibit10.10(j) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.18(a) Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant,for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(a) to Amendment No. 5 to Cinemark Holdings, Inc.’sRegistration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.18(b) First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., aslandlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(b) toAmendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.18(c) Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises,L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(c) toAmendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.18(d) Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P.,as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV. (incorporated by reference to Exhibit 10.10(i) ofCinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.19(a) Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), aslandlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.27(a) toAmendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.19(b) First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, (incorporatedby reference to Exhibit 10.27(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.19(c) Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of October 1, 1996, by and between SyufyEnterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25,Orange, (incorporated by reference to Exhibit 10.27(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement onForm S-1, File No. 333-140390, filed April 18, 2007). 10.19(d) Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of October 1, 1996, by and between Stadium PromenadeLLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA. (incorporated by reference to Exhibit10.10(h) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). E-10 Table of Contents 10.20(a) Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord andCentury Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.28(a) to Amendment No. 5to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.20(b) First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc.(succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporatedby reference to Exhibit 10.28(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.20(c) Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm PropertiesInc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM(incorporated by reference to Exhibit 10.28(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 18, 2007). 10.20(d) Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc.(succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM. (incorporatedby reference to Exhibit 10.10(g) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7,2013). 10.21(a) Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., astenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(a) to Amendment No. 5 to Cinemark Holdings, Inc.’sRegistration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.21(b) First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises,L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(b) toAmendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.21(c) Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between SyufyEnterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit10.29(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18,2007). 10.21(d) Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises,L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA. (incorporated by reference to Exhibit 10.10(e) ofCinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.22(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.31(a) to Amendment No. 5 toCinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.22(b) First Amendment, dated as of October 1, 1996, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference toExhibit 10.31(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April20, 2007). E-11 Table of Contents 10.22(c) Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated byreference to Exhibit 10.31(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.22(d) Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference toExhibit 10.31(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.22(e) Fourth Amendment dated as of September 29, 2005 to Indenture of Lease, dated September 30, 1995 between Syufy Enterprises L.P., aslandlord and Century Theatres, Inc., as tenant for Century Stadium 16, Ventura, CA. (incorporated by reference to Exhibit 10.22(e) toCinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). 10.22(f) Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference toExhibit 10.31(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April20, 2007). 10.22(g) Sixth Amendment dated November 29, 2012 to Indenture of Lease, dated as of September 30, 1995, between Syufy Enterprises, L.P., aslandlord and Century Theatres, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.22(g) toCinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). 10.23(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.32(a) to Amendment No. 5 to CinemarkHoldings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.23(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by referenceto Exhibit 10.32(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedApril 20, 2007). 10.23(c) Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by referenceto Exhibit 10.32(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filedApril 18, 2007). 10.23(d) Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Northridge 14, Salinas, CA.(incorporated by reference to Exhibit 10.10(m) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filedNovember 7, 2013). 10.24(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), aslandlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(a)to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). E-12 Table of Contents 10.24(b) First Amendment, dated as of January 4, 1998, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties,Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT(incorporated by reference to Exhibit 10.33(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 18, 2007). 10.24(c) Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyProperties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt LakeCity, UT (incorporated by reference to Exhibit 10.33(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement onForm S-1, File No. 333-140390, filed April 20, 2007). 10.24(d) Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties,Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT(incorporated by reference to Exhibit 10.33(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 18, 2007). 10.24(e) Fourth Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties,Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT(incorporated by reference to Exhibit 10.33(e) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1,File No. 333-140390, filed April 18, 2007). 10.24(f) Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between SYUT Properties,Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres of Utah, Inc. (succeeded by Century Theatres, Inc.), as tenant,for Century 16, Salt Lake City, UT. (incorporated by reference to Exhibit 10.10(l) of Cinemark Holdings, Inc. Quarterly Report on Form10-Q, File No. 001-33401, filed November 7, 2013). 10.25(a) Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant,for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(a) to Amendment No. 5 to Cinemark Holdings, Inc.’sRegistration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.25(b) First Amendment, dated as of April 30, 2003, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., aslandlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(b) toAmendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.25(c) Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P.,as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(c) toAmendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.25(d) Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises,L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(d)to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). E-13 Table of Contents 10.25(e) Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P.,as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA. (incorporated by reference to Exhibit 10.10(k) ofCinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.26(a) Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant,for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(a) to Amendment No. 5 to Cinemark Holdings, Inc.’sRegistration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.26(b) First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., aslandlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(b) toAmendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.26(c) Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between SyufyEnterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference toExhibit 10.35(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April18, 2007). 10.26(d) Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P.,as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV. (incorporated by reference to Exhibit 10.10(f) ofCinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.27(a) Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres ofCalifornia, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(a) to Amendment No. 5 toCinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.27(b) First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated byreference to Exhibit 10.36(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.27(c) Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated byreference to Exhibit 10.36(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 10.27(d) Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit10.36(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18,2007). 