Cinemark
Annual Report 2019

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ Commission File Number 001-33401 CINEMARK HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 3900 Dallas Parkway Plano, TX (Address of principal executive offices) 20-5490327 (I.R.S. Employer Identification No.) 75093 (Zip Code) Title of each class Common Stock, par value $0.001 per share Name of each exchange on which registered New York Stock Exchange Registrant’s telephone number, including area code: ( 972) 665-1000 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ 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 ☒ Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Emerging growth company ☒ ☐ ☐ Accelerated filer Smaller reporting company ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity owned by non-affiliates of the registrant on June 30, 2019, computed by reference to the closing price for the registrant’s common stock on the New York Stock Exchange on such date was approximately $3.85 billion (106,562,652 shares at a closing price per share of $36.10). As of February 10, 2020, 117,150,793 shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement, in connection with its 2020 annual meeting of stockholders, to be filed within 120 days of December 31, 2019, are incorporated by reference into Part III, Items 10-14, of this annual report on Form 10-K. Cautionary Statement Regarding Forward-Looking Statements Table of Contents PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. SIGNATURES Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits, Financial Statement Schedules Page 1 2 12 19 19 19 21 22 24 41 42 42 42 43 45 45 45 45 45 45 56 This 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 current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to: Cautionary Statement Regarding Forward-Looking Statements • • • • • • • • future revenues, expenses and profitability; the future development and expected growth of our business; projected capital expenditures; attendance at movies generally or in any of the markets in which we operate; the number or diversity of popular movies released and our ability to successfully license and exhibit popular films; national and international growth in our industry; competition from other exhibitors and alternative forms of entertainment; and determinations in lawsuits in which we are defendants. 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 and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described in the “Risk Factors” section in Item 1A of this Form 10-K and 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 by the 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 of the 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 result of new information, future events or otherwise. Certain Definitions Unless the context otherwise requires, all references to “we,” “our,” “us,” “the issuer”, “the Company” or “Cinemark” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries. All references to Latin America are to Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. Unless otherwise specified, all operating and other statistical data are as of and for the year ended December 31, 2019. 1 Item 1. Business Our Company PART I Cinemark Holdings, Inc. and subsidiaries is a leader in the motion picture exhibition industry, with theatres in the United States, or “U.S.,” Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of December 31, 2019, we managed our business under two reportable operating segments: U.S. markets and international markets. See Note 20 to the consolidated financial statements. Cinemark Holdings, Inc. is a Delaware corporation incorporated on August 2, 2006. Our principal executive offices are at 3900 Dallas Parkway, 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 “Investor Relations – Financials - SEC Filings” as soon as practicable after such reports are filed or furnished electronically to the Securities and Exchange Commission, or the SEC. Additionally, all of our filings with the SEC can be accessed on the SEC’s website at www.sec.gov. Description of Business We are a leader and one of the most geographically diverse operators in the motion picture exhibition industry. As of December 31, 2019, we operated 554 theatres and 6,132 screens in the U.S. and Latin America and approximately 280 million guests attended our theatres worldwide during the year ended December 31, 2019. Our U.S. circuit had 345 theatres and 4,645 screens in 42 states and our international circuit had 209 theatres and 1,487 screens in 15 countries. Our significant and diverse presence in the U.S. and Latin America has made us an important distribution channel for movie studios and other content providers. We believe our portfolio of modern, high-quality theatres with multiple platforms provides a preferred destination for moviegoers and contributes to our consistent financial performance. Revenues, operating income and net income attributable to Cinemark Holdings, Inc. for the year ended December 31, 2019, were $3,283.1 million, $338.3 million and $191.4 million, respectively. At December 31, 2019 we had cash and cash equivalents of $488.3 million and total long-term debt of $1,801.3 million. Approximately $196.3 million, or 11%, of our long-term debt accrues interest at variable rates and $6.6 million of our long-term debt matures in 2020. 2 Motion Picture Exhibition Industry Overview Domestic Markets The U.S. motion picture exhibition industry reported all-time high box office revenues of approximately $11.9 billion for 2018, a 7% increase over 2017. Industry results for 2019 are not yet available, but estimates indicate that box office revenues were approximately $11.4 billion, representing the second highest all-time box office performance. The following table represents the results of a survey by Motion Picture Association of America (“MPAA”) published during March 2019, outlining the historical trends in U.S. box office performance for the ten year period from 2009 to 2018. Year 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 U.S. Box Office Revenues ($ in billions) 10.6 10.6 10.2 10.8 10.9 10.4 11.1 11.4 11.1 11.9 $ $ $ $ $ $ $ $ $ $ Attendance (in billions) Average Ticket Price 1.42 1.34 1.28 1.36 1.34 1.27 1.32 1.32 1.24 1.30 $ $ $ $ $ $ $ $ $ $ 7.50 7.89 7.93 7.96 8.13 8.17 8.43 8.65 8.97 9.11 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, even during recessionary periods, demonstrating the stability of the industry, its continued ability to attract consumers and the fact that box office performance is primarily dependent on the quality, quantity and timing of film product rather than economic cycles. Average ticket prices can also be driven by the mix of film product and availability of films in premium formats. Films leading the box office during the year ended December 31, 2019 included Avengers: Endgame, Star Wars: Episode IX, Frozen 2,The Lion King, Toy Story 4, Captain Marvel, SpiderMan: Far from Home, Aladdin, Joker, It: Chapter Two, Us, Fast & Furious Presents: Hobbs & Shaw, John Wick: Chapter 3 – Parabellum , and Jumanji: The Next Level, among other films. Films scheduled for release during 2020 include Bad Boys for Life, Onward, A Quiet Place: Part 2, Mulan, No Time to Die, Black Widow, Fast & Furious 9, Wonder Woman 1984, Soul, Top Gun: Maverick, Minions: The Rise of Gru, Jungle Cruise, The King’s Man, The Eternals and Raya and the Last Dragon, among other films. International Markets According to MPAA, international box office revenues were approximately $29.2 billion for the year ended December 31, 2018, a slight decrease from 2017. More specifically, Latin American box office revenues were $2.7 billion for the year ended December 31, 2018, compared to $3.4 billion for the year ended December 31, 2017. Industry data for 2019 has not yet been released. In addition to the quality, quantity and timing of Hollywood product, performance in Latin American markets is also impacted by social behaviors, growing populations, and continued retail development. In many Latin American countries, including Brazil, Argentina, Colombia, Peru and Chile, successful local film product can also contribute to box office growth. Drivers of Continued Industry Success We believe the following market trends will continue to drive the strength of our industry: 3 Importance of Theatrical Success in Establishing Movie Brands. Theatrical exhibition has long been the primary distribution channel for new major motion picture releases. In addition to representing a significant share of a film’s overall revenues, a successful theatrical release “brands” a film and is one of the major contributors to a film’s success in “downstream” markets, such as digital downloads, video on-demand, DVDs, pay television, network and syndicated television, and streaming video on demand, as well as branded retail merchandise. Convenient and Affordable Form of Out-Of-Home Entertainment. Consumption of media and out-of-home experiential offerings continues to grow, and movie going is one of the most convenient and affordable forms of out-of-home entertainment. The estimated average ticket price in the U.S. was $9.11 for 2018. Average prices in 2018 for other forms of out-of-home entertainment in the U.S., including sporting events and theme parks, ranged from approximately $32.44 to $100.26 per ticket according to MPAA. (As of the date of this report, 2019 industry data was not yet available.) Expansion of Concepts and Product Offerings that Enhance the Movie-Going Experience. The motion picture exhibition industry continues to develop new movie theatre platforms and concepts to respond to varying and changing consumer preferences as well as to differentiate the movie-going experience from other out-of-home entertainment options and from watching movies at home. Some examples include changing the overall style of and amenities of theatres, as well as expansion of concession product offerings that provide more variety to traditional popcorn, fountain drinks and candy. Many locations now offer hot foods, alcohol and/or healthier snack options for guests. Enhanced projection and sound equipment and motion seats are offered in some locations, to further enhance the movie viewing experience. New and enhanced programming alternatives expand the industry’s entertainment offerings to attract a broader customer base. Contribution of International Markets to Box Office Performance. International markets continue to be an increasingly important component of the overall box office revenues generated by Hollywood films, accounting for $29.2 billion, or approximately 71%, of 2018 total worldwide box office revenues according to MPAA. (As of the date of this report, 2019 industry data was not yet available.) With the meaningful contribution of the international motion picture exhibition industry, we believe the relative contribution of markets outside North America will continue to be impactful. Many of the top U.S. films released during 2019 also performed exceptionally well in international markets. Avengers: End Game grossed $1,937.1 million in international markets, or 69% of its worldwide box office. The Lion King generated $1,098.7 million in international markets, or 67% of its worldwide box office. Frozen 2 generated $912.0 million in international markets, or 67% of its worldwide box office. Our Strategy Our primary objective is to attract and expand audiences to maximize attendance and box office, and then pursue monetization opportunities to capture additional ancillary revenue. We are focused on the following strategies to accomplish this goal: Provide an Extraordinary Guest Experience. We differentiate our theatres by focusing on various initiatives that continuously enhance the in-theatre guest experience. We have a market-adaptive approach with our theatre amenities, including Luxury Lounger recliner seats, our exhibitor-branded premium large format, XD, and expanded food and beverage offerings. Our investment in these preferred amenities allows us to create and maintain a high-quality theatrical experience throughout our circuit. We believe our ongoing focus on providing an extraordinary in-theatre guest experience is a primary factor of our consistent industry-leading results. Enhance Overall Guest Engagement. We offer loyalty and subscription programs that help provide a personalized experience, continued investment in our website and mobile app features and tailored custom interactions. We pursue a wide range of strategic marketing initiatives to communicate and build consumer awareness, better understand the unique preferences of our guests and enrich their movie-going experience. Pursue Organic and Synergistic Growth Opportunities And Maintain Core Circuit. We continually utilize our cash flows from operations to invest in our circuit with a focus on new and exciting ways to attract guests. Our commitment to investing in our theatre assets is demonstrated by our level of capital expenditures for the years ended December 31, 2017, 2018 and 2019 of approximately $380.9 million, $346.1 million, and $303.6 million, respectively. In addition to our Luxury Lounger recliner seats and premium large format XD auditoriums, we have 4 incorporated other market-adaptive concepts such as full bars and dine-in options. We selectively build or acquire new theatres in markets where we can establish and maintain a strong market position. During the year ended December 31, 2019, we built eleven new theatres with 97 screens and acquired two theatres with 30 screens. Competitive Strengths We believe the following strengths allow us to compete effectively: Disciplined Operating Philosophy. Our balanced and disciplined investment approach centers on building new theatres, reinvesting in our existing theatres and acquiring theatres that will complement our circuit. Our operating philosophy focuses on creating an extraordinary guest experience, maintaining favorable theatre-level economics, controlling operating costs and effectively reacting to economic and market changes. We believe the combination of our strong balance sheet and our continued commitment to earn a solid return on our capital investments, will continue to provide us with the financial flexibility to pursue further expansion opportunities and maintain our existing locations at a high standard, while also allowing us to effectively service our debt obligations and continue to offer our stockholders a strong dividend yield. 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 42 states. For the year ended December 31, 2019, we ranked either first or second, based on box office revenues, in 20 out of our top 25 U.S. markets, including the San Francisco Bay Area, Dallas, Houston, Salt Lake City, Sacramento, Cleveland, Austin and Las Vegas. Located in Top Latin American Markets. We have successfully established a significant presence in major cities in Latin America, with theatres in 14 of the 20 largest metropolitan areas in South America. We are the largest exhibitor in Brazil and Argentina and have significant market presence in Colombia, Peru and Chile. Our geographic diversity makes us an important global distribution channel for the movie studios. State-of-the-Art Theatre Circuit. We offer a state-of-the-art movie-going experience, which we believe makes our theatres preferred destinations for moviegoers in our markets. During 2019, we built 97 new screens. As of December 31, 2019, we had commitments to open 243 additional new screens over the next three years. We have incorporated Luxury Lounger recliner seats in all of our recent domestic new builds and have also repositioned many of our existing domestic theatres to offer this premium seating feature. We currently feature Luxury Loungers in 2,765 domestic auditoriums, representing almost 60% of our domestic circuit. We plan to continue to add additional Luxury Loungers in certain of our domestic locations during 2020. We offer our guests a premium large format experience through our 16 IMAX screens and our 275 XD auditoriums, which represents the largest exhibitor-branded premium large format footprint in the industry. Our XD auditoriums offer a premium experience utilizing the latest in digital projection and enhanced custom sound, including a Barco Auro 11.1 or Dolby Atmos sound system in select locations. The XD experience includes wall-to-wall screens, wrap-around sound, plush seating and a maximum comfort entertainment environment for an immersive experience. The benefits of our XD auditoriums include program flexibility, as we can show the content of our choice, and there is no additional revenue share component outside of routine film rental. We expect to continue to expand our XD footprint during 2020. We offer enhanced food and beverages such as gourmet pizzas, burgers, and sandwiches, and a selection of beers, wines, and cocktails, all of which can be enjoyed in the comfort of the auditoriums, at approximately 59% of our worldwide theatres. We also offer market-adaptive concepts with full bars or dine-in areas in certain of our theatres and continue to expand to additional locations. We currently have auditoriums that offer seats with immersive cinematic motion, which we refer to as motion seats, throughout our worldwide circuit. These motion seats are programmed in harmony with the audio and video content of the film and further immerse guests in the on-screen action. We offer motion seats in 235 auditoriums throughout our worldwide circuit and we plan to add motion seats to additional locations during 2020. 