10.27(e) Fourth Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between SyufyEnterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated byreference to Exhibit 10.36(e) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). E-14 Table of Contents 10.27(f) Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises,L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Sacramento, CA(incorporated by reference to Exhibit 10.10(n) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filedNovember 7, 2013). +10.28 Cinemark Holdings, Inc. Performance Bonus Plan, as amended (incorporated by reference to Appendix B to Cinemark Holdings, Inc.’sDefinitive Proxy Statement filed on April 11, 2013). +10.29 Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to Cinemark Holdings,Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 28, 2014). *12 Calculation of Ratio of Earnings to Fixed Charges. *21 Subsidiaries of Cinemark Holdings, Inc. *23.1 Consent of Deloitte & Touche LLP. *31.1 Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-OxleyAct of 2002. *32.2 Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-OxleyAct of 2002.*101 The following financial information from Cinemark Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015filed with the SEC on February 24, 2016, formatted in XBRL includes: (i) Consolidated Balance Sheets (ii) Consolidated Statements ofIncome, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Equity, (v) Consolidated Statements ofCash Flows and (vi) the Notes to Consolidated Financial Statements tagged as detailed text. *Filed herewith.+Any management contract, compensatory plan or arrangement. E-15 EXHIBIT 10.1(d)THIRD AMENDMENT TO MANAGEMENT AGREEMENTOF LAREDO THEATRE, LTD.This Third Amendment to Management Agreement (the “Amendment”) is effective as of December 10, 2013 (the “Effective Date”) by and betweenCNMK Texas Properties, L.L.C., a Texas limited liability company, as successor in interest to Cinemark USA, Inc. (“Manager”), and Laredo Theatre, Ltd., aTexas limited partnership (“Owner”).RECITALS:A. Owner and Manager are parties to that certain Management Agreement effective as of December 10, 1993, as amended by the First Amendment toManagement Agreement dated December 10, 2003 and the Second Amendment to Management Agreement dated December 10, 2008 (the “OriginalAgreement”).B. The parties hereto desire to amend the Original Agreement to extend its term in accordance with the provisions of this Amendment.C. Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Original Agreement unless otherwisedefined herein.NOW, THEREFORE, BE IT RESOLVED, that in consideration of the above premises and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereby agree as follows:1. Extension of Term. The parties hereto agree that Section 5(a) of the Original Agreement is hereby amended to renew and extend the term of theOriginal Agreement for a period of five (5) years from the Effective Date of this Amendment, which term will expire on December 10, 2018.2. Ratification. Except as hereby expressly amended, the Original Agreement shall remain in full force and effect, and is hereby ratified and confirmedin all respects on and as of the date hereof.[SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CNMK TEXAS PROPERTIES, L.L.C.By: _/s/ Michael Cavalier Name: Michael Cavalier Title: Senior VP — General CounselLAREDO THEATRE, LTD.By: CNMK TEXAS PROPERTIES, LTD.,its General Partner By: SUNNYMEAD CINEMA CORP., its General Partner By _/s/ Tim Warner Name: Tim Warner Title: Chief Executive Officer 2 EXHIBIT 10.6(l)AMENDED AND RESTATEDEMPLOYMENT AGREEMENTThis Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of February 19, 2016 (the “Effective Date”), byand between Cinemark Holdings, Inc., a Delaware corporation (the “Company”), and Mark Zoradi (“Executive”).PRELIMINARY STATEMENTS1. The Company and Executive are parties to that certain Employment Agreement made and entered into as of August 20, 2015, by and between theCompany and Executive (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Agreement.2. The Company and Executive have agreed to amend the Agreement as hereinafter set forth.1. Employment.1.1 Title and Duties. The Company hereby employs Executive as Chief Executive Officer of the Company effective as of August 24, 2015 (the“Effective Date”). Executive’s duties, responsibilities and authority shall be consistent with Executive’s position and titles and shall include serving in asimilar capacity with certain of the Company’s Subsidiaries (as hereinafter defined) and such other duties, responsibilities and authority as may be assignedto Executive by the Board of Directors of the Company (the “Board”). Executive shall report directly to the Board.1.2 Services and Exclusivity of Services. The Company and Executive recognize that the services to be rendered by Executive are of such anature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot bemeasured exclusively in terms of hours or services rendered in any particular period. Executive shall devote Executive’s full business time and shall useExecutive’s best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company and its Subsidiaries, and mattersrelated thereto. Nothing in this Agreement shall preclude Executive from serving on boards of directors of up to one other company which is not competitiveto the Company upon the Board’s approval not to be unreasonably withheld or participating on a board of or in trade organizations, charitable, community,school or religious activities that do not substantially interfere with his duties and responsibilities hereunder or conflict with the interests of the Company.1.3 Location of Office. The Company shall make available to Executive an office and support services at the Company’s headquarters inDallas/Plano, Texas area. Executive’s main office shall be at such location.1.4 Subsidiaries; Person. For purposes of this Agreement, “Subsidiary” or “Subsidiaries” means, as to any Person, any other Person (i) of whichsuch Person or any other Subsidiary of such Person is a general partner; (ii) of which such Person, any one or more of its other Subsidiaries of such Person, orsuch Person and any one or more of its other Subsidiaries, directly or indirectly owns or controls securities or other equity interests representing more than 1 fifty percent (50%) of the aggregate voting power; or (iii) of which such Person, any one or more of its other Subsidiaries of such Person, or such Person andany one or more its other Subsidiaries, possesses the right to elect more than fifty percent _(50%) of the board of directors or Persons holding similarpositions; and “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company,trust, unincorporated organization, or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).2. Term. The term of Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date and shall continue untilAugust 23, 2018; provided, however, that at the end of the Term, the Company may elect to extend the Term for an additional one-year period upon six(6) months prior written notice by the Company to Executive, exercising its right to extend the Term for one additional year (the “Renewal Term”).References in this Agreement to the “balance of the Term” shall mean the period of time remaining in the initial Term, or if applicable, the one year extensionif exercised by the Company.3. Compensation.3.1 Base Salary. During the Term, the Company will pay to Executive a base salary at the rate of $816,000 per year, payable in accordance withthe Company’s practices in effect from time to time (“Base Salary”). Company shall also pay Executive a personal allowance in the amount of $30,000 percalendar year. Amounts payable shall be reduced by standard withholding and other authorized deductions. Such Base Salary shall be reviewed during theTerm for increase (but not decrease) in the sole discretion of the Board, or such individual, group or committee that the Board may select as its delegate, notless frequently than annually during the Term. In conducting any such review, the Board or such delegate shall consider and take into account, among otherthings, any change in Executive’s responsibilities, performance of Executive, the compensation of other similarly situated executives of comparablecompanies and other pertinent factors. Once increased, Executive’s Base Salary shall not be decreased except upon mutual agreement between the parties,and, as so increased, shall constitute Base Salary hereunder.3.2 Bonuses; Incentive, Savings and Retirement Plans; Welfare Benefit Plans.(a) Executive shall be entitled to participate in all annual and long- term bonuses and incentive, savings and retirement plans generallyavailable to other similarly situated executive employees of the Company. Executive, and Executive’s family as the case may be, shall be eligible toparticipate in and receive all benefits under welfare benefit plans, practices, programs and policies provided to senior executives of the Company, includingthe Chief Executive Officer, the President, other Executive Vice Presidents and other Senior Vice Presidents of the Company, including, without limitation,medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs. TheCompany reserves the right to modify, suspend or discontinue any and all of its benefits referred to in this Section 3.2 at any time without recourse byExecutive so long as such action is taken generally with respect to other executives and does not single out Executive.