5 Experienced Management. Led by Chairman and founder Lee Roy Mitchell, Chief Executive Officer Mark Zoradi, Chief Operating Officer and Chief Financial Officer Sean Gamble, and President-International Valmir Fernandes, our operational management team has extensive industry experience. Similarly, each of our international offices is led by general managers that are local citizens familiar with cultural, political and economic factors impacting their country. Our global management team has successfully navigated us through many industry and economic cycles over the years. 6 Theatre Operations As of December 31, 2019, we operated 554 theatres and 6,132 screens in 42 U.S. states and 15 Latin American countries. We opened our first theatre in the U.S. during 1984. Our domestic circuit has expanded primarily due to organic growth and two significant acquisitions. We currently have theatres in 105 DMAs. The following table summarizes the geographic locations of our U.S. theatre circuit as of December 31, 2019. State Texas California Ohio Utah Nevada Colorado Illinois Pennsylvania Kentucky Arizona North Carolina Florida Oregon Louisiana Virginia Washington Oklahoma Iowa Connecticut New Mexico New Jersey Massachusetts Michigan Arkansas Mississippi Indiana South Carolina Maryland Georgia South Dakota Montana Delaware West Virginia Kansas Idaho New York Alaska Alabama Tennessee Wisconsin New Hampshire Minnesota Total Total Theatres Total Screens 87 66 29 15 9 9 9 9 8 7 7 6 6 6 6 6 5 4 4 4 4 3 3 3 3 3 3 2 2 2 2 2 2 1 1 1 1 1 1 1 1 1 345 1,152 850 364 190 140 136 126 125 109 104 83 110 90 83 82 73 65 62 58 54 50 46 46 44 41 34 34 39 27 26 25 22 22 20 18 17 16 14 14 14 12 8 4,645 7 We first entered Latin America when we opened a theatre in Chile in 1993. Since then, through our focused international growth strategy, we have developed one of the most geographically diverse theatre circuits in the region. We have balanced our risk through a diversified international portfolio, which includes theatres in 14 of the 20 largest metropolitan areas in South America. We have established significant presence in Brazil and Argentina, where we are the largest exhibitor. We also have significant market presence in Colombia, Peru and Chile. The following table summarizes the geographic locations of our international theatre circuit as of December 31, 2019. Country Brazil Colombia Argentina Central America(1) Chile Peru Ecuador Bolivia Paraguay Curacao Total Total Theatres Total Screens 86 36 22 21 19 14 8 1 1 1 209 633 207 191 147 127 102 51 13 10 6 1,487 (1) Includes Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. Content We offer a variety of content at our theatres. We monitor upcoming films and other content and work diligently with film distributors to license content that we 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 many locations, we offer either our exhibitor-branded premium large format, XD, or IMAX. We also offer a format that features motion seats and added sensory features. We regularly play art and independent films at many of our U.S. theatres and offer local film product in our international markets, providing a variety of film choices to our guests. We offer 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. The program covers a variety of genres of classic films that are generally exhibited during non-peak times. We also occasionally offer multi-cultural foreign language films and e-sports gaming events in our theatres. Our joint venture, AC JV, LLC, with Regal Entertainment Group, or Regal, and AMC Entertainment, Inc., or AMC, provides marketing and distribution of live and pre-recorded entertainment programming to movie theatres to augment theatres’ feature film schedules, which includes the Metropolitan Opera, sports programs, concert events, 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 theatre platform to provide alternative content to consumers beyond movies. Film Licensing In the domestic marketplace, our corporate film department negotiates with film distributors to license films for each of our domestic theatres. In each of our international offices, our local film personnel negotiate with local offices of major film distributors, local film distributors and independent content providers to license films for our international theatres. Film distributors are responsible for determining film release dates and film marketing campaigns and the related expenditures, while we are responsible for booking the films at each of our theatres at the optimal showtimes for our guests. In both our domestic and international locations, we pay film rental fees based on a film’s box office receipts at our theatres. Film rental rates are negotiated based on either a sliding scale formula under which the rate is based 8 on a standard rate matrix that is established prior to a film’s run; a firm terms formula, as determined prior to a film’s run, under which we pay a negotiated rate; or a rate that is negotiated after a film’s run. Food and Beverage Concession sales are our second largest revenue source, consistently representing approximately 35% of total revenues. We have devoted considerable management effort to expanding concession sales by enhancing our offerings and adapting to our customers’ changing preferences, as discussed below. Concession Product Mix. Common concession products offered at all of our theatres may include various sizes and types of popcorn, soft drinks, coffees, non- carbonated drinks, candy and quickly-prepared or pre-prepared food, such as hot dogs, pizza, pretzel bites, nachos and ice cream. The food and beverage offerings vary based on consumer preferences in a particular market. We have introduced some healthier snack and beverage options for our guests, which are available at some locations, added alcohol offerings in a growing number of theatres, and also offer diverse ethnic foods based on market demographics. In select locations, we have expanded concession product offerings to include a broader variety of food and drink options, such as gourmet pizzas, burgers, and sandwiches and a selection of beers, wines, and cocktails, all of which can be enjoyed in the comfort of the auditoriums. We also have lobby bars and VIP lounges in many domestic and international theatres. Our proprietary point-of-sale system allows our category managers to monitor product sales and readily make adjustments to product mix on a theatre-by-theatre or market-by-market basis, when necessary. This program flexibility also allows us to efficiently activate and manage both national or regional product launches and promotional initiatives to further grow food and beverage sales. Pricing. New products and promotions are introduced on a regular basis to increase concession purchase incidence by existing consumers as well as to attract new consumers. We offer specially-priced product combinations at our theatres. We routinely offer discounts to our guests on certain products including reusable popcorn tubs and soft drink cups that can be refilled at a discounted price. In certain international countries and in all of our domestic theatres, we offer a loyalty program that periodically offers food and beverage discounts. Our new Movie Club membership program also allows our domestic guests to sign-up for exclusive concessions discounts. Staff Training. Employees are continually trained in proper sales techniques, food preparation and handling and maintaining concession product quality. Some of our product promotions include a motivational element that rewards theatre staff for exceptional sales of certain promotional items. Theatre Design. Our theatres are designed to optimize the guest purchase experience at the concession stands, which includes multiple concession counters throughout a theatre to facilitate serving guests 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 incorporate self-serve candy cases and bottled drink coolers at our traditional crew-serve theatres to help provide convenience for our guests, drive impulse purchases and increase product availability for these two core categories. We also have self-service cafeteria-style concession areas in many of our domestic theatres, which allow customers to select their own refreshments and proceed to the cash register when they are ready. This design allows for more efficient service, and superior visibility of concession items. In select locations, we allow guests 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 and also negotiate volume- based and promotional-based rebates. Concession supplies are generally managed through a distribution network in which inventory is delivered to the theatres after receiving orders directly from the theatres. We conduct frequent inventory counts of concession products at every theatre to ensure proper stock levels are maintained to appropriately serve our guests. 9 Screen Advertising In our domestic markets, our theatres are part of the in-theatre digital network operated by National CineMedia, LLC, or NCM. NCM provides advertising to our theatres through its branded “Noovie” pre-show entertainment program and also handles lobby promotions and displays for our theatres. We believe that the reach, scope and digital delivery capability of NCM’s network provides an effective platform for national, regional and local advertisers to reach our audience. We receive a monthly theatre access fee for participation in the NCM network and also earn screen rental revenue on a per patron basis or revenue share basis depending on the placement of the advertisement. As of December 31, 2019, we had an approximate 25% ownership interest in NCM. See Note 7 to the consolidated financial statements for further discussion of our investment in NCM. Throughout our international markets, we have established our Flix Media brand that handles screen advertising functions in Brazil, Argentina, Chile, Central America, Colombia, Paraguay, Bolivia, Ecuador and Curacao. Our Flix Media marketing personnel work with local agencies and advertisers to coordinate screen advertising in our theatres as well as other theatres in our markets. In addition to screen advertising in our theatres, we will continue to expand Flix Media’s services to include, among other things, alternative content, digital media and other synergistic media opportunities. In a few of our other international markets, we outsource our screen advertising to local companies who have established relationships with local advertisers that provide similar programming benefits. The terms of our international screen advertising contracts vary by country, however, we generally earn a percentage of the screen advertising revenues for access to our screens. Marketing and Promotions We generally market our theatres and special events, including new theatre grand openings, remodel openings and VIP events, using email, organic and paid digital advertising, and radio and television advertising spots. We exhibit previews of coming attractions and current films as part of our on-screen pre-feature program. We offer guests access to movie times, the ability to buy their tickets and reserve their seats in advance and purchase gift cards at our website www.cinemark.com and via our smart phone and tablet applications. Customers can subscribe to our emails and push notifications to receive information about current and upcoming films at their preferred Cinemark theatre(s), including details about upcoming XD movies, advanced ticket sales, screenings, special events, concerts, live broadcasts, contests, promotions, and our latest concessions and merchandise offerings. We partner with film distributors on a regular basis to promote upcoming films through local, regional and national programs that are exclusive to our theatres. We interact with guests every day on social media platforms, such as Instagram, Facebook, and Twitter. Through social media, we provide relevant information, quick access to advanced ticketing information and upcoming movies and events, as well as to respond to guest feedback. Guests can also utilize social media to ask us questions regarding their local Cinemark theatre offerings, movie-related information or to provide suggestions. We launched a subscription membership program for our domestic circuit in December 2017 called Movie Club. Movie Club offers guests a 2D ticket credit, member- pricing for a companion ticket and concession and other transaction discounts for a monthly fixed price. Movie Club is a unique option to reward our loyal guests and allows us to stay informed of our frequent guests’ preferences. We offer a free domestic loyalty program to our guests, called Movie Fan, which was launched in 2016 as Connections and renamed in 2019. Movie Fan allows our guests to earn one point for every dollar they spend. Points can then be redeemed for tickets, concession items and discounts, as well as unique and limited-edition rewards that relate to films currently playing in our theatres. We also have loyalty programs in some of our international markets that either allow customers to pay a nominal fee for an annual membership card that provides them with certain admissions and concession discounts or that allows guests to earn loyalty points for each purchase. Similar to the Movie Fan program, our points-based international programs offer discounts on movie tickets and concessions. Our global loyalty programs put us in direct contact with our guests and provide additional opportunities for us to partner with the studios and our vendors through targeted promotions. Our domestic and international marketing departments also focus on expanding ancillary revenue, which includes the sale of gift cards and Supersaver discount tickets. Gift cards are sold through several channels – in-theatre, online at Cinemark.com, and through third party retail channels in grocery, pharmacy and big box stores. 10 We generally market Supersaver tickets to businesses as an employee-incentive or rewards program. Our marketing departments also 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. Competition We are one of the leaders in the motion picture exhibition industry. We compete against local, regional, national and international exhibitors with respect to attracting guests, licensing films and developing new theatre sites. Our primary U.S. competitors include Regal and AMC and our primary international competitors, which vary by country, include Cinépolis, Cine Colombia, CinePlanet, Kinoplex (GSR), Village Cines, Hoyts Chile, SuperCines and Araujo. We are generally able to book films without regard to the film bookings of other exhibitors at many of our theatres. In certain limited situations, distributors allocate movies to only one theatre in a market generally based on demographics, the conditions, capacity and grossing potential of each theatre, and the terms of exhibition. In all theatres, our success in attracting guests can depend on customer service quality, location, theatre capacity, quality of projection and sound equipment, film showtime availability 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 upon factors such as commercial terms, committed investment and resources, theatre design and capacity, revenue potential, and financial stability. We face competition from other forms of out-of-home entertainment competing for the public’s leisure time and disposable income, such as family entertainment centers, concerts, theme parks and sporting events. We also face competition for patrons from a number of alternative film distribution channels, such as streaming services, digital downloads, video on-demand, DVDs, pay television, network and syndicated television, and streaming video on demand. Seasonality Our revenues have historically been seasonal, coinciding with the timing of releases of motion pictures by the major distributors. The most successful motion pictures have historically been released during summer months in the U.S., extending from May to July, and during the holiday season, extending from November through year-end. The timing of releases, however, has become less pronounced as distributors have begun releasing content more evenly throughout the year. In our Latin American markets, while Hollywood content has similar release dates as in the U.S., the local holidays and seasons can vary. The unexpected emergence of a hit film during other periods can impact this seasonality trend. The timing, quantity and quality of film releases can have a significant impact on our results of operations, and the results of one period are not necessarily indicative of results for the following period or for the same period in the following year. Corporate Operations Our worldwide headquarters, referred to as the Cinemark Service Center, is located in Plano, Texas. Personnel at the Cinemark Service Center provide oversight and support for our domestic and international theatres, and includes our executive team and department heads in charge of film licensing, food and beverage, theatre operations, theatre construction and maintenance, real estate, human resources, marketing, legal, finance, accounting, tax and information technology. Our U.S. operations are comprised of twenty regions, each of which is headed by a regional vice president. We have nine regional offices in Latin America responsible for the local management of theatres in fifteen countries (Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala and Curacao are managed out of one Central American regional office). Each regional office is headed by a general manager with additional personnel responsible for film licensing, marketing, human resources, information technology, operations and finance. We have divisional chief financial officers in Brazil and Argentina and a regional chief financial officer located in Chile that oversees Chile, Bolivia and Paraguay. 