(b) In addition to his Base Salary, for each fiscal year ending during the Term, Executive will be entitled to participate in the CinemarkHoldings, Inc. Performance 2 Bonus Plan (the “Annual Bonus Plan”), as such Annual Bonus Plan may be amended from time to time, or pursuant to the terms of any successor plan;provided, however, Executive’s target bonus shall not be less than 100% of Executive’s Base Salary and Executive’s maximum target shall not be less than150% of Executive’s Base Salary. If the performance targets specified by the Compensation Committee of the Board are satisfied, Executive will receive anannual incentive cash bonus (the “Annual Bonus “) based upon the award opportunity parameters and performance targets established by the CompensationCommittee of the Board pursuant to the terms of the Annual Bonus Plan. The amount of the Annual Bonus award opportunity and the performance targetsthat must be satisfied to receive such Annual Bonus award will be established by the Compensation Committee, in its sole discretion, each fiscal yearpursuant to the terms of the Annual Bonus Plan. All such Annual Bonus award payments will be payable as specified pursuant to the terms of the AnnualBonus Plan and will be reduced by standard withholding and other authorized deductions.(c) Executive will be eligible to participate in and receive grants of equity incentive awards (“Equity Awards”) under the Company’sAmended and Restated 2006 Long Term Incentive Plan (the “Equity Incentive Plan”), as such Equity Incentive Plan may be amended from time to time, orpursuant to the terms of any successor plan. Equity Awards to Executive may be granted at such times and subject to such terms and conditions as the EquityIncentive Plan administrator shall determine; provided, however, Equity Awards shall be at least 200% of Executive’s Base Salary. Upon the consummationof a Sale of the Company, Executive’s Equity Awards will accelerate and become fully vested (assuming Executive is then, and has been continuously,employed by the Company or any of its Subsidiaries). For purposes hereof, “Sale of the Company” is defined and has the meaning specified in the EquityIncentive Plan.3.3 Fringe Benefits and Personal Expense Allowance.(a) Executive shall be entitled to receive an annual personal expense allowance in the amount of $30,000 for personal travel and livingexpenses. Such personal expense allowance shall be reduced by standard withholding and other authorized deductions.3.4 Travel and Expenses. Executive shall be entitled to reimbursement for expenses incurred in the furtherance of the business of the Companyin accordance with the Company’s practices and procedures, as they may exist from time to time. Executive may, in his discretion, elect to purchase, and bereimbursed for, business class tickets on any international flights for which scheduled flight time exceeds five hours. Executive shall keep complete andaccurate records of all expenditures such that Executive may substantiate and fully account for such expenses according to the Company’s practices andprocedures.3.5 Vacation. Executive shall be entitled to no less than twenty (20) days paid vacation and other absences from work in accordance with theCompany’s vacation and absence policy in effect at the time of such vacations or absences which shall be taken at such times as are consistent withExecutive’s responsibilities hereunder.3.6 Payment of Compensation and Benefits. Executive acknowledges and agrees that all payments required to be paid to Executive and benefitsto be provided to Executive may be paid or provided by the Company, its successor or any other Subsidiary of the Company. 3 4. Confidential Information; Non-Competition.4.1 General. Executive acknowledges that during his employment and as a result of his relationship with the Company and its affiliates,Executive has obtained and will obtain knowledge of, and has been given and will be given access to, information, including, but not limited to, informationregarding the business, operations, services, proposed services, business processes, advertising, marketing and promotional plans and materials, price lists,pricing policies, ticket sales, film licensing, purchasing, real estate acquisition and leasing, other financial information and other trade secrets, confidentialinformation and proprietary material of the Company and its affiliates or designated as being confidential by the Company or its affiliates which are notgenerally known to non-Company personnel, including information and material originated, discovered or developed in whole or in part by Executive(collectively referred to herein as “Confidential Information”). The term “Confidential Information” does not include any information which (i) at the time ofdisclosure is generally available to the public (other than as a result of a disclosure by Executive in breach of this Agreement) or (ii) was available toExecutive on a non-confidential basis from a source (other than the Company or its Affiliates or their representatives) that is not and was not prohibited fromdisclosing such information to Executive by a contractual, legal or fiduciary obligation. Executive agrees that during the Term and, to the fullest extentpermitted by law, thereafter, Executive will, in a fiduciary capacity for the benefit of the Company and its affiliates, hold all Confidential Information strictlyin confidence and will not directly or indirectly reveal, report, disclose, publish or transfer any of such Confidential Information to any Person, or utilize anyof the Confidential Information for any purpose, except in furtherance of Executive’s employment under this Agreement and except to the extent thatExecutive may be required by law to disclose any Confidential Information. Executive acknowledges that the Company and its affiliates are providingExecutive additional Confidential Information that Executive was not given prior to execution of this Agreement, as further consideration to Executive forexecuting this Agreement, including the promises and covenants made by Executive in this Section 4.4.2 Non-Competition. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during thecourse of his employment with the Company and its Subsidiaries, he has, and will, become familiar with the trade secrets of the Company and its Subsidiariesand with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall continue to be of special,unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during Executive’s employment hereunder and for oneyear after the date of termination of employment (the “Non-compete Period” ), he shall not directly or indirectly own any interest in, manage, control,participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in, anyCompeting Business. For purposes hereof, “Competing Business” means any business that owns, operates or manages any movie theatre within a 25-mileradius (if such theatre is outside of a Major DMA) or a 10- mile radius (if such theatre is within a Major DMA) of any theatre (i) being operated by theCompany or any of its Subsidiaries during Executive’s employment hereunder (but excluding any theatres which the Company and its Subsidiaries haveceased to operate as of the date of the termination of Executive’s employment hereunder) or (ii) under consideration by the Company or any of itsSubsidiaries for opening as of the date of termination of employment; “Major DMA” means a Designated Market Area with a number of households 4 in excess of 700,000; “Designated Market Area” means each of those certain geographic market areas for the United States designated as such by NielsenMedia Research, Inc. (“Nielsen”), as modified from time to time by Nielsen, whereby Nielsen divides the United States into non-overlapping geography forplanning, buying and evaluating television audiences across various markets and whereby a county in the United States is exclusively assigned, on the basisof the television viewing habits of the people residing in the county, to one and only one Designated Market Area; and all theatres operated by the Companyand its Subsidiaries in Canada shall be treated as being outside of a Major DMA. Nothing herein shall prohibit Executive from (i) being a passive owner ofnot more than five percent (5%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no activeparticipation in the business of such corporation or (ii) during the one year period following the termination of Executive’s employment, owning, operatingor investing in up to five (5) movie theatres, so long as each such theatre is outside of a 25-mile radius of the theatres being operated by the Company or anyof its Subsidiaries or under consideration by the Company or any of its Subsidiaries for opening, in each case, as of the time of termination of Executive’semployment. During the one-year period following the termination of Executive’s employment for any reason, Executive shall provide reasonable notice tothe Company of his plans for acquiring ownership in, commencing operations of, or investing in, any movie theatre prior to any such event. Notwithstandingthe foregoing, Executive’s obligations under this Section 4.2 shall terminate and become null and void if Executive terminates his employment with GoodReason.4.3 Proprietary Interest. All inventions, designs, improvements, patents, copyrights and discoveries conceived by Executive during Executive’semployment by the Company or its affiliates that are useful in or directly or indirectly related to the business of the Company and its affiliates or to anyexperimental work carried on by the Company or its affiliates, shall be the property of the Company and its affiliates. Executive will promptly and fullydisclose to the Company or its affiliates all such inventions, designs, improvements, patents, copyrights and discoveries (whether developed individually orwith other persons) and shall take all steps necessary and reasonably required to assure the Company’s or such affiliate’s ownership thereof and to assist theCompany and its affiliates in protecting or defending the Company’s or such affiliate’s proprietary rights therein.4.4 Return of Materials. Executive expressly acknowledges that all data, books, records and other Confidential Information of the Company andits affiliates obtained in connection with the Company’s business is the exclusive property of the Company or its affiliates and that upon the termination ofExecutive’s employment by the Company or its affiliates, Executive will immediately surrender and return to the Company or its affiliates all such items andall other property belonging to the Company or its affiliates then in the possession of Executive, and Executive shall not make or retain any copies thereof.4.5 Property of the Company. Executive acknowledges that from time to time in the course of providing services pursuant to this Agreement,Executive shall have the opportunity to inspect and use certain property, both tangible and intangible, of the Company and its affiliates and Executivehereby agrees that such property shall remain the exclusive property of the Company and its affiliates. Executive shall have no right or proprietary interest insuch property, whether tangible or intangible, including, without limitation, Executive’s customer and supplier lists, contract forms, books of account,computer programs and similar property. 