11 Employees We have approximately 22,000 employees in the U.S., approximately 21% of whom are full time employees and 79% of whom are part time employees. We have approximately 10,500 employees in our international markets, approximately 77% of whom are full time employees and approximately 23% of whom are part time employees. Due to the seasonal nature of our business as discussed above, our headcount can vary throughout the year, depending on the timing and success of movie releases. Some of our international locations are subject to union regulations. We regard our relations with our employees to be satisfactory. Regulations The distribution of motion pictures is largely regulated by antitrust laws and has been the subject of numerous antitrust cases. The manner in which we can license films from certain major film distributors has been influenced by consent decrees resulting from these cases. Consent decrees bind certain major film distributors and require the films of such distributors to be offered and licensed to exhibitors, including Cinemark, on a theatre-by-theatre and film-by-film basis. Consequently, exhibitors cannot enter into long-term arrangements with major distributors, but must negotiate for licenses on a theatre-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, and regulations recently issued by the U.S. Food and Drug Administration that require nutrition labels for certain menu items. Our domestic and international theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship, health and sanitation requirements and various business licensing and permitting. Financial Information About Geographic Areas We currently have operations in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao, and Paraguay, which are reflected in the consolidated financial statements. See Note 20 to the consolidated financial statements for segment information and financial information by geographic area. Item 1A. Risk Factors Our 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. Reduced volume of film releases, poor performance 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 for the film distributors, or a reduction in the production and marketing efforts of the film distributors to make and promote their films could have an adverse effect on our business by resulting 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 major film distributors generally release the films they anticipate will be most successful during the summer and holiday seasons. Consequently, we typically generate higher revenues during these periods. The timing of releases, however, has become less pronounced as distributors have begun releasing content more evenly throughout the year. In our Latin American markets, while Hollywood content has similar release dates as in the U.S., the local holidays and seasons can vary. The unexpected emergence of a successful film during other periods or the failure of an expected success at a key 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 one period may not be indicative of the results for the following period or the same period in the following year. 12 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 film distributors accounting for approximately 80% of U.S. box office revenues and 40 of the top 50 grossing films during 2019. Numerous antitrust cases and consent 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 therefore required to negotiate licenses for each film and for each theatre. A deterioration in our relationship with any of the major film distributors could adversely affect our ability to obtain commercially successful films and to negotiate favorable licensing terms for such films, both of which could adversely affect our business and operating results. We 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 our markets. We compete for both patrons and licensing of films. In markets where we do not face nearby competitive theatres, there is a risk of new theatres being built. The degree of competition for patrons is dependent upon such factors as location, theatre capacity, presentation quality, film showtime availability, customer service quality, products and amenities offered, and ticket prices. The principal competitive factors with respect to film licensing include the theatre’s location and its demographics, the condition, capacity and grossing potential of each theatre, and licensing terms. We also face competition from new concept theatres such as dine-in theatres and tavern style theatres that open in close proximity to our conventional theatres. If we are unable to attract patrons or to license successful films, our business may be adversely affected. An increase in competing forms of entertainment or the use of alternative film distribution channels may reduce movie theatre attendance and limit revenue growth. We compete with other forms of out-of-home entertainment, such as family entertainment centers, concerts, theme parks, gaming and sporting events, for our patrons’ leisure time and disposable income. We also face competition for patrons from a number of alternative film distribution channels, such as digital downloads, video on-demand, DVDs, pay television, network and syndicated television, and streaming video on demand. Some of these distribution channels have seen growth in production in recent years. A significant increase in popularity of these alternative film distribution channels, competing forms 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. The average video and digital release window, which represents the time that elapses from the date of a film’s theatrical release to the date a film is available for DVD has been approximately ninety days for the past several years. If patrons choose to wait 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 condition and cash flows. These release windows, which are determined by the studios, may shrink further or be eliminated altogether, which could have an adverse impact on our business and results of operations. General political, social, health and economic conditions can adversely affect our attendance. Our results of operations are dependent on general political, social, health and economic conditions, and the impact of such conditions on our theatre operating costs and on the willingness of consumers to spend money at movie theatres. If consumers’ discretionary income declines during a period of an economic downturn or political uncertainty, our operations could be adversely affected. If theatre operating costs, such as utility costs, increase due to political or economic changes, our results of operations could be adversely affected. Political events, such as terrorist attacks, and health-related epidemics, such as flu outbreaks, could cause people to avoid our theatres or other public places where large crowds are in attendance, which could adversely affect our results of operations. 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. 13 Our foreign operations are subject to adverse regulations, economic instability and currency exchange risk. We have 209 theatres with 1,487 screens in fifteen countries in Latin America. Brazil represented approximately 9% of our consolidated 2019 revenues. Governmental regulation of the motion picture industry in foreign markets differs from that in the U.S. Changes in regulations affecting prices and quota systems requiring the exhibition of locally-produced films may adversely affect our international operations. 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 foreign currency exchange and cash transfers to the U.S., all of which could have an adverse effect on the results of our operations. We have substantial long-term lease and debt obligations, which may restrict our ability to fund current and future operations and that restrict our ability to enter into certain transactions. We have, and will continue to have, significant long-term debt service obligations and long-term lease obligations. As of December 31, 2019, we had $1,801.3 million in long-term debt obligations, $156.4 million in finance lease obligations and $1,440.9 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 availability of our cash flows from operations to fund working capital, capital expenditures, acquisitions and other corporate requirements and to pay dividends; impeding our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate purposes; subjecting us to the risk of increased sensitivity to interest rate increases on our variable rate debt, including our borrowings under our senior secured credit facility; 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, changes in 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 cash flows and on our future financial results. Our ability to generate positive cash flows is subject to general economic, financial, competitive, regulatory and other 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 be available under our senior secured credit facility, in an amount sufficient to enable us to pay our indebtedness. If our cash flows and capital resources are insufficient to fund our lease and debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital 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 to meet our scheduled debt service obligations and these actions may be restricted under the terms of our existing or future debt agreements, including our senior 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 operating covenants 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 our outstanding indebtedness and the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings. We could be forced into bankruptcy or liquidation. The acceleration of our indebtedness under one agreement may permit acceleration of indebtedness under other agreements that contain cross-default and cross-acceleration provisions. If our indebtedness is accelerated, we may 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 on commercially reasonable terms or on terms that are acceptable to us. If our debt holders require immediate payment, we may not have sufficient assets to satisfy our obligations under our indebtedness. 14 We are rated by nationally recognized rating agencies. The rating scales and methodologies used to derive individual ratings may vary from agency to agency. Credit ratings are issued by credit rating agencies based on evaluations of our ability to pay back our outstanding debt and the likelihood that we would default on that debt prior to its maturity. The credit ratings issued by the rating agencies represent the rating agency's evaluation of both qualitative and quantitative information for our company. The credit ratings that are issued are based on the rating agency’s judgment and experience in determining what information should be considered in giving a rating to a particular company. Ratings are always subject to change and there can be no assurance that our current ratings will continue for any given period of time. A downgrade of our debt ratings, depending on the extent, could increase the cost to borrow funds. A failure to adapt to future technological innovations could impact our ability to compete effectively and could adversely affect our results of operations. While we continue to invest in technological innovations, such as motion seats and satellite distribution technologies, new technological innovations continue to impact our industry. If we are unable to respond to or invest in changes in technology and the technological preferences of our customers, 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 new theatre 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 continue to pursue a strategy of expansion that will involve the development of new theatres and may involve acquisitions of existing theatres and theatre circuits both in the U.S. and internationally. There is significant competition for new site locations and for existing theatre and theatre circuit acquisition opportunities. As a result of such competition, we may not be able to acquire attractive site locations, existing theatres or theatre circuits on terms we consider acceptable. The pace of our growth may also be impacted by delays in site development caused by other parties. Acquisitions and expansion opportunities may divert a significant amount of management’s time away from the operation of our business. Growth by acquisition also involves risks relating to difficulties in integrating the operations and personnel of acquired companies and the potential loss of key employees of acquired companies. Our expansion strategy may not result in improvements to our business, financial condition, profitability, or cash flows. Further, our expansion programs may require financing above our existing 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 on acceptable 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, or the 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 that public facilities “reasonably accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities” conform to accessibility guidelines unless “structurally impracticable” for new construction or technically infeasible for alterations. On November 15, 2004, Cinemark and the DOJ entered into a consent order, which was filed with the U.S. District Court for the Northern District of Ohio, Eastern Division. 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 has stipulated that all theatres built in compliance with the consent order will comply with the wheelchair seating requirements of the ADA. If we fail to comply with the ADA, remedies could include imposition of injunctive relief, fines, awards for damages to private litigants and additional capital expenditures to remedy non-compliance. Imposition of significant fines, damage awards or capital expenditures to cure non-compliance could adversely affect our business and operating results. We 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. We are also subject to union regulations in certain of our international markets, which can specify wage rates as well as minimum hours to be paid to certain employees. As federal 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 to employees at wage rates that are above minimum wage. Labor shortages, increased employee turnover and health care mandates could also increase our labor costs. This in turn could lead us to increase prices, 15 which could impact our sales. Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our results of operations may be adversely impacted. 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 or at all. The inability to access debt financing on reasonable terms could materially impact our ability to make acquisitions, invest in technology innovations or significantly expand our business in the future. 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 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 certain financial covenants in, and are not in default under, our debt instruments. The declaration of future dividends on our common stock, par value $0.001 per 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, could discourage 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 our stockholders; and provisions of Delaware law that restrict many business combinations and provide that directors serving on classified boards of directors, such as ours, may be removed only for cause. Certain provisions of our 4.875% senior notes indenture, our 5.125% senior notes indenture and our senior secured credit facility may have the effect of delaying or preventing future transactions involving a “change of control.” A “change of control” would require us to make an offer to the holders of each of our 4.875% senior notes and our 5.125% senior notes to repurchase all of the outstanding notes at a purchase price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest to the 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 our Common Stock could decrease. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional Common Stock. As of December 31, 2019, we had an aggregate of 170,002,126 shares of our Common Stock authorized but unissued and not reserved for specific purposes. In general, 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 with acquisitions. As of December 31, 2019, we had 117,151,656 shares of our Common Stock outstanding. Of these shares, approximately 106,116,920 shares were freely tradable. The remaining shares of our Common Stock were “restricted securities” as that term is defined in Rule 144 under the Securities Act. Restricted securities may not be resold in a public distribution except in compliance with the registration requirements of the Securities Act or 16 pursuant to an exemption therefrom, 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 divestiture by any of our large stockholders, our directors or executive officers of their shares of Common Stock. As of December 31, 2019, there were 7,384,464 shares of our Common Stock reserved for issuance under our 2017 Omnibus Incentive Plan. Legislative 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 agencies and 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, transportation and utilities for our vendors and for us which would result in higher operating costs for the Company. Also, compliance of our theatres and accompanying real estate with new and revised environmental, zoning, land-use or building codes, laws, rules or regulations, could have a material and adverse effect on our business. However, we are unable to predict at this time, the potential effects, if any, that any future environmental initiatives may have on our business. 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 include those that impose liability for the investigation and remediation of spills or releases of hazardous materials. We may incur such liability, including for any currently or formerly owned, leased or operated property, or for any site, to which we may have disposed, or arranged for the disposal of, hazardous materials or wastes. Certain of these laws and regulations may impose liability, including on a joint and several liability, which can result in a liable party being obliged to pay for greater than its share, regardless of fault or the legality of the original disposal. Environmental conditions relating to our properties or operations could have an adverse effect on our business and results of operations and cash flows. Cyber security threats and our failure to protect our electronically stored data could adversely affect our business. We collect, use, store and maintain electronic information and data necessary to conduct our business, including confidential and proprietary information of the company, our customers, and our employees. We also rely on the availability of information technology systems to operate our business, including for communications, receiving and displaying movies, ticketing, guest services, payments, and other general operations. We rely on some of our vendors to store and process certain data and to manage, host, and/or provide some of our information technology systems. Because of the scope and complexity of our information technology systems, our reliance on vendors to provide, support and protect our systems and data, and the constantly evolving cyber-threat landscape, our information technology systems are subject to the risk of disruption, failure, unauthorized access, cyber-terrorism, human error, misuse, tampering, theft, and other cyber-attacks. These or similar events, whether accidental or intentional, could result in theft, unauthorized access or disclosure, loss, fraudulent or unlawful use of customer, employee or company data, which could harm our reputation or result in a loss of business, as well as remedial and other costs, fines, investigations, enforcement actions or lawsuits. These or similar events could also lead to an interruption in the operation of our systems resulting in business impact, including loss of business. Those same scope, complexity, reliance, and changing cyber-threat landscape factors could also affect our ability to adapt to and comply with changing regulations and contractual obligations applicable to data security and privacy, which are increasingly demanding, both in the United States and in other jurisdictions where we operate. In order to address these risks, we have adopted security measures and technology, operate a security program, and work continuously to evaluate and improve our security posture. However, the development and maintenance of these 17 systems and programs are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. As such, there can be no assurance that these or similar events will not occur in the future or will not have an adverse effect on our business and results of operation. In addition to Company-specific cyber threats or events, our business and results of operations could also be impacted by cyber-related events affecting our peers and partners within the entertainment industry, as well as other retail companies. We maintain insurance designed to provide coverage for cyber risks related to what we believe to be adequate and collectible insurance in the event of the theft, loss, fraudulent or unlawful use of customer, employee or company data, but the foregoing events or future events could result in costs and business impacts which may not be covered or may be in excess of any available insurance that we may have procured. As a result, future events could have a material impact on our business and adversely affect our financial condition and results of operations. Product recalls and associated costs could adversely affect our reputation and financial condition. We may be found liable if the consumption of any of the products we sell causes illness or injury. We are also subject to recall by product manufacturers or if the food products become contaminated. Recalls could result in losses due to the cost of the recall, the destruction of the product and 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. We rely on a variety of direct and indirect (through various third parties) marketing techniques. Any expansion on existing and/or new laws and regulations regarding marketing, solicitation or data protection could adversely affect the continuing effectiveness of our marketing techniques. T h i s could 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 or exposure 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 agree with the determinations that we made and such disagreements could result in lengthy legal disputes and, ultimately, in the payment of substantial amounts for tax, interest and penalties, which could have a material impact on our results. Additionally, current economic and political conditions make tax rates in any jurisdiction, including the U.S., subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. If the Company’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 an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected. We may not be able to generate additional revenues or continue to realize value from our investment in NCM. As of December 31, 2019, we owned 39,737,700 common units of NCM, which represented an ownership interest in NCM of approximately 25%. We receive monthly theatre access and advertising fees under our Exhibitor Services Agreement with NCM and we are entitled to receive mandatory quarterly distributions of excess cash from NCM. During the years ended December 31, 2017, 2018 and 2019, the Company received approximately $11.3 million, $12.1 million and $13.8 million in other revenues from NCM, respectively, $17.4 million, $22.2 million and $25.9 million in cash distributions recorded as a reduction of our investment in NCM, respectively, and $16.4 million $15.4 million and $12.9 million in cash distributions in excess of our investment in NCM, respectively. Cinema advertising is a small component of the U.S. advertising market and therefore, NCM competes with larger, more established and well known media platforms such as broadcast radio and television, cable and satellite television, outdoor advertising and Internet portals. In-theatre advertising may not continue to attract advertisers or NCM’s in-theatre advertising format may not continue to be received favorably by theatre patrons. If NCM is unable to continue to generate consistent advertising revenues, its results of operations may be adversely affected and our investment in and distributions and revenues from NCM may be adversely impacted. Each of our common units in NCM is convertible into one share of NCM, Inc. common stock. As of December 31, 2019, the estimated fair value of our investment in NCM was approximately $289.7 million based on 18 NCM, Inc.’s stock price as of December 31, 2019 of $7.29 per share. The market value of NCM, Inc.’s stock price may vary due to the performance of the business, industry trends, general and economic conditions and other factors. If NCM, Inc.’s stock price declines below our carrying value for an extended period of time, we may record an impairment in our investment. 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 and individually impacted by increased competition, adverse changes in market demographics, or adverse changes in the development or condition of the areas surrounding 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 our attendance due to increased competition in certain regions and/or countries or economic factors that lead to a decline in attendance in any given region or country could result in impairments of goodwill and our intangible assets. Item 1B. Unresolved Staff Comments None. Item 2. Properties The following table sets forth a summary of our theatres in U.S. and international markets as of December 31, 2019: Segment U.S. International Total Leased Theatres Owned Theatres 302 209 511 43 — 43 The Company conducts a significant part of its theatre operations in leased properties under noncancelable operating and finance leases with terms generally ranging from 10 to 25 years. In addition to fixed lease payments, some of the leases provide for variable lease payments and some require the payment of taxes, insurance and other costs applicable to the property. Variable lease payments include payments based on a percentage of retail sales over contractual levels or payments adjusted periodically for inflation or changes in attendance. The Company can renew, at its option, a substantial portion of the leases at defined or then market rental rates for various periods. Some leases also provide for escalating rent payments throughout the lease term. See Note 3 for further discussion of our property leases. In addition to our theatre properties, we currently own an office building in Plano, Texas, which is our worldwide headquarters. We lease office space in Frisco, Texas for theatre support and a warehouse in McKinney, TX. We also lease office space in seven regions in Latin America for our local management. Item 3. Legal Proceedings Intertrust Technologies Corporation (“Intertrust”) v. Cinemark Holdings, Inc., Regal, AMC, et al. This case was filed against the Company on August 7, 2019 in the Eastern District of Texas – Marshall Division alleging patent infringement. The Company firmly maintains that the contentions of the Plaintiff are without merit and will vigorously defend itself against the lawsuit. Although the Company does not believe that it has infringed on any of Intertrust’s patents, it cannot predict the outcome of this litigation. Flagship Theatres of Palm Desert, LLC d/b/a Cinemas Palme D’Or v. Century Theatres, Inc., and Cinemark USA, Inc.; Superior Court of the State of California, County of Los Angeles. Plaintiff in this case alleges that we violated California antitrust and unfair competition laws by engaging in “circuit dealing” with various motion picture distributors and tortiously interfered with Plaintiff’s business relationships. Plaintiff seeks compensatory 19 damages, trebling of those damages under California law, punitive damages, injunctive relief, attorneys’ fees, costs and interest. Plaintiff also alleges that our conduct ultimately resulted in closure of its theatre in June 2016. We denied the allegations. In 2008, we moved for summary judgment on Plaintiff’s claims, arguing primarily that clearances between the theatres at issue were lawful and that Plaintiff lacked proof sufficient to support certain technical elements of its antitrust claims. The trial court granted that motion and dismissed Plaintiff’s claims. Plaintiff appealed and, in 2011, the Court of Appeal reversed, holding, among other things, that Plaintiff’s claims were not about the illegality of clearances but were focused, instead, on “circuit dealing.” Having re-framed the claims in that manner, the Court of Appeal held that the trial court’s decision to limit discovery to the market where the theatres at issue operated was an error, as “circuit dealing” necessarily involves activities in different markets. Upon return to the trial court, the parties engaged in additional, broadened discovery related to Plaintiff’s “circuit dealing” claim. Thereafter, we moved again for summary judgment on all of Plaintiff’s claims. That new motion for summary judgment was pending when, on or about April 11, 2014, the trial court granted our motion for terminating sanctions and entered a judgment dismissing the case with prejudice. Plaintiff then appealed that second dismissal, seeking to have the judgment reversed and the case remanded to the trial court. The Court of Appeal issued a ruling on May 24, 2016, reversing the granting of terminating sanctions and instead imposed a lesser evidentiary and damages preclusion sanction. The case returned to the trial court on October 6, 2016. On May 10, 2018, after a five-week jury trial, the jury found no liability on one circuit dealing claim and awarded Plaintiff damages on the other claim, which are tripled for antitrust damage awards. Plaintiff would also be entitled to certain court costs and to seek at least some portion of its attorney’s fees. During 2018, we recorded a litigation reserve based on the jury award, court costs and attorney’s fees. The trial court denied a motion for a judgment notwithstanding the verdict and a motion for a new trial. We have appealed the judgment. Although we deny that we engaged in any form of circuit dealing, we cannot predict the outcome of our pending motions or future appeals. Civil Investigative Demand. We received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice. The CID relates to an 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 General of the State of Ohio and later from other states regarding similar inquiries under state antitrust laws. The CIDs request us to answer interrogatories, and produce documents, or both, related to the investigation of matters including film clearances, potential coordination and/or communication with other major theatre circuits and related joint ventures. We to fully cooperate with all federal and state government agencies. Although we do not believe that we have violated 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 business operations, such as personal injury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance or by indemnification from vendors. We believe our potential liability with respect to these types of proceedings currently pending is not material, individually or in the aggregate, to our financial position, results of operations and cash flows. 20 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common equity consists of common stock, which has traded on the New York Stock Exchange since April 24, 2007 under the symbol “CNK." Holders of Common Stock As of December 31, 2019, there were 492 holders of record of the Company’s common stock and there were no other classes of stock issued and outstanding. Dividend Policy We, at the discretion of the board of directors and subject to applicable law, anticipate paying regular quarterly dividends on our common stock. The amount, if any, of the dividends to be paid in the future will depend upon our then available cash, anticipated cash needs, overall financial condition, loan agreement restrictions, future prospects for earnings and cash flows, as well as other relevant factors. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Capital Resources – Financing Activities for a discussion of dividend restrictions under our debt agreements. See Note 6 to our consolidated financial statements for a detail of dividends paid during the years ended December 31, 2017, 2018 and 2019. Performance Graph The performance graph is incorporated by reference to the Company’s proxy statement for its annual stockholders meeting to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Securities Authorized for Issuance under Equity Compensation Plans Information regarding securities authorized for issuance under the Company’s long-term compensation plan is incorporated by reference to the Company’s proxy statement for its annual stockholders meeting to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. 21 Item 6. Selected Financial Data The following table provides our selected consolidated financial and operating data for the periods and at the dates indicated for each of the five most recent years ended December 31, 2019. You should read the selected consolidated financial and operating data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes appearing elsewhere in this report. We adopted ASC Topic 606, Revenue Recognition, effective January 1, 2018 (see Note 4 to the consolidated financial statements for related disclosures). We adopted ASC Topic 842, Leases, effective January 1, 2019 (see Note 3 to the consolidated financial statements for a summary of the impact of adoption). Statement of Income Data: Revenues: Admissions Concession Other Total revenues Film rentals and advertising Concession supplies Salaries and wages Facility lease expense Utilities and other General and administrative expenses Depreciation and amortization Impairment of long-lived assets Loss on disposal of assets and other Total cost of operations Operating income Interest expense Net income Net income attributable to Cinemark Holdings, Inc. Net income attributable to Cinemark Holdings, Inc. per share: Basic Diluted Cash dividends declared per common share Other Financial Data: Cash flow provided by (used for): Operating activities Investing activities Financing activities Capital expenditures $ $ $ $ $ $ $ $ $ $ 2015 1,765,519 $ 936,970 150,120 2,852,609 945,640 144,270 301,099 319,761 355,801 156,736 189,206 8,801 8,143 2,429,457 $ 423,152 $ 112,741 $ 218,728 $ 216,869 $ Year Ended December 31, 2016 2017 (Dollars in thousands, except per share data) 2018 1,789,137 $ 990,103 139,525 2,918,765 962,655 154,469 325,765 321,294 355,926 143,355 209,071 2,836 20,459 2,495,830 $ 422,935 $ 108,313 $ 256,827 $ 255,091 $ 1,794,982 $ 1,038,788 157,777 2,991,547 966,510 166,320 354,510 328,197 355,041 153,278 237,513 15,084 22,812 2,599,265 $ 392,282 $ 105,918 $ 266,019 $ 264,180 $ 1,834,173 $ 1,108,793 278,769 3,221,735 999,755 180,974 383,860 323,316 448,070 165,173 261,162 32,372 38,702 2,833,384 $ 388,351 $ 109,994 $ 215,305 $ 213,827 $ 2019 1,805,321 1,161,083 316,695 3,283,099 1,003,832 206,441 410,086 346,094 474,711 173,384 261,155 57,001 12,008 2,944,712 338,387 99,941 193,848 191,386 1.87 $ 1.87 $ 1.00 $ 2.19 $ 2.19 $ 1.08 $ 2.26 $ 2.26 $ 1.16 $ 1.83 $ 1.83 $ 1.28 $ 1.63 1.63 1.36 2015 2016 Year Ended December 31, 2017 (Dollars in thousands) 2018 2019 455,871 $ (328,122 ) (151,147 ) (331,726 ) 462,910 $ (327,769 ) (163,711 ) (326,908 ) 528,998 $ (410,476 ) (158,008 ) (380,862 ) 556,915 $ (451,370 ) (192,648 ) (346,073 ) 561,995 (310,642 ) (186,506 ) (303,627 ) 22 Balance Sheet Data: Cash and cash equivalents Theatre properties and equipment, net Total assets Total long-term debt, including current portion, net of unamortized debt issue costs Equity Operating Data: United States Theatres operated (at period end) Screens operated (at period end) Total attendance (in 000s) International Theatres operated (at period end) Screens operated (at period end) Total attendance (in 000s) Worldwide Theatres operated (at period end) Screens operated (at period end) Total attendance (in 000s) 2015 2016 As of December 31, 2017 (Dollars in thousands) 2018 2019 $ 588,539 $ 1,505,069 4,126,497 561,235 $ 1,704,536 4,306,633 522,547 $ 1,828,054 4,470,893 426,222 $ 1,833,133 4,481,838 488,313 1,735,247 5,828,017 1,781,335 1,110,813 1,788,112 1,272,960 1,787,480 1,405,688 1,780,611 1,408,570 1,777,937 1,448,322 2015 2016 Year Ended December 31, 2017 2018 2019 337 4,518 179,601 176 1,278 100,499 513 5,796 280,100 339 4,559 182,660 187 1,344 104,581 526 5,903 287,241 339 4,561 174,432 194 1,398 102,584 533 5,959 277,016 341 4,586 185,268 205 1,462 96,847 546 6,048 282,115 345 4,645 176,162 209 1,487 103,409 554 6,132 279,571 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes included in this report. This discussion contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties and risk associated with these statements. Discussion regarding our financial condition and results of operations for 2018 compared to 2017 is included in Item 7 of our 2018 Annual Report on Form 10-K filed February 28, 2019. Overview We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of December 31, 2019, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 20 to the consolidated financial statements. Revenues and Expenses We generate revenues primarily from filmed entertainment box office receipts and concession sales with additional revenues from screen advertising and screen rental revenue and other revenue streams, such as transactional fees, vendor marketing promotions, studio trailer placements, meeting rentals and electronic video games located in some of our theatres. We also offer alternative entertainment, such as the Metropolitan Opera, concert events, in-theatre gaming, live and pre-recorded sports programs and other special events in our theatres through Fathom Entertainment (operated by AC JV, LLC). National Cinemedia (“NCM”) provides our domestic theatres with various forms of in- theatre advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and to other international exhibitors. Films leading the box office during the year ended December 31, 2019 included Avengers: Endgame, Star Wars: Episode IX, Frozen 2,The Lion King, Toy Story 4, Captain Marvel, SpiderMan: Far from Home, Aladdin, Joker, It: Chapter Two, Us, Fast & Furious Presents: Hobbs & Shaw, John Wick: Chapter 3 – Parabellum , and Jumanji: The Next Level, among other films. Films scheduled for release during 2020 include Bad Boys for Life, Onward, A Quiet Place: Part 2, Mulan, No Time to Die, Black Widow, Fast & Furious 9, Wonder Woman 1984, Soul, Top Gun: Maverick, Minions: The Rise of Gru, Jungle Cruise, The King’s Man, The Eternals and Raya and the Last Dragon, 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 for periods in which more blockbuster films are released. The Company also receives virtual print fees from studios for certain of its international locations, which are included as a contra- expense in film rentals and advertising costs; however, these costs are expected to be fully recovered in 2020. Advertising costs, which are expensed as incurred, are primarily related to campaigns for new and remodeled theatres, loyalty and membership programs and brand advertising that vary depending on the timing of such campaigns. Concession supplies expense is variable in nature and fluctuates with our concession revenues and product mix. 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 tend to move in relation to revenues as theatre staffing is adjusted to respond to changes in attendance. In certain locations, staffing levels 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. Certain leases are subject to percentage rent only, while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease expense as a percentage of revenues is also affected by the number of theatres under operating leases, the number of theatres under capital and finance leases and the number of owned theatres. 24 Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, janitorial costs, credit card fees, third party ticket sales commissions, repairs and maintenance expenses, security services and expenses for projection and sound equipment maintenance and monitoring. General and administrative expenses are primarily fixed in nature and consist of the costs to support the overall management of the Company, including salaries and wages, incentive compensation and benefit costs for our corporate office personnel, facility expenses for our corporate offices, consulting fees, legal fees, audit fees, supplies and other costs that are not specifically associated with the operations of our theatres. Critical Accounting Policies We prepare our consolidated financial statements in conformity with generally accepted accounting principles in the U.S., or U.S. GAAP. As such, we are required to make certain estimates and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies, which we believe are the most critical to aid in fully understanding and evaluating our reported consolidated financial results, include the following: Revenue and Expense Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC Topic 606”), which outlines how an entity should recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASC Topic 606 replaced most existing revenue recognition guidance in U.S. generally accepted accounting principles. We adopted ASC Topic 606 effective January 1, 2018 under the modified retrospective method. Our patrons have the option to purchase movie tickets well in advance of a movie showtime or right before the movie showtime, or at any point in between those two timeframes depending on seat availability. We recognize such admissions revenues when the showtime for a purchased movie ticket has passed. Concession revenues are recognized when products are sold to the consumer. Other revenues primarily consist of screen advertising and screen rental revenues, promotional income, studio trailer placements and transactional fees. We sell gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred revenues. Deferred revenues for gift cards and discount ticket vouchers are recognized when they are redeemed for movie tickets or concession items. We offer a subscription program in the U.S. whereby patrons can pay a monthly fee to receive a monthly credit for use towards a future movie ticket purchase. We record the monthly subscription program fees as deferred revenues and record admissions revenues when the showtime for a movie ticket purchased with a credit has passed. We have loyalty programs in the U.S. and many of our international locations that either have a prepaid annual membership fee or award points to customers as purchases are made. For those loyalty programs that have an annual membership fee, we recognize the fee collected as other revenues on a straight-line basis over the term of the membership. For those loyalty programs that award points to customers based on their purchases, we record a portion of the original transaction proceeds as deferred revenues based on the number of reward points issued to customers and we recognize the deferred revenues when the customer redeems such points. The value of loyalty points issued is based on the estimated fair value of the rewards offered. The Company records breakage revenue on gift cards and discount ticket vouchers generally based on redemption activity and historical experience with unused balances. The Company records breakage revenue upon the expiration of loyalty points and subscription credits. Breakage revenue is recorded as other revenues on the consolidated income statements. Advances collected on concession and other contracts are deferred and recognized during the period in which we satisfy the related performance obligations, 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 the contracts or as we meet our performance obligations in accordance with the terms of the contracts. Film rental costs are subject to the film licensing arrangement and accrued based on the applicable box office receipts and either; 1) a sliding scale formula, which is generally established prior to the opening of the film, 2) firm terms or 3) estimates of the final settlement rate, which occurs at the conclusion of the film run. Under a sliding scale formula, we pay a percentage of box office revenues using a pre-determined matrix that is based upon box 25 office performance of the film for its full run. Under a firm 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 decline over the term of the run. The settlement process allows for negotiation of film rental fees upon the conclusion of the film run based upon 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 film is released when the initial box office performance of the film is known. If actual settlements are different than those estimates, film rental costs are adjusted at that time. Our advertising 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. Certain of our leases are subject to monthly percentage rent only, which is accrued each month based on actual revenues. Certain of our other theatres require payment of percentage rent in addition to fixed monthly rent if an annual target revenue level is achieved. Percentage rent expense is estimated and recorded for these theatres on a monthly basis if the theatre’s historical performance or forecasted performance indicates that the annual target revenue level will be reached. Once annual revenues are known, which is generally at the end of the year, the percentage rent expense is adjusted at that time. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASC Topic 842”). The purpose of ASC Topic 842 is to provide financial statement users a better understanding of the amount, timing, and uncertainty of cash flows arising from leases. The adoption of ASU 2016-02 resulted in the recognition of a right-of-use asset and a lease liability for most operating leases. We adopted ASC Topic 842 as of January 1, 2019 under the modified retrospective approach that resulted in the recognition of a cumulative-effect adjustment to the opening balance of retained earnings and elected certain practical expedients. See Note 3 to the financial statements for additional discussion. Theatre properties and equipment are depreciated using the straight-line method over their estimated useful lives. In estimating the useful lives of our theatre properties and equipment, we have relied upon our experience with such assets and our historical replacement period. We periodically evaluate these estimates and assumptions and adjust them as necessary. Leasehold improvements 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 Assets We review long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We also perform a full quantitative impairment evaluation on an annual basis. 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; operating lease right-of-use asset 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; the impact of recent theatre remodels or other substantial improvements; available lease renewal options; and other factors considered relevant in our assessment of impairment of individual theatre assets. 26 Long-lived assets are evaluated for impairment on a theatre basis, which we believe is the lowest applicable level for which there are identifiable cash flows. The impairment evaluation is based on the estimated undiscounted cash flows from continuing use through the remainder of the theatre’s useful life. The remainder of the theatre’s useful life correlates with the remaining lease period, which includes the probability of the exercise of available renewal periods for leased properties, and the lesser of twenty years or the building’s remaining useful life for owned properties. If the estimated undiscounted cash flows 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 fair value. 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 its estimated fair value. Significant judgment is involved in estimating cash flows and fair value. Fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluations performed during 2017, 2018 and 2019. 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 market transactions and current industry trading multiples. The long-lived asset impairment charges recorded during each of the periods presented are 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. Impairment of Goodwill and Intangible Assets We evaluate goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the goodwill may not be fully recoverable. We evaluate goodwill for impairment at the reporting unit level and we have allocated goodwill to the reporting unit based on an estimate of its relative fair value. Management considers the reporting unit to be each of its twenty regions in the U.S. and seven of its international countries with Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala considered one reporting unit (the Company does not have goodwill recorded for all of its international locations). Under ASC Topic 350, Goodwill, Intangibles and Other (“ASC Topic 350”), we may perform a qualitative impairment assessment or a quantitative impairment assessment of our goodwill. A quantitative analysis requires us to estimate the fair value of each reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds its estimated fair value, goodwill would be written down such that the carrying value would equal estimated fair value. Fair value is determined based on a multiple of cash flows, which was eight times for the evaluations performed during 2017, 2018 and 2019. 