5 4.6 Reasonable in Scope and Duration; Consideration. Executive agrees and acknowledges that the restrictions contained in this Section 4 arereasonable in scope and duration and are necessary to protect the business interests and Confidential Information of the Company and its affiliates after theEffective Date of this Agreement, and Executive further agrees and acknowledges that he has reviewed the provisions of this Agreement with his legalcounsel. Executive acknowledges and agrees that Executive will receive substantial, valuable consideration from the Company for the covenants containedin this Section 4, including, without limitation, compensation and other benefits.5. Termination.5.1 Termination Prior to Expiration of Term. Notwithstanding anything to the contrary contained in Section 2, Executive’s employment may beterminated prior to the expiration of the Term only as provided in this Section 5.5.2 Death or Disability.(a) The Company may terminate Executive’s employment hereunder due to death or Disability (as defined below). If Executive’semployment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or personal representative in the event of death) shallbe entitled to receive (i) all Base Salary due to Executive through the date of termination; (ii) the actual bonus, if any, he would have received in respect ofthe fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date ofExecutive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situatedactive executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) anypreviously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuantto which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued EmploymentEntitlements “); (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicablefollowing the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case ofDisability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s personal representative from the dateon which Executive was first unable substantially to perform Executive’s duties through the date of such termination; and (v) any benefits payable toExecutive or Executive’s beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executiveand/or Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms assimilarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’sdependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death orDisability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in thedefinition of Accrued Employment Entitlements) shall be governed by the terms of such plans. 6 (b) “Disability” shall mean if, by reason of any medically determinable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less than twelve (12) months, Executive is either (i) unable to engage in any substantial gainfulactivity or (ii) receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Companyemployees. Executive’s Disability shall be determined by the Company, in good faith, based upon information supplied by Executive and the physicianmutually agreed upon by the Company and Executive. Executive agrees to submit to physical exams and diagnostic tests reasonably recommended by suchphysician.5.3 Termination by the Company for Cause or by Executive because of a Voluntary Termination.(a) Executive’s employment hereunder may be terminated by the Company for Cause (as hereinafter defined) or by Executive under aVoluntary Termination (as hereinafter defined). If Executive’s employment hereunder is terminated under this Section 5.3, Executive shall be entitled toreceive all Base Salary due to Executive through the date of termination. Furthermore, all previously vested rights of Executive under an Equity Award orsimilar incentive compensation plan or program shall be treated in accordance with the terms of such plan or program. Except as specifically set forth in thisSection 5.3, the Company shall have no further obligations to Executive following a termination for Cause, or a Voluntary Termination.(b) “Cause” shall mean (i) subject to clause (ii) below, a felony which results in a conviction, a guilty plea or a plea of nolo contendere;(ii) engaging in conduct involving moral turpitude that causes the Company and its affiliates material and demonstrable public disrepute or material anddemonstrable economic harm; (iii) a willful material breach of this Agreement by Executive and/or Executive’s gross neglect of Executive’s duties hereunderwhich is not cured to the Board’s reasonable satisfaction within fifteen (15) days after notice thereof is given to Executive by the Board; or (iv) theintentional wrongful damage to or misappropriation or conversion of material property of the Company or its affiliates. No act or failure to act by theExecutive shall be deemed “willful” or “intentional” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action oromission was in the best interest of the Company. Notwithstanding the foregoing, the Company shall not be entitled to terminate Executive for Cause underclause (ii) above, unless (a) the Board shall have made a good faith investigation and can produce demonstrable evidence of the existence of the commissionof the fraud, embezzlement or theft which would serve as the basis of Executive’s termination for Cause under clause (ii) above, during which investigationthe Company may place Executive on a paid administrative leave of absence and (b) no less than two-thirds (2/3) of the members of the Board (excludingExecutive if Executive is then a member of the Board) shall have made a good faith determination that the Company is entitled to terminate Executive forCause under clause (ii) above.(c) “Voluntary Termination” shall mean a termination of employment by Executive on Executive’s own initiative other than (i) atermination due to Disability or (ii) a termination for Good Reason.5.4 Termination by the Company without Cause or by Executive for Good Reason. The Company may terminate Executive’s employmenthereunder without Cause, 7 Executive shall be permitted to terminate Executive’s employment hereunder for Good Reason (as hereinafter defined) or Executive’s employment hereundershall terminate at the end of the Term or Renewal Term, as applicable. If the Company terminates Executive’s employment hereunder without Cause, otherthan due to death or Disability, or if Executive effects a termination for Good Reason or if Executive’s employment terminates at the end of the Term orRenewal Term, as applicable, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4.(a) So long as Executive has not breached any of the terms contained in Section 4, Executive shall be entitled to each of the following:(i) Executive’s Accrued Employment Entitlements;(ii) Executive’s annual Base Salary in effect as of the date of such termination, payable in accordance with the Company’s normalpayroll practices through the end of the Term or Renewal Term, as applicable; provided, however, that if Executive is, as of the date ofsuch termination, a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the“Code”), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-l(b)(4), and (2) exceedsthe separation pay limit under Treas. Regs. §1.409A-l(b)(9)(iii)(A) (two times the lesser of (a) the sum of Executive’s annualizedcompensation based on Executive’s annual Base Salary for the calendar year preceding the calendar year in which termination occurs(adjusted for any increase during that year that was expected to continue indefinitely if Executive’s employment had not beenterminated), or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 40l(a)(l 7) forthe year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or ifearlier, the date of Executive’s death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following suchdate of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (or to his estate if Executive’s spouse doesnot survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral within themeaning of Treas. Regs. §1.409A-l(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-l(b)(9)(iii)(A) shall be treated as aseparate payment, provided the aggregate of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to twotimes the Executive’s annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) monthsfollowing any such termination; and(iii) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans andinsurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the terminationdate. Following the expiration of such period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefitsas are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.(b) Any outstanding Equity Award with time based vesting provisions 8 granted to Executive shall immediately become vested as of the termination date. Any Equity Awards with performance based vesting provisions shallremain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to theextent the performance provisions are attained, such Equity Awards shall become immediately and fully vested without regard to any continued employmentrequirement once the performance provisions have been attained and certified by the compensation committee of the Company.