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 market transactions and current industry trading multiples. A qualitative assessment includes consideration of historical and expected future industry performance, estimated future performance of the Company, current industry trading multiples and other economic factors, and a review of current carrying values compared to estimated fair values as determined during our most recent quantitative assessment. We performed a quantitative goodwill impairment analysis for all reporting units during the year ended December 31, 2017. For the year ended December 31, 2018, we performed a quantitative goodwill assessment for three new domestic reporting units and a qualitative assessment for all other reporting units. We performed a qualitative goodwill impairment analysis for all reporting units during the year ended December 31, 2019. As of December 31, 2019, the estimated fair value of our goodwill for each reporting unit exceeded its carrying value by more than 10%. We did not record any goodwill impairment charges as a result of the assessments performed during the years ended December 31, 2017, 2018 and 2019. Tradename intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. Under ASC Topic 350, we can elect to perform a qualitative or quantitative impairment assessment for our tradename intangible assets. A quantitative tradename impairment assessment includes comparing the carrying values of tradename assets to an estimated fair value. Fair values are estimated by applying an estimated market 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 is involved in estimating market royalty rates and long-term revenue 27 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, are based on historical and projected revenue performance and industry trends. A qualitative assessment considers our historical and forecasted revenues and changes in estimated royalty rates, and a comparison of current carrying values to estimated fair values from our most recent quantitative assessment. During the year ended December 31, 2017, we performed quantitative tradename impairment evaluations for all tradename assets. During the years ended December 31, 2018 and 2019, we performed qualitative tradename impairment analyses. As a result of the analysis performed during each year, no impairment charges were recorded related to tradename intangible assets for the years ended December 31, 2017, 2018 and 2019. Income Taxes We use an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes are provided 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. A valuation 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. Income taxes are provided on unremitted earnings from foreign subsidiaries unless such earnings are expected to be indefinitely reinvested. Income taxes have also been provided for potential tax assessments. 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 not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position would be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken 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 an income 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. See “Impact of Recent Accounting Developments” below. Accounting for Investment in National CineMedia, LLC and Related Agreements We have an investment in NCM. NCM operates a digital in-theatre network in the U.S. for providing cinema advertising and non-film events. Upon joining NCM, we entered into an Exhibitor Services Agreement (“ESA”), with NCM pursuant to which NCM provides advertising, promotion and event services to our theatres. On February 13, 2007, National CineMedia, Inc., or NCM Inc., a newly formed entity that serves as a member and the sole manager of NCM, completed an initial public offering of its common stock. In connection with the NCM Inc. initial public offering, we amended our operating agreement and the Exhibitor Services Agreement, or ESA, with NCM and received proceeds related to the modification of the ESA and our sale of certain of shares in NCM. The ESA modification reflected a shift from circuit share expense under the prior Exhibitor Services Agreement, which obligated NCM to pay us a percentage of revenue, to a monthly theatre access fee, which significantly reduced the contractual amounts paid to the Company by NCM. The Company recorded the proceeds related to the ESA modification as deferred revenue. As a result of the proceeds received as part of the NCM, Inc. initial public offering, the Company had a negative basis in its original membership units in NCM (referred to herein as its Tranche 1 Investment). The Company does not recognize undistributed equity in the earnings on its Tranche 1 Investment until NCM's future net earnings, less distributions received, surpass the amount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. The Company 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 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, collectively referred to as its Founding Members, annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. To account for the receipt of additional common units under the Common Unit Adjustment Agreement, the Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18, Accounting for Subsequent Investments in an Investee after Suspension of Equity Loss 28 Recognition) by analogy, which also refers to AICPA Technical Practice Aid 2220.14, which indicates that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the common unit adjustments equates to making additional investments in National CineMedia. The Company evaluated the receipt of the additional common units in National CineMedia and the assets exchanged for these additional units and has determined that the right to use its incremental new screens would not be considered funding of prior losses. The Company accounts for these additional common units (referred to herein as its Tranche 2 Investment) as a separate investment than its Tranche 1 Investment. The common units received are recorded at fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue. The deferred revenue is amortized over the remaining term of the ESA. The Tranche 2 Investment is accounted for following the equity method, with undistributed equity earnings related to its Tranche 2 Investment included as a component of equity in income of affiliates and distributions received related to its Tranche 2 Investment are recorded as a reduction of its investment basis. Impact of Recent Accounting Developments Impact of New Lease Accounting Standard We adopted ASC Topic 842 as of January 1, 2019 under the modified retrospective approach that resulted in the recognition of a cumulative-effect adjustment to the opening balance of retained earnings. We elected the following practical expedients, as allowed by ASC Topic 842: • • • • • We chose not to separate nonlease components from lease components, accounting for lease components and nonlease components associated with a lease as a single lease component. More specifically, for theatre leases, we elected not to separate fixed common area maintenance costs from lease costs when calculating lease liabilities and assets. We did not reassess whether existing contracts in effect as of the transition date of January 1, 2019 were, or contained, a lease. We did not reassess the classification of existing leases as operating or finance as of the transition date. We did not reassess whether any initial direct costs were incurred for any of its existing leases. We did not elect to apply the recognition requirements of ASC 842 to short-term leases. The adoption of ASC Topic 842 included the following primary impacts: 1. 2. We recorded a right-of-use asset and lease liability for all of our operating leases as required by the standard. The lease liability for each lease was determined based on the present value of future minimum lease payments. The right-of-use asset was based on the lease liability value, adjusted for offsets that existed as of adoption, including deferred rent liabilities of ($39.2 million), net favorable and unfavorable lease intangibles of ($5.8 million), deferred lease incentive liabilities of ($13.0 million) and long-term prepaid rents of $7.7 million. We recorded operating lease right-of-use assets of $1,491.2 million and operating lease liabilities of $1,545.2 million upon adoption. Certain of our existing lease assets and liabilities, which were accounted for under prior sale-leaseback accounting guidance, were derecognized in accordance with ASC Topic 842 and reevaluated for classification per the new accounting guidance. Several of these leases have been reestablished as operating leases based on ASC Topic 842. a. b. For those leases that are now classified as operating leases in accordance with ASC Topic 842, approximately $110.4 million and $126.4 million of lease assets and liabilities, respectively, were recorded as an adjustment to beginning retained earnings. The related net deferred income tax asset for these accounts was also recorded as an adjustment to beginning retained earnings. See additional impact discussed in item 3 below. We recognized finance lease assets and liabilities in the amount of $57.4 million as of January 1, 2019 for the remaining leases that were determined to be finance leases under ASC Topic 842. 29 3. For the leases noted in item 2a above, we now record the related operating lease payments as facility lease expense, compared to prior periods in which the capitalized asset was depreciated and lease payments were recorded as a reduction of a lease liability and interest expense. Recent Developments On February 21, 2020, our board of directors approved a cash dividend for the fourth quarter of 2019 of $0.36 per share of common stock is payable to stockholders of record on March 6, 2020, and will be paid on March 20, 2020. 30 Results of Operations The following table sets forth, for the periods indicated, the amounts for certain items reflected in our consolidated statements of income along with each of those items as a percentage of revenues. Operating data (in millions): Revenues Admissions Concession Other Total revenues Cost of operations Film rentals and advertising Concession supplies Salaries and wages Facility lease expense Utilities and other General and administrative expenses Depreciation and amortization Impairment of long-lived assets Loss on disposal of assets and other Total cost of operations Operating income Operating data as a percentage of total revenues: Revenues Admissions Concession Other Total revenues Cost of operations (1) Film rentals and advertising Concession supplies Salaries and wages Facility lease expense Utilities and other General and administrative expenses Depreciation and amortization Impairment of long-lived assets Loss on disposal of assets and other Total cost of operations Operating income Average screen count (month end average) Revenues per average screen (dollars) $ $ $ 2017 Year Ended December 31, 2018 2019 1,795.0 1,038.8 157.8 2,991.6 $ $ 1,834.2 1,108.8 278.8 3,221.8 $ $ 966.5 166.3 354.5 328.2 355.0 153.3 237.5 15.1 22.8 2,599.2 392.4 $ 60.0 % 34.7 % 5.3 % 100.0 % 53.8 % 16.0 % 11.9 % 11.0 % 11.9 % 5.1 % 7.9 % 0.5 % 0.8 % 86.9 % 13.1 % 5,925 999.8 181.0 383.9 323.3 448.0 165.2 261.2 32.4 38.7 2,833.5 388.3 $ 56.9 % 34.4 % 8.7 % 100.0 % 54.5 % 16.3 % 11.9 % 10.0 % 13.9 % 5.1 % 8.1 % 1.0 % 1.2 % 87.9 % 12.1 % 5,997 1,805.3 1,161.1 316.7 3,283.1 1,003.8 206.5 410.1 346.1 474.7 173.4 261.2 57.0 12.0 2,944.8 338.3 55.0 % 35.4 % 9.6 % 100.0 % 55.6 % 17.8 % 12.5 % 10.5 % 14.5 % 5.3 % 8.0 % 1.7 % 0.4 % 89.7 % 10.3 % 6,072 $ 504,902 $ 537,224 $ 540,695 (1) All costs are expressed as a percentage of total revenues, except film rentals and advertising, which are expressed as a percentage of admissions revenues and concession supplies, which are expressed as a percentage of concession revenues. 31 Comparison of Years Ended December 31, 2019 and December 31, 2018 Revenues. Total revenues increased $61.3 million to $3,283.1 million for 2019 from $3,221.8 million for 2018, representing a 1.9% increase. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenues. U.S. Operating Segment International Operating Segment Admissions revenues (1) Concession revenues (1) Other revenues (1)(2) Total revenues (1)(2) Attendance (1) Average ticket price (1) Concession revenues per patron (1) 2019 $ 1,431.8 936.2 $ $ 212.9 $ 2,580.9 176.2 8.13 5.31 $ $ 2018 $ 1,461.2 892.4 $ $ 185.4 $ 2,539.0 185.3 7.89 4.82 $ $ % Change 2019 2018 % Change Constant Currency (3) 2019 % Change 2019 (2.0 )% $ 4.9 % $ 14.8 % $ 1.7 % $ (4.9 )% 3.0 % $ 10.2 % $ 373.5 224.9 103.8 702.2 103.4 3.61 2.18 $ $ $ $ $ $ 373.0 216.4 93.4 682.8 96.8 3.85 2.24 0.1 % $ 3.9 % $ 11.1 % $ 2.8 % $ 6.8 % (6.2 )% $ (2.7 )% $ 434.9 258.6 123.7 817.2 4.21 2.50 16.6 % $ 1,805.3 19.5 % $ 1,161.1 32.4 % $ 316.7 19.7 % $ 3,283.1 279.6 6.46 4.15 9.4 % $ 11.6 % $ Consolidated 2018 $ 1,834.2 $ 1,108.8 $ 278.8 $ 3,221.8 282.1 6.50 3.93 $ $ % Change (1.6 )% 4.7 % 13.6 % 1.9 % (0.9 )% (0.6 )% 5.6 % (1) (2) (3) • • Revenue and attendance amounts in millions. Average ticket price is calculated as admissions revenues divided by attendance. Concession revenues per patron is calculated as concession revenues divided by attendance. U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 20 of our consolidated financial statements. Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rates for the corresponding months for 2018. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance without the impact of foreign currency fluctuations. U.S. Admissions revenues decreased $29.4 million primarily due to a 4.9% decrease in attendance, partially offset by a 3.0% increase in average ticket price. The decrease in attendance was due to the relative consumer appeal of films during 2019 compared to 2018, partially offset by new theatres. The increase in average ticket price was primarily due to price increases, partially offset by the impact of the deferral of admissions revenues for loyalty points issued. Concession revenues increased $43.8 million primarily due to a 10.2% increase in concession revenues per patron, partially offset by the 4.9% decline in attendance. Concession revenues per patron grew primarily due to incremental sales of traditional concession products, continued expansion of concession offerings and price increases. Other revenues increased $27.5 million primarily due to increases in transactional fees and promotional activity. International. Admissions revenues increased $0.5 million as reported (increased $61.9 million in constant currency) primarily due to a 6.8% increase in attendance, partially offset by a 6.2% decrease in average ticket price (average ticket price increased 9.4% in constant currency). Attendance increased due to the relative consumer appeal of films during 2019 compared to 2018 and new theatres. Concession revenues increased $8.5 million as reported ($42.2 million in constant currency) primarily due to the 6.8% increase in attendance, partially offset by a 2.7% decrease in concession revenues per patron (concession revenues per patron increased 11.6% in constant currency). Average ticket price and concession revenues per patron decreased, as reported, primarily due to the impact of changes in foreign currency exchange rates in certain countries in which we operate. Other revenues grew $10.4 million as reported ($30.3 million in constant currency) primarily due to increases in screen advertising, transactional fees and promotional activity, partially offset by the impact of changes in foreign currency exchange rates in certain countries in which we operate. 32 Cost of Operations. The table below summarizes certain of our theatre operating costs by reportable operating segment (in millions) for the years ended December 31, 2018 and 2019. U.S. Operating Segment International Operating Segment Consolidated 2019 2018 2019 2018 Constant Currency 2019 (1) 2019 2018 Film rentals and advertising Concession supplies Salaries and wages Facility lease expense Utilities and other $ 819.6 $ 156.9 331.2 259.8 348.2 822.6 $ 134.6 303.7 245.1 327.0 184.2 $ 49.6 78.9 86.3 126.5 177.2 $ 46.4 80.2 78.2 121.0 214.5 $ 57.1 93.2 97.4 147.6 1,003.8 $ 206.5 410.1 346.1 474.7 999.8 181.0 383.9 323.3 448.0 (1) • • Constant currency expense amounts, which are non-GAAP measurements, were calculated using the average exchange rates for the corresponding months for 2018. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance without the impact of foreign currency fluctuations. U.S. Film rentals and advertising costs were $819.6 million, or 57.2% of admissions revenues, for 2019 compared to $822.6 million, or 56.3% of admissions revenues, for 2018. The increase in the film rentals and advertising rate was primarily due to a higher concentration of blockbuster films during 2019 compared to 2018 and increased promotional expenses. Concession supplies expense was $156.9 million, or 16.8% of concession revenues, for 2019 compared to $134.6 million, or 15.1% of concession revenues, for 2018. The increase in the concessions supplies rate was primarily driven by expanded food and beverage offerings that helped drive concession per patron growth but created an adverse mix effect. Salaries and wages increased to $331.2 million for 2019 from $303.7 million for 2018 primarily due to increases in minimum and other wage rates across many states in which we operate, as well as staffing for new theatres and varied in-theatre consumer initiatives. Facility lease expense increased to $259.8 million for 2019 from $245.1 million for 2018 primarily due to new theatres and an increase of $11.2 million from the impact of the adoption of ASC Topic 842 (see Note 3 to the consolidated financial statements for further discussion). Utilities and other costs increased to $348.2 million for 2019 from $327.0 million for 2018 due to increased third party ticket sales commissions, property taxes, janitorial service costs, credit card fees and gift card commission expenses. International. Film rentals and advertising costs were $184.2 million ($214.5 million in constant currency), or 49.3% of admissions revenues, for 2019 compared to $177.2 million, or 47.5% of admissions revenues, for 2018. The increase in the film rentals and advertising rate was primarily due to a higher concentration of blockbuster films during 2019 compared to 2018, a decrease in virtual print fees received from distributors as the costs of digital projectors become fully reimbursed in certain countries and increased promotion expenses. Concession supplies expense was $49.6 million ($57.1 million in constant currency), or 22.1% of concession revenues, for 2019 compared to $46.4 million, or 21.4% of concession revenues, for 2018. The increase in the concession supplies rate was primarily due to promotional activities and the mix of premium concession products sold. Salaries and wages decreased to $78.9 million (increased to $93.2 million in constant currency) for 2019 from $80.2 million for 2018. The as reported decrease was primarily due to the impact of changes in foreign currency exchange rates in certain countries in which we operate, partially offset by increased local currency wages that were primarily driven by inflation and the impact of new theatres. Facility lease expense increased to $86.3 million (increased to $97.4 million in constant currency) for 2019 from $78.2 million for 2018. The as reported increase was due to a $10.3 million impact associated with the adoption of ASC Topic 842 (see Note 3 to the consolidated financial statements for further discussion), higher percentage rent due to an increase in revenues in local currency and incremental base rent from new theatres, partially offset by the impact of changes in foreign currency exchange rates in certain countries in which we operate. Utilities and other costs increased to $126.5 million ($147.6 million in constant currency) for 2019 from $121.0 million for 2018. The as reported increase was primarily due to increased commissions related to expanded screen advertising 33 revenues and third party ticket sales commissions and credit card fees, partially offset by the impact of changes in foreign currency exchange rates in certain countries in which we operate. General and Administrative Expenses. General and administrative expenses increased to $173.4 million for 2019 from $165.2 million for 2018. The increase was primarily due to increases in salaries and wages, incentive compensation and increased cloud-based software costs, which were partially offset by decreased legal fees and the impact of changes in foreign currency exchange rates in certain countries in which we operate. Depreciation and Amortization. Depreciation and amortization expense was $261.2 million for 2019 and 2018. The increase related to theatre remodels and new theatres was offset by a $13.4 million impact from the adoption of ASC Topic 842 (see Note 3 to the consolidated financial statements for further discussion). Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $57.0 million for 2019 compared to $32.4 million for 2018. Impairment charges for 2019 consisted of theatre properties in seven countries and impairment charges for 2018 consisted of theatre properties in five countries. The long-lived asset impairment charges recorded during each of the periods presented were for certain new concept theatres being developed and tested by us and other theatres that were 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 and 10 to our consolidated financial statements. Loss on Disposal of Assets and Other. We recorded a loss on disposal of assets and other of $12.0 million during 2019 compared to $38.7 million during 2018. Activity for 2019 was primarily due to the retirement of assets related to theatre remodels. Activity for 2018 was primarily due to the retirement of assets related to theatre remodels and the accrual of reserves for pending litigation (see Note 19 to the consolidated financial statements). Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $100.0 million for 2019 compared to $110.0 million for 2018. The decrease was primarily due to a $9.5 million impact from the adoption of ASC Topic 842 (see Note 3 to the consolidated financial statements for further discussion). See also Note 12 to our consolidated financial statements for discussion of our long-term debt and our interest rate swap agreements. Loss on Debt Amendments and Refinancing. We recorded a loss of $1.5 million during 2018 related to amendments to our senior secured credit facility that included a reduction in the interest rates applicable to the term loan and revolving credit line, revisions to certain definitions within the agreement, and an extension of the maturity of the revolving credit line. See Note 12 to our consolidated financial statements for discussion of our long-term debt. Foreign Currency Exchange Loss. We recorded a foreign currency exchange loss of $3.4 million during 2019 and a foreign currency exchange loss of $11.7 million during 2018 primarily related to intercompany transactions and changes in exchange rates from original transaction dates until cash settlement. See Notes 1 and 14 to our consolidated financial statements for discussion of foreign currency translation. Distributions from NCM. We recorded distributions received from NCM of $12.9 million during 2019 and $15.4 million during 2018, which were in excess of the carrying value of our Tranche 1 Investment. See Note 7 to our consolidated financial statements. Interest expense – NCM. We recorded non-cash interest expense of $28.6 million during 2019 compared to $19.7 million during 2018 related to the significant financing component associated with revenues collected in advance under certain of our agreements with NCM. See Note 4 to our consolidated financial statements for further discussion of ASC Topic 606 and Note 7 for a summary of all activity with NCM. Equity in Income of Affiliates. We recorded equity in income of affiliates of $41.9 million during 2019 and $39.2 million during 2018. See Notes 7 and 8 to our consolidated financial statements for information about our equity investments. 34 Income Taxes. Income tax expense of $79.9 million was recorded for 2019 compared to $95.4 million recorded for 2018. The effective tax rate for 2019 was 29.2%. The effective tax rate for 2018 was 30.7%, which included a net charge, as a result of the Tax Act and its related guidance, of $19.2 million, all non-cash. See Note 18 to our consolidated financial statements for further information on our income tax expense. Liquidity and Capital Resources Operating Activities We primarily collect our revenues in cash, mainly through box office receipts and the sale of concessions. Our revenues are generally received in cash prior to the payment of related expenses, therefore we have an operating “float” and historically have not required traditional working capital financing. Cash provided by operating activities amounted to $556.9 million and $562.0 million for the years ended December 31, 2018 and 2019, respectively. Investing Activities Our investing activities have been principally related to the development, remodel and acquisition of theatres. New theatre openings, remodels and acquisitions historically have been financed with internally generated cash and by debt financing, including borrowings under our senior secured credit facility. Cash used for investing activities amounted to $451.4 million and $310.6 million for the years ended December 31, 2018 and 2019, respectively. The decrease in cash used for investing activities for 2019 was primarily due to the acquisition of NCM common units (see Note 7) for $78.4 million that occurred during 2018 and a decrease in capital expenditures. Capital expenditures for the years ended December 31, 2018 and 2019 were as follows (in millions): Period Year Ended December 31, 2018 Year Ended December 31, 2019 New Theatres Existing Theatres $ $ 80.7 $ 87.6 $ 265.4 $ 216.0 $ Total 346.1 303.6 We operated 554 theatres with 6,132 screens worldwide as of December 31, 2019. Theatres and screens acquired, built and closed during the year ended December 31, 2019 were as follows: January 1, 2019 Built Acquired Closed December 31, 2019 U.S. Theatres Screens International Theatres Screens Worldwide Theatres Screens 341 4,586 205 1,462 546 6,048 5 58 6 39 11 97 2 30 — — 2 30 (3) (29) (2) (14) (5) (43) 345 4,645 209 1,487 554 6,132 As of December 31, 2019, we had the following signed commitments (costs in millions): 35 Expected to open during 2020 U.S. International Total Expected to open subsequent to 2020 U.S. International Total Total commitments at December 31, 2019 Theatres Screens Estimated Cost 7 6 13 6 4 10 23 84 66 150 70 23 93 243 $ 59 31 90 49 11 60 $ 150 Actual expenditures for continued theatre development, remodels 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, and proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate. Financing Activities Cash used for financing activities was $192.6 million and $186.5 million during the years ended December 31, 2018 and 2019, respectively. Cash used for financing activities primarily consists of dividends paid to our stockholders (see Note 6 to the consolidated financial statements), payments on finance leases (see Note 3 to the consolidated financial statements) and repayments on our long-term debt. We, at the discretion of the board of directors and subject to applicable law, anticipate paying regular quarterly dividends on our common stock. The amount, if any, of the dividends to be paid in the future will depend upon our then available cash, anticipated cash needs, overall financial condition, loan agreement 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 the availability and prices of such securities. Long-term debt consisted of the following as of December 31, 2018 and 2019 (in millions): Cinemark USA, Inc. term loan Cinemark USA, Inc. 5.125% senior notes due 2022 Cinemark USA, Inc. 4.875% senior notes due 2023 Other Total long-term debt Less current portion Subtotal long-term debt, less current portion Less: Debt discounts and debt issuance costs, net of accumulated amortization Long-term debt, less current portion, net of debt issuance costs As of December 31, 2018 2019 $ $ $ $ 652.9 400.0 755.0 1.4 1,809.3 8.0 1,801.3 28.7 1,772.6 $ $ $ $ 646.3 400.0 755.0 — 1,801.3 6.6 1,794.7 23.4 1,771.3 As of December 31, 2019, after giving effect to a letter of credit outstanding, we had $98.9 million in available borrowing capacity on our revolving credit line. 36 As of December 31, 2019, our long-term debt obligations, scheduled interest payments on long-term debt, future minimum lease obligations under non-cancelable operating and finance leases, scheduled interest payments under finance leases and other obligations for each period indicated are summarized as follows: Contractual Obligations Long-term debt (1) Scheduled interest payments on long-term debt (2) Operating lease obligations (3) Finance lease obligations (3) Purchase and other commitments (4) Current liability for uncertain tax positions (5) Total obligations Payments Due by Period (in millions) Total Less Than One Year 1 - 3 Years 3 - 5 Years $ $ $ $ $ $ $ 1,801.3 328.6 1,731.8 197.3 191.9 13.4 4,264.3 $ $ 6.6 84.4 280.3 22.4 113.9 13.4 521.0 $ $ 413.2 167.1 499.2 44.6 76.0 — 1,200.1 $ $ 768.2 70.7 371.4 41.4 1.0 — 1,252.7 $ $ After 5 Years 613.3 6.4 580.9 88.9 1.0 — 1,290.5 (1) (2) (3) (4) (5) Amounts are presented before adjusting for debt issuance costs. Amounts include scheduled interest payments on fixed rate and variable rate debt agreements. Estimates for the variable rate interest payments were based on interest rates in effect on December 31, 2019. The average interest rates on our fixed rate and variable rate debt were 4.8% and 3.6%, respectively, as of December 31, 2019. Amounts include both scheduled principal and interest payments on leases commenced prior to December 31, 2019. See Note 3 for discussion of lease obligations. Includes estimated capital expenditures associated with the construction of new theatres to which we were committed as of December 31, 2019, obligations under employment agreements and contractual purchase commitments. The contractual obligations table excludes the long-term portion of our liability for uncertain tax positions of $0.8 million because we cannot make a reliable estimate of the timing of the related cash payments. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Senior Secured Credit Facility Cinemark USA, Inc. has a senior secured credit facility that includes a $700.0 million term loan and a $100.0 million revolving credit line (the “Credit Agreement”). Cinemark USA, Inc. amended its Credit Agreement during 2017 and 2018 as follows: Effective Date June 16, 2017 November 28, 2017 March 29, 2018 Nature of Amendment Reduced term loan interest rate by 0.25%; modified certain definitions and other provisions in the Credit Agreement Extended maturity of revolving credit line to December 2022; reduced the interest rate applicable to borrowings under the credit line Extended maturity of term loan to March 2025; reduced term loan interest rate by 0.25%; reduced real property mortgage requirements $ $ $ Debt Issue Costs Paid (1) Loss on Debt Amendment (2) 0.5 $ 0.3 $ 5.0 $ 0.2 0.3 1.5 (1) (2) Reflected as a reduction of long term debt on the consolidated balance sheet. Reflected as a loss on debt amendments and refinancing on the consolidated statement of income for the year in which the amendments were effective. Under the amended Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through December 31, 2024, with a final principal payment of $613.4 million due on March 29, 2025. 37 Subsequent to the March 29, 2018 amendment noted above, interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of 0.75% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of 1.75% per annum. Interest on the revolving credit line accrues, at our option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin that ranges from 0.50% to 1.25% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from 1.50% to 2.25% per annum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement. At December 31, 2019, there was $646.3 million outstanding under the term loan and no borrowings outstanding under the revolving credit line. Cinemark USA, Inc. had no borrowings under the revolving credit line during the years ended December 31, 2018 and 2019. Cinemark USA, Inc. had $98.9 million in available borrowing capacity on the revolving credit line, after giving effect to a letter of credit outstanding as of December 31, 2019. The average interest rate on outstanding term loan borrowings under the Credit Agreement at December 31, 2019 was approximately 4.2% per annum. Cinemark USA, Inc.’s obligations under the Credit Agreement 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 of certain of Cinemark USA, Inc.’s domestic subsidiaries and 65% of the voting stock of certain of its foreign subsidiaries. The Credit Agreement 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 our ability, to consolidate or merge or liquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; pay dividends or repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving credit line, it is required to satisfy a consolidated net senior secured leverage ratio covenant as defined in the Credit Agreement, not to exceed 5.0 to 1. As of December 31, 2019, Cinemark USA, Inc.’s actual ratio was 2.98 to 1. The dividend restriction contained in the Credit Agreement prevents the Company and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined amounts. As of December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,196.8 million to its parent company and sole stockholder, Cinemark Holdings, Inc. We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding under the Credit Agreement. See Note 12 of our consolidated financial statements for discussion of interest rate swaps. See also discussion of interest rate risk at Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 4.875% Senior Notes On May 24, 2013, Cinemark USA, Inc. issued $530.0 million aggregate principal amount of 4.875% senior notes due 2023, at par value, (the “4.875% Senior Notes”). Interest on the 4.875% Senior Notes is payable on June 1 and December 1 of each year. The 4.875% Senior Notes mature on June 1, 2023. 38 On March 21, 2016, Cinemark USA, Inc. issued an additional $225.0 million aggregate principal amount of the 4.875% Senior Notes, at 99.0% of the principal amount plus accrued and unpaid interest from December 1, 2015. These additional notes have identical terms, other than the issue date, the issue price and the first interest payment date, and constitute part of the same series as Cinemark USA, Inc.’s existing 4.875% Senior Notes. The aggregate principal amount of $755.0 million of 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.’s subsidiaries 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 the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior 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. The 4.875% 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 the extent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s Credit Agreement. The 4.