(c) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates,Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.4.(d) “Good Reason” means and shall be deemed to exist if , without the prior written consent of Executive, (i) Executive suffers asignificant reduction in duties, responsibilities or effective authority associated with Executive’s titles and positions as set forth and described in thisAgreement or is assigned any duties or responsibilities inconsistent in any material respect therewith (other than in connection with a termination for Cause);(ii) the Company fails to pay Executive any amounts or provide any benefits required to be paid or provided under this Agreement or is otherwise in materialbreach of this Agreement; (iii) the Company adversely changes Executive’s titles or reporting requirements; (iv) Executive’s compensation opportunity(other than Base Salary, which is governed by Section 3.1) or benefits provided for hereunder are materially decreased; or (v) the Company transfersExecutive’s primary workplace from the Company’s headquarters in Dallas/Plano, Texas area. No termination by Executive shall be for “Good Reason”unless written notice of such termination setting forth in particular the event(s) constituting Good Reason is delivered to the Company within thirty (30) daysfollowing the date on which the event constituting Good Reason occurs and the Company fails to cure or remedy the event(s) identified in the notice withinthirty (30) days after receipt of such notice.5.5 Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below),executive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shallreceive the payments and benefits set forth in this Section 5.5 :(a) Executive’s Accrued Employment Entitlements; plus(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above,which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent AnnualBonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable ina lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty(30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’swelfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of thirty (30) 9 months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled toany continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination ofemployment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which suchcompensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to aSale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates,Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.(f) A “Change of Control” shall be deemed to have occurred upon (i) the date that (a) any individual, entity or group (within themeaning both of Section 1.409A- 3(i)(5)(vi)(D) of the Treasury Regulations and of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) or the Mitchell Family (as defined below), acquires (or has acquired during the 12-month period ending on the date of themost recent acquisition by such individual, entity or group), beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)of thirty percent (30%) or more of the total combined voting power of the voting securities of the Company entitled to vote generally in the election ofdirectors (“Voting Power”) and (b) such beneficial ownership (as so defined) by such individual, entity or group of more than thirty percent (30%) of theVoting Power then exceeds the combined beneficial ownership (as so defined) of Voting Power of the Mitchell Family; (ii) a majority of the members of theCompany’s Board of Directors shall not be Continuing Directors (as defined below); or (iii) the sale of all or substantially all of the Company’s assets.(g) “Continuing Director” shall mean with respect to any twelve (12) month period, individuals that at the beginning of such periodconstituted the Board of Directors of the Company (together with any new directors whose election by such board or whose nomination for election by thestockholders of the Company was approved by a vote of at least a majority of the directors of the Company then still in office who were either directors at thebeginning of such period or whose election or nomination was previously so approved).(h) “Mitchell Family” shall mean (a) Lee Roy or Tandy Mitchell, or the estate of Lee Roy Mitchell or Tandy Mitchell and (b) any trust orother arrangement for the benefit of a Mitchell.5.6 General Release. Except where the termination is the result of Executive’s death and notwithstanding the foregoing, no payment shall bemade by the Company to Executive under this Section 5 unless otherwise required by state, local or federal law, until Executive executes a general release ofall claims in a form reasonably approved by the Company. The terms of any such general release will not, without the written consent of the Executive,terminate any continuing payment or benefit obligations hereunder by the Company 10 to the Executive. Notwithstanding the foregoing, if the Company fails to deliver a form of general release to the Executive by the forty-fifth (45th) dayfollowing the date of termination, the Executive will be deemed to have satisfied the condition of this Section 5.6 without being required to execute ageneral release.5.7 Office Support. Upon the termination of Executive’s employment hereunder for any reason except for Cause, the Company shall makeavailable to Executive, at the Company’s expense, an office and support services, (including, without limitation, telephone, telefax and internet access), atthe Company’s election, either at the Company’s main office or at another suitable office space in the Dallas/Plano area, for a period not to exceed three(3) months following the date of such termination.6. Arbitration.6.1 General. Any dispute, controversy or claim arising out of or relating to this Agreement, the breach hereof or the coverage or enforceability ofthis arbitration provision shall be settled by arbitration in Dallas, Texas (or such other location as the Company and Executive may mutually agree),conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as such rules are in effect in Dallas/Fort Worth,Texas on the date of delivery of demand for arbitration. The arbitration of any such issue, including the determination of the amount of any damages sufferedby either party hereto by reason of the acts or omissions of the other, shall be to the exclusion of any court of law. Notwithstanding the foregoing, either partyhereto may seek any equitable remedy in a court to enforce the provisions of this Agreement, including, but not limited to, an action for injunctive relief orattachment, without waiving the right to arbitration.6.2 Procedure.(a) Either party may demand such arbitration by giving notice of that demand to the other party. The party demanding such arbitration isreferred to herein as the “Demanding Party,” and the party adverse to the Demanding Party is referred to herein as the “Responding Party.” The notice shallstate (x) the matter in controversy, and (y) the name of the arbitrator selected by the party giving the notice.(b) Not more than fifteen (15) days after such notice is given, the Responding Party shall give notice to the Demanding Party of the nameof the arbitrator selected by the Responding Party. If the Responding Party shall fail to timely give such notice, the arbitrator that the Responding Party wasentitled to select shall be named by the Arbitration Committee of the American Arbitration Association. Not more than fifteen (15) days after the secondarbitrator is so named; the two arbitrators shall select a third arbitrator. If the two arbitrators shall fail to timely select a third arbitrator, the third arbitratorshall be named by the Arbitration Committee of the American Arbitration Association.(c) The dispute shall be arbitrated at a hearing that shall be concluded within ten days immediately following the date the dispute issubmitted to arbitration unless a majority of the arbitrators shall elect to extend the period of arbitration . Any award made by a majority of the arbitrators(x) shall be made within ten days following the conclusion of the arbitration hearing, (y) shall be conclusive and binding on the parties, and (z) may be madethe subject of a judgment of any court having jurisdiction. 11 (d) Any amount to which Executive is entitled under this Agreement (including any disputed amount) which is not paid when due shallbear interest from the date due but not paid at a rate equal to the lesser of eight percent (8%) per annum and the maximum lawful rate.6.3 Costs and Expenses. All administrative and arbitration fees, costs and expenses shall be borne by the Company.7. Indemnification. To the fullest extent permitted by the indemnification provisions of the certificate of incorporation and bylaws of the Company ineffect as of the date of this Agreement and the indemnification provisions of the corporation statute of the jurisdiction of the Company’s incorporation ineffect from time to time (collectively, the “Indemnification Provisions”), and in each case subject to the conditions thereof, the Company shall (i) indemnifyExecutive, as a director and/or officer of the Company or a subsidiary of the company or a trustee or fiduciary of an employee benefit plan of the Company ora subsidiary of the Company, or, if Executive shall be serving in such capacity at the Company’s written request, as a director or officer of any othercorporation (other than a subsidiary of the company) or as a trustee or fiduciary of an employee benefit plan not sponsored by the Company or a subsidiary ofthe Company, against all liabilities and reasonable expenses that may be incurred by Executive in any threatened, pending, or completed action, suit orproceeding, whether civil, criminal or administrative, or investigative and whether formal or informal (collectively, “Claims”), because Executive is or was adirector or officer of the Company, a director or officer of such other corporation or a trustee or fiduciary of such employee benefit plan, and against whichExecutive may be indemnified by the Company, and (ii) pay for or reimburse within twenty (20) days after request by Executive of the reasonable expensesincurred from time to time by Executive in the defense of any proceeding to which Executive is a party because Executive is or was a director or officer of theCompany, a director or officer of such other corporation or a trustee or fiduciary of such employee benefit plan. The Company shall have the right to defendExecutive against a Claim with counsel of its choice reasonably acceptable to Executive so long as (i) the Claim involves primarily money damages; (ii) theCompany conducts the defense of the Claim actively and diligently; and (iii) there are no conflicts of such counsel representing both the Company and theExecutive. So long as the Company is conducting the defense of the Claim, (i) Executive may retain separate co-counsel at his sole cost and expense andparticipate in the defense of the Claim; (ii) the Company shall not consent to the entry of any judgment or enter into any settlement with respect to the Claim,nor take any voluntary action prejudicial to the determination of the Claim, without the prior written consent of the Executive, such consent not to beunreasonably withheld; and (iii) the Company will not consent to the entry of any judgment or enter into any settlement with respect to the Claim unless awritten agreement from the party asserting the Claim is obtained releasing the Executive from all liability thereunder. The rights of Executive under theIndemnification Provisions and this Section 7 shall survive the termination of the employment of Executive by the Company.8. Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns andsuccessors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation byExecutive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to anysuccessor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if such successor expresslyagrees to assume the obligations of the Company hereunder. 12 9. Remedies. Executive acknowledges that the services Executive is to render under this Agreement are of a unique and special nature, the loss ofwhich cannot reasonably or adequately be compensated for in monetary damages, and that irreparable injury and damage will result to the Company and itsSubsidiaries in the event of any default or breach of this Agreement by Executive. The parties agree and acknowledge that the breach by Executive of any ofthe terms of this Agreement will cause irreparable damage to the Company and its affiliates, and upon any such breach, the Company shall be entitled toinjunctive relief, specific performance, or other equitable relief (without posting a bond or other security); provided, however, that this shall in no way limitany other remedies which the Company and its affiliates may have (including, without limitations, the right to seek monetary damages).10. Survival. The provisions of Sections 4 through 20 shall survive the expiration or earlier termination of the Term.11. Taxes. All payments to Executive under this Agreement shall be reduced by all applicable withholding required by Federal, state or local law.12. No Obligation to Mitigate; No Rights of Offset.12.1 No Obligation to Mitigate. Executive shall not be required to mitigate the amount of any payment or other benefit required to be paid toExecutive pursuant to this Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment or other benefit bereduced on account of any compensation earned by Executive as a result of employment by another person; provided that Executive and Executive’sdependents shall not be entitled to continue to participate in the welfare benefit plans of the Company and its Subsidiaries if Executive is covered by thewelfare benefit plans of another employer.12.2 No Rights of Offset. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may haveagainst Executive or others.13. Notices. Any notice or other communications relating to this Agreement shall be in writing and delivered personally or mailed by certified mail,return receipt requested, or sent by overnight courier, to the party concerned at the address set forth below: If to Company: 3900 Dallas Parkway, Suite 500Plano, Texas 75093Attn: General CounselIf to Executive: At Executive’s residence address as maintained by theCompany in the regular course of its business for payroll purposes.Either party may change the address for the giving of notices at any time by written 13 notice given to the other party under the provisions of this Section 13. If notice is given by personal delivery or overnight courier, said notice shall beconclusively deemed given at the time of such delivery or upon receipt of such couriered notice. If notice is given by mail, such notice shall be conclusivelydeemed given upon deposit thereof in the United States mail.14. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written and oral and allcontemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be changed orally, butonly by an agreement in writing signed by both parties.15. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute oneagreement.16. Construction. This Agreement shall be governed under and construed in accordance with the laws of the State of Texas, without regard to theprinciples of conflicts of laws. The paragraph headings and captions contained herein are for reference purposes and convenience only and shall not in anyway affect the meaning or interpretation of this Agreement. It is intended by the parties that this Agreement be interpreted in accordance with its fair andsimple meaning, not for or against either party, and neither party shall be deemed to be the drafter of this Agreement.17. Severability. The parties agree that if any provision of this Agreement as applied to any party or to any circumstance is adjudged by a court orarbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. Withoutlimiting the generality of the foregoing, in particular, if any provision in Section 4, or any part thereof, is held to be unenforceable because of the duration ofsuch provision or the area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce theduration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shallbe enforced. In addition, in the event of a breach or violation by Executive of Section 4, the Non-compete Period and the Non-solicitation Period shall beautomatically extended respectively by the amount of time between the initial occurrence of the breach or violation and when such breach or violation hasbeen duly cured.18. Binding Effect. Subject to Section 8 hereof, the rights and obligations of the parties under this Agreement shall be binding upon and inure to thebenefit of the permitted successors, assigns, heirs, administrators, executors and personal representatives of the parties.19. Effective Date; No Prior Agreement. This Agreement shall become effective as of the Effective Date. This Agreement contains the entireunderstanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliateof the Company and Executive. There is no prior agreement between the Company and Executive with respect to the subject matter hereof.20. Executive’s Cooperation. During the Term and for five (5) years thereafter, Executive shall cooperate with the Company and its Subsidiaries in anyinternal investigation, any administrative, regulatory or judicial proceeding or investigation or any material dispute with a third party, in each case asreasonably requested by the Company (including, without limitation, Executive’s being reasonably available to the Company upon reasonable notice for 14 interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of subpoena or other legal process,volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’spossession, all at times and on schedules that are reasonably consistent with Executive’s other activities and commitments), in each case limited to the extentthat such cooperation (a) becomes unduly burdensome for Executive (including in terms of the time commitments required by Executive in connection withsuch cooperation), (b) in the event that such cooperation is required after the Term, unreasonably interferes with Executive’s duties under his then currentemployment, (c) causes Executive to breach in any material respect any material agreement by which he is bound, or (d) is limited to the extent Executive isadvised by legal counsel that such cooperation would not be in Executive’s best interests. In the event that the Company requires Executive’s cooperation inaccordance with this paragraph, the Company shall reimburse Executive solely for: (i) his reasonable out-of-pocket expenses (including travel, lodging andmeals) upon submission of receipts and (ii) any reasonable attorneys’ fees incurred by Executive to the extent that, after consultation with the Company,Executive deems it advisable to seek the advice of legal counsel regarding his obligations hereunder.21. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary orbeneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by givingthe Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement toExecutive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative, and the Company shall pay amounts payableunder this Agreement, unless otherwise provided herein, in accordance with the terms of this Agreement, to Executive’s personal or legal representatives,executors, administrators, heirs, distributees, devisees, legatees or estate, as the case may be. 15 IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the day and in the year first written above. COMPANY:CINEMARK HOLDINGS, INC.By: /s/ Michael CavalierName: Michael Cavalier EXECUTIVE:By: /s/ Mark ZoradiName: Mark ZoradiSignature Page toEmployment Agreement EXHIBIT 10.7(h)THIRD AMENDED AND RESTATED CINEMARK HOLDINGS, INC.2006 LONG TERM INCENTIVE PLANRESTRICTED STOCK UNIT AWARD CERTIFICATETHIS IS TO CERTIFY that Cinemark Holdings, Inc., a Delaware corporation (the “Company”), has offered you (“Grantee”) the right to receiverestricted stock units (“Restricted Stock Units” or the “Award”) under the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan(the “Plan”), as follows: Name of Grantee: Hypothetical Number of Shares: Offer Grant Date: Offer Expiration Date: 30 Days after the Offer Grant DatePayment Date: Vesting Provisions: The Award will vest in whole or in part on provided (i) Grantee continues to provide Service through such date and (ii) the change in ImpliedEquity Value between January 1, [ ] and [2 years from Offer Grant Date] results in an internal rate of return (“IRR”) equal to or greater than thefollowing performance schedule: IRR Vesting Percentage less than 6.0% 0.0% 6.0% 33.3% 8% 66.6% 10% or greater 100.0% Grantee is eligible to receive a ratable portion of the common stock issuable under this Award if the IRR is within the targets specified above rounded downto the nearest whole share.Any Restricted Stock Units that vest in accordance with the performance schedule will be paid in the form of shares of Common Stock on the Payment Datespecified above. The Restricted Stock Units will vest and the restrictions will lapse if the Grantee continues to provide Service through , [4years from Offer Grant Date] and the performance targets specified above are attained. For purposes of determining Implied Equity Value, the multiple factorwill be 7.5.By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all of the terms and conditions ofthe Restricted Stock Unit Agreement, which is attached hereto as Annex I and the Plan (both incorporated herein by this reference as if set forth in full in thisdocument). By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Units rights granted pursuant to this Certificate and therelated Restricted Stock Unit Agreement and to receive the Award of Restricted Stock Units designated above subject to the terms of the Plan, this Certificateand the Award Agreement. GRANTEE: Cinemark Holdings, Inc. By: /s/ Mark ZoradiName: Name: Mark Zoradi Title: Chief Executive OfficerDated: Dated: THIRD AMENDED AND RESTATEDCINEMARK HOLDINGS, INC.2006 LONG TERM INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENTThis Restricted Stock Unit Agreement (this “Agreement”), is made and entered into on the execution date of the Restricted Stock Unit Certificate towhich it is attached (the “Certificate”), by and between Cinemark Holdings, Inc., a Delaware corporation (the “Company”), and the Director, Employee orConsultant (“Grantee”) named in the Certificate.Pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, as amended or restated from time to time (the“Plan”), the Administrator of the Plan has authorized the grant to Grantee of restricted stock units (“Restricted Stock Units” or the “Award”), upon the termsand subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to themin the Plan.NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promisescontained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:1. Basis for Award. This Award is made pursuant to Section 5.6 of the Plan. The Grantee hereby receives as of the date hereof an Award of RestrictedStock Units pursuant to the terms of this Agreement (the “Grant”)2. Units Awarded.(a) The Company hereby awards to Grantee Restricted Stock Units for the Hypothetical Number of Shares set forth in the Certificate. RestrictedStock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of the Company’s CommonStock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company at the Payment Date set forth in the Certificate.(b) The Company shall in accordance with the Plan establish and maintain an account (the “Restricted Stock Unit Account”) for Grantee, andshall credit such account for the number of Restricted Stock Units granted to Grantee. The Company shall credit the Restricted Stock Unit Account for anysecurities or other property (including regular cash dividends) distributed by the Company in respect of its Common Stock. Any such property shall besubject to the same vesting schedule as the Restricted Stock Units to which they relate.(c) Until the Restricted Stock Units awarded to the Grantee have vested and become payable on the Payment Date specified in the Certificate, theRestricted Stock Units and any related securities, cash dividends or other property nominally credited to a Restricted Stock Unit Account may not be sold,transferred, or otherwise disposed of, and may not be pledged or otherwise hypothecated. 2 3. Vesting. The Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule set forth in the Certificate. In theevent of termination of Grantee’s Service prior to the Payment Date specified in the Certificate, all rights of Grantee related to the Restricted Stock Units shallbe governed by the terms of the Plan.4. Payment. Subject to Grantee’s satisfaction of applicable withholding requirements pursuant to Section 7 hereof, payment will be made inshares of Common Stock as soon as practicable after the Payment Date set forth in the Certificate. If the Certificate does not specify a Payment Date, thePayment Date will be the Vesting Date. The Administrator shall cause a stock certificate to be delivered to Grantee with respect to such shares free of allrestrictions hereunder, except for applicable federal securities laws restrictions. Any securities, cash dividends or other property credited to the RestrictedStock Unit Account other than Restricted Stock Units will be paid in cash, or, in the discretion of the Administrator, in kind.5. Compliance with Laws and Regulations. The issuance and transfer of Common Stock upon vesting of the Restricted Stock Units is subject tocompliance by the Company and Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of anystock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer. Grantee understands that the Company isunder no obligation to register or qualify such shares of Common Stock with the Securities and Exchange Commission, any state securities commission, orany stock exchange to effect such compliance.6. Tax Withholding. As a condition to payment under Section 4 hereof, Grantee agrees that no later than the date as of which the RestrictedStock Units vest, Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, by tendering shares of Common Stock held byGrantee, including shares that otherwise would be issued and transferred to Participant as payment upon vesting of the Restricted Stock Units (“ShareWithholding”), with a Fair Market Value on the date the Restricted Stock Units vest equal to the amount of Grantee’s minimum statutory tax withholdingliability, or to the extent permitted by the Administrator, a combination thereof) any federal, state, or local taxes of any kind required by law to be withheldwith respect to the Restricted Stock Units for which the restrictions lapse. Alternatively, the Company or its Subsidiaries will, to the extent permitted by law,have the right to deduct from any payment of any kind otherwise due to Grantee (including payments due when the Restricted Stock Units vest) any federal,state, or local taxes of any kind required by law to be withheld with respect to such Restricted Stock Units.7. Data Privacy. The Company’s Human Resources Department in Plano, Texas (U.S.A.) administers and maintains the data regarding the Plan,all Grantees under the Plan and the Award granted to each Grantee.The data administered and maintained by the Company includes information that maybe considered personal data, including the name of the Grantee, theaward granted and the number of shares of restricted stock included in any award (“Employee Personal Data”). From time to time during the course of youremployment with the Company, the Company may transfer certain of your Employee Personal Data to certain third parties (“Third Parties”) as necessary forthe purpose of implementation, administration and management of your participation in the Plan (the “Purposes”), and the Company and its Third Partiesmay each further transfer your 3 Employee Personal Data to additional third parties assisting the Company in the implementation, administration and management of the Plan (collectively,“Data Recipients”). The countries to which your Employee Personal Data may be transferred may have data protection standards that are different than thosein your home country and that offer a level of data protection that is less than that in your home country.In accepting the Award set forth in the Agreement, you hereby expressly acknowledge that you understand .that from time to time during the course of youremployment with the Company the Company may transfer your Employee Personal Data to Data Recipients for the Purposes. You further acknowledge thatyou understand that the countries to which your Employee Personal Data may be transferred may have data protection standards that are different than thosein your home country and that offer a level of data protection that is less than that in your home country.Further, in accepting the Award set forth in the Agreement, you hereby expressly affirm that you do not object, and you hereby expressly consent, to thetransfer of your Employee Personal Data by the Company to Data Recipients for the Purposes from time to time during the course of your employment withthe Company.8. Nontransferability. This Award is not transferable.9. No Right to Continued Service. Nothing in the Plan or this Agreement confers on Grantee any right to continue to serve as an Employee, Director orConsultant of the Company or any Subsidiary, or limits in any way the right of the Company or any Subsidiary to terminate Grantee’s Service to theCompany or any Subsidiary, with or without Cause.10. Representations and Warranties of Grantee. Grantee represents and warrants to the Company that:(a) Agrees to Terms of the Plan. Grantee has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement,and agrees to be bound by their terms and conditions. Grantee acknowledges that there may be adverse tax consequences upon the vesting of RestrictedStock Units or thereafter if the Award is paid and Grantee later disposes of the shares of Common Stock, and that Grantee should consult a tax advisor prior tosuch time.(b) Cooperation. The Grantee agrees to sign such additional documentation as the Company may reasonably require from time to time.11. Modification. The Agreement must not be amended or modified except in writing signed by both parties.12. Plan. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have thesame definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledgesreceiving a copy of the Plan. This Agreement and the Plan constitute the entire agreement of the parties and supercede all prior undertakings and agreementswith respect to the subject matter hereof. In the event of any inconsistency between the nondiscretionary terms and provisions of this Agreement and the Plan,the Plan will govern. 4 13. Interpretation. In the event of any dispute regarding the interpretation of this Agreement, Grantee, the Company, or both shall submit suchdispute to the Administrator for review. The resolution of such a dispute by the Administrator shall be final and binding on the Company and Grantee.14. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure tothe benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement is binding upon Grantee andGrantee’s heirs, executors, administrators, legal representatives, successors and assigns.15. Governing Law. This Agreement is to be governed by and construed in accordance with the laws of the State of Delaware without givingeffect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provisionwill be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 5 EXHIBIT 12CINEMARK HOLDINGS, INC.CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES Year EndedDecember 31, 2011 2012 2013 2014 2015 Computation of Earnings: Pretax income from continuing operations before equity income $199,981 $283,709 $241,182 $267,320 $319,541 Add: Fixed charges 205,167 207,107 215,489 207,100 207,914 Amortization of capitalized interest 496 496 496 496 496 Distributed income of equity investees 5,651 13,109 22,682 22,743 28,126 Less: Capitalized interest — — — — — TOTAL EARNINGS $411,295 $504,421 $479,849 $497,659 $556,077 Computation of Fixed Charges: Interest expense $118,358 $118,873 $119,238 $108,453 $107,590 Capitalized interest — — — — — Amortization of debt issue costs 4,744 4,792 5,476 5,245 5,151 Interest factor on rent expense 82,065 83,442 90,775 93,402 95,173 TOTAL FIXED CHARGES $205,167 $207,107 $215,489 $207,100 $207,914 RATIO OF EARNINGS TO FIXED CHARGES (1) 2.00x 2.44x 2.23x 2.40x 2.67x (1) For the purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before taxes plus fixedcharges excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of debt issue costs and that portionof rental expense which we believe to be representative of the interest factor. EXHIBIT 21SUBSIDIARIES OF CINEMARK HOLDINGS, INC.United StatesCinemark USA, Inc., a Texas corporationCinemark, L.L.C., a Texas limited liability companySunnymead Cinema Corp., a California corporationCinemark Properties, Inc., a Texas corporationGreeley Holdings, Inc., a Texas corporationGreeley, Ltd., a Texas limited partnershipCinemark Concessions, L.L.C., a Florida limited liability companyCinemark International, L.L.C., a Texas limited liability companyCinemark Mexico (USA), Inc., a Delaware corporationCinemark Partners I, Inc., a Texas corporationCinemark Partners II, Ltd., a Texas limited partnershipCinemark Investments Corporation, a Delaware corporationCNMK Brazil Investments, Inc., a Delaware corporationCNMK Investments, Inc., a Delaware corporationCNMK Texas Properties, L.L.C., a Texas corporationLaredo Theatre, Ltd., a Texas limited partnershipBrasil Holdings, L.L.C., a Delaware limited liability companyCinemark Media, Inc., a Delaware corporationCentury Theatres, Inc., a California corporationMarin Theatre Management, L.L.C., a California limited liability companyCentury Theatres NG, L.L.C., a California limited liability companyCineArts, L.L.C., a California limited liability companyCineArts of Sacramento, L.L.C., a California limited liability companyCorte Madera Theatres, L.L.C., a California limited liability companyNovato Theatres, L.L.C., a California limited liability companySan Rafael Theatres, L.L.C., a California limited liability companyNorthbay Theatres, L.L.C., a California limited liability companyCentury Theatres Summit Sierra, L.L.C., a California limited liability companyCentury Theatres Seattle, L.L.C., a California limited liability companyCinemark AB, Inc., a Maryland CorporationFM Delaware I, LLC, a Delaware limited liability companyFM Delaware II, LLC, a Delaware limited liability companyARGENTINACinemark Argentina, S.R.L., an Argentine limited liability companyProdecine S.R.L., an Argentine limited liability companyBulnes 2215, S.R.L., an Argentine limited liability companyCinemark Argentina Holdings, Inc., a Cayman corporationBOCA Holdings, Inc., a Cayman corporationHoyts Cinema de Argentina S.A., an Argentine corporationBRAZILCinemark Brasil S.A., a Brazilian corporationFlix Media Publicidade e Entreternimento Ltda., a Brazilian limited partnershipCANADACentury Theatres of Canada, ULC, a Canadian corporationCENTRAL AMERICACinemark Panama, S.A., a Panamanian joint stock companyCinemark Equity Holdings Corporation, a British Virgin Islands corporationCinemark Costa Rica, S.R.L., a Costa Rican limited liability companyCinemark El Salvador, Ltda de C.V., an El Salvadorian limited liability companyCinemark Nicaragua y Cia, Ltda., a Nicaraguan limited liability companyCinemark Honduras S. de R.L., a Honduran limited liability companyCinemark Guatemala Ltda., a Guatemalan limited companyFlix Media Holdings Corporation, a British Virgin Islands corporation SUBSIDIARIES OF CINEMARK HOLDINGS, INC.CHILECinemark Chile S.A., a Chilean corporationInversiones Cinemark, S.A., a Chilean corporationWorldwide Invest, Inc., a British Virgin Islands corporationFlix Impirica S.A., a Chilean corporationCOLOMBIACinemark Colombia S.A.S., a Colombian corporationECUADORCinemark del Ecuador S.A., an Ecuadorian corporationMEXICOCinemark Plex, S. de R.L. de C.V., a Mexican limited liability companyPERUCinemark del Peru S.R.L., a Peruvian limited liability companyBOLIVIACinemark Bolivia, S.R.L., a Bolivian corporationPARAGUAYCinemark Paraguay, S.R.LCURACAOCinemark Curacao, B.V.SPAINCinemark Holdings Spain, S.L., a Spanish limited liability company EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-146349 and 333-153273 on Form S-8 and 333-159012 on Form S-3 of ourreports dated February 24, 2016, relating to the consolidated financial statements and financial statement schedule of Cinemark Holdings, Inc. and theeffectiveness of Cinemark Holdings, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Cinemark Holdings,Inc. for the year ended December 31, 2015./s/ Deloitte & Touche LLPDallas, TexasFebruary 24, 2016 EXHIBIT 31.1CEO CERTIFICATIONPURSUANT TO SECTION 302 OF THESARBANES - OXLEY ACT OF 2002I, Mark Zoradi, certify that:1. I have reviewed this annual report on Form 10-K of Cinemark Holdings, Inc.;2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annualreport;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for theregistrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 24, 2016CINEMARK HOLDINGS, INC.By: /s/ Mark ZoradiMark ZoradiChief Executive Officer EXHIBIT 31.2CFO CERTIFICATIONPURSUANT TO SECTION 302 OF THESARBANES - OXLEY ACT OF 2002I, Sean Gamble, certify that:1. I have reviewed this annual report on Form 10-K of Cinemark Holdings, Inc.;2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annualreport;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for theregistrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andc) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 24, 2016CINEMARK HOLDINGS, INC.By: /s/ Sean GambleSean GambleChief Financial Officer EXHIBIT 32.1CEO CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BYSECTION 906 OF THE SARBANES - OXLEY ACT OF 2002This certification is provided pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies theannual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2015 of Cinemark Holdings, Inc. (the “Issuer”).I, Mark Zoradi, the Chief Executive Officer of Issuer certify that to the best of my knowledge: (i)the Form 10-K fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or78o(d)); and (ii)the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.Dated: February 24, 2016/s/ Mark ZoradiMark ZoradiChief Executive OfficerSubscribed and sworn to before me this 24th day of February 2016./s/ Christi ReschmanName: Christi ReschmanTitle: Notary PublicMy commission expires: 09/26/17A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request. EXHIBIT 32.2CFO CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BYSECTION 906 OF THE SARBANES - OXLEY ACT OF 2002This certification is provided pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies theannual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2015 of Cinemark Holdings, Inc. (the “Issuer”).I, Sean Gamble, the Chief Financial Officer of Issuer certify that to the best of my knowledge: (i)the Form 10-K fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or78o(d)); and (ii)the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.Dated: February 24, 2016/s/ Sean GambleSean GambleChief Financial OfficerSubscribed and sworn to before me this 24th day of February 2016./s/ Christi ReschmanName: Christi ReschmanTitle: Notary PublicMy commission expires: 09/26/17A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request.
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