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee 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 its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,353.8 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 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 the indenture 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 equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 4.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2019 was approximately 6.6 to 1. Cinemark USA, Inc. may redeem the 4.875% Senior Notes in whole or in part at redemption prices specified in the indenture. 5.125% Senior Notes On December 18, 2012, Cinemark USA, Inc. issued $400.0 million aggregate principal amount of 5.125% senior notes due 2022, at par value (the “5.125% Senior Notes”). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of each year. 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.’s subsidiaries 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 the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior 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 extent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s Credit Agreement. The 5.125% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee the 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 its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of 39 December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,347.9 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 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 the indenture 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 equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.125% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2019 was approximately 6.6 to 1. Cinemark USA, Inc. may redeem the 5.125% Senior Notes in whole or in part at redemption prices specified in the indenture. As of December 31, 2019, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt. Ratings We are rated by nationally recognized rating agencies. The rating scales and methodologies used to derive individual ratings may vary from agency to agency. Credit ratings are issued by credit rating agencies based on evaluations of our ability to pay back our outstanding debt and the likelihood that we would 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 both qualitative and quantitative information for our company. The credit ratings that are issued are based on the credit rating agency’s judgment and experience in determining what information should be considered in giving a rating to a particular company. Ratings are always subject to change and there can be no assurance that our current ratings will continue for any given period of time. A downgrade of our debt ratings, depending on the extent, could increase the cost to borrow funds. New Accounting Pronouncements See Note 2 to our consolidated financial statements for a discussion of recently issued accounting pronouncements and their impact on our financial statements. Seasonality Our revenues have historically been seasonal, coinciding with the timing of releases of motion pictures by the major distributors. The most successful motion pictures have historically been released during summer months in the U.S., extending from May to July, and during the holiday season, extending from November through year-end. The timing of releases, however, has become less pronounced as distributors have begun releasing content more evenly throughout the year. In our Latin American markets, while Hollywood content has similar release dates as in the U.S., the local holidays and seasons can vary. The unexpected emergence of a hit film during other periods can alter this seasonality trend. The timing, quantity and quality of such film releases 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 or for the same period in the following year. 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk We have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates. Interest Rate Risk We are currently party to variable rate debt facilities. An increase or decrease in interest rates would affect our interest expense relating to our variable rate debt facilities. At December 31, 2019, there was an aggregate of approximately $196.3 million of variable rate debt outstanding under these facilities, after giving effect to the interest rate swap agreements discussed below. Based on the interest rates in effect on the variable rate debt outstanding at December 31, 2019, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately $2.0 million. The table below provides information about our fixed rate and variable rate long-term debt agreements as of December 31, 2019: Fixed rate Variable rate Total debt (1) Expected Maturity for the Twelve-Month Periods Ending December 31, (in millions) 2020 2021 2022 2023 2024 Thereafter $ $ — $ 6.6 6.6 $ — $ 6.6 6.6 $ 400.0 $ 6.6 406.6 $ 755.0 $ 6.6 761.6 $ — $ 6.6 6.6 $ 450.0 $ 163.3 613.3 $ (1) Amounts are presented before adjusting for debt issuance costs. Interest Rate Swap Agreements Fair Value Total 1,605.0 $ 196.3 1,801.3 $ 1,628.2 198.3 1,826.5 Average Interest Rate 4.8 % 3.6 % All of our interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on our consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 12 to the consolidated financial statements for further discussion of the interest rate swap agreements. Below is a summary of our interest rate swap agreements as of December 31, 2019: Notional Amount $175.0 million $137.5 million $137.5 million $450.0 million Foreign Currency Exchange Rate Risk Effective Date December 31, 2018 December 31, 2018 December 31, 2018 Pay Rate 2.751% 2.765% 2.746% Receive Rate 1-Month LIBOR 1-Month LIBOR 1-Month LIBOR Expiration Date December 31, 2022 December 31, 2022 December 31, 2022 We are also exposed to market risk arising from changes in foreign currency exchange rates as a result of our international operations. Generally, we export from the U.S. certain of the equipment and interior finish items and other operating supplies used by our international subsidiaries. A majority of the revenues and operating expenses of our international subsidiaries are transacted in the country’s local currency. U.S. GAAP requires that our subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. If our subsidiaries operate in a highly inflationary economy, U.S. GAAP requires that the U.S. dollar be used as the functional currency for the subsidiary, which could impact future results of operations as reported. Currency fluctuations in the countries in which we operate result in us reporting exchange gains (losses) or foreign currency translation adjustments. Based upon our equity ownership in our international subsidiaries as of December 31, 2019, holding everything else constant, a 10% immediate, simultaneous, unfavorable change in all of the foreign currency exchange rates to which we are exposed, would decrease the aggregate net book value of our investments in our international subsidiaries by approximately $46.0 million and would decrease the aggregate net income of our international subsidiaries for the year ended December 31, 2019 by $5.9 million, respectively. 41 We deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. The financial statements of the Company’s Argentina subsidiaries has been remeasured in U.S. dollars in accordance with ASC Topic 830, Foreign Currency Matters, effective beginning July 1, 2018. Item 8. Financial Statements and Supplementary Data The financial statements and supplementary data are listed on the Index on page F-1 of this Form 10-K. Such financial statements and supplementary data are included herein beginning on page F-3. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of the Effectiveness of Disclosure Controls and Procedures As of December 31, 2019, under the supervision and with the participation of our principal executive officer and principal financial officer, we carried out an evaluation required by the Exchange Act of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2019, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we 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 and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control framework and processes are designed to provide reasonable assurance to management and the board of directors regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements in accordance with the accounting principles generally accepted in the U.S. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 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, 2019, our internal control over financial reporting 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 referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented. 42 The Company’s independent registered public accounting firm, Deloitte & Touche LLP, which has direct access to the Company’s board of directors through its Audit Committee, have audited the consolidated financial statements prepared by the Company. Their report on the consolidated financial statements is included in Part II, Item 8, Financial Statements and Supplementary Data. Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting. Limitations on Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors or 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 not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Item 9B. Other Information None. 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Cinemark Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Cinemark Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2019, of the Company and our report dated February 21, 2020, expressed an unqualified opinion on those financial statements and financial statement schedule. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Dallas, Texas February 21, 2020 44 Item 10. Directors, Executive Officers and Corporate Governance PART III Incorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the headings “Election of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance” and “Executive Officers”) to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Item 11. Executive Compensation Incorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Executive Compensation”) to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Incorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the headings “Security Ownership of Certain Beneficial Owners and Management”) to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Item 13. Certain Relationships and Related Transactions, and Director Independence Incorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Certain Relationships and Related Party Transactions” and “Corporate Governance”) to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Item 14. Principal Accounting Fees and Services Incorporated by reference to the Company’s proxy statement for its annual stockholders meeting (under the heading “Board Committees – Audit Committee – Fees Paid to Independent Registered Public Accounting Firm”) to be held on May 21, 2020 and to be filed with the SEC within 120 days after December 31, 2019. Item 15. Exhibits, Financial Statement Schedules (a) Documents Filed as Part of this Report PART IV 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. The exhibits listed in the accompanying Index beginning on page 46 are filed as a part of this report. 1. 2. (b) Exhibits See the accompanying Index beginning on page 46. (c) Financial Statement Schedules Schedule 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 the consolidated financial statements or notes contained in this report. 45 Number 3.1 3.2(a) 3.2(b) 3.2(c) *4.1 4.2 4.3(a) 4.3(b) 4.4(a) 4.4(b) 4.5 10.1(a) 10.1(b) 10.1(c) 10.1(d) 10.2 10.3(a) 10.3(b) 10.3 (c) EXHIBIT INDEX Exhibit Title Second Amended and Restated Certificate of Incorporation of Cinemark Holdings, Inc. filed with the Delaware Secretary of State on April 9, 2007 (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to our Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007). Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 9, 2007 (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to our Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007). First Amendment to the Amended and Restated Bylaws of Cinemark Holdings, Inc. dated April 16, 2007 (incorporated by reference to Exhibit 3.2(b) to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-140390, filed April 19, 2007). Second Amendment to the Amended and Restated Bylaws of Cinemark Holdings, Inc. dated August 20, 2015 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8K, File No. 001-33401, filed August 21, 2015). Description of common stock. Specimen stock certificate of Cinemark Holdings, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to our Registration Statement on Form S-1, File No. 333- 140390, filed April 9, 2007). Indenture, dated as of December 18, 2012, between Cinemark USA, Inc. and Wells Fargo Bank, N.A. governing the 5.125% senior notes 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 December 20,2012). Form of 5.125% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.4(a) above) (incorporated by reference to Exhibit 4.1 to the Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on December 20, 2012). Indenture, dated as of May 24, 2013, between Cinemark USA, Inc. and Well Fargo Bank, N.A. governing the 4.875% Senior Notes issued thereunder (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401 filed May 28, 2013). Form of 4.875% Senior Notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.5(a) above (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401, filed May 28, 2013). First Supplemental Indenture, dated as of March 21, 2016, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on March 21, 2016). Management Agreement, dated December 10, 1993, between Laredo Theatre, Ltd. and Cinemark USA, Inc. (incorporated by reference to Exhibit 10.14(b) to Cinemark USA, Inc.’s Annual Report on Form 10-K, File No. 033-47040, filed March 31, 1994). (P) First Amendment to Management Agreement of Laredo Theatre, Ltd., effective as of December 10, 2003, between CNMK Texas Properties, Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to Cinemark, Inc.’s Registration Statement on Form S-4, File No. 333-116292, filed June 8, 2004). Second Amendment to Management Agreement of Laredo Theatres, Ltd., effective as of December 10, 2008, between CNMK Texas Properties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(c) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). Third Amendment to Management Agreement of Laredo Theatres, Ltd., effective as of December 10, 2013, between CNMK Texas Properties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016). License Agreement, dated December 10, 1993, between Laredo Joint Venture and Cinemark USA, Inc. (incorporated by reference to Exhibit 10.14(c) to Cinemark USA, Inc.’s Annual Report on Form 10-K, File No. 033-47040, filed March 31, 1994). (P) Amended and Restated Credit Agreement, dated as of December 18, 2012, among Cinemark USA, Inc., Cinemark Holdings, Inc., the several banks and other financial institutions and entities from time to time parties thereto, Barclays Bank PLC, Deutsche Bank Securities Inc., 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 Report on Form 8-K, File No. 001-33401, filed on December 20, 2012). Second Amendment to the Amended and Restated Credit Agreement, dated as of May 8, 2015, among Cinemark USA, Inc., Cinemark Holdings, Inc., the several banks and other financial institutions and entities from time to time parties thereto, Barclays Bank PLC as administrative 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 by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on May 14, 2015). Third Amendment to the Amended and Restated Credit Agreement, dated as of June 13, 2016, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on June 17, 2016). 46 Number 10.3 (d) 10.3 (e) 10.3 (f) 10.3 (g) 10.3(h) 10.3(i) +10.4(a) +10.4(b) +10.4(c) +10.4(d) +10.4(e) +10.4(f) +10.4(g) +10.5(a) +10.5(b) +10.5(c) +10.5(d) +10.5(e) +10.5(f) Exhibit Title Fourth Amendment to the Amended and Restated Credit Agreement, dated as of December 15, 2016, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on December 20, 2016). Fifth Amendment to the Amended and Restated Credit Agreement, dated as of June 16, 2017, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on June 20, 2017). Sixth Amendment to the Amended and Restated Credit Agreement, dated as of November 28, 2017, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on December 4, 2017). Seventh Amendment to the Amended and Restated Credit Agreement, dated as of March 29, 2018, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on April 4, 2018). 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. 033-47040, filed by Cinemark USA, Inc. on October 12, 2006). Reaffirmation agreement, dated as of December 18, 2012, between Cinemark Holdings, Inc., Cinemark USA, Inc. and each subsidiary guarantor 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). Employment Agreement, dated as of December 15, 2008, between Cinemark Holdings, Inc. and Lee Roy Mitchell (incorporated by reference to Exhibit 10.5 (q) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). 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, filed February 27, 2015). Employment Agreement dated as of June 23, 2014, by and between Cinemark Holdings, Inc. and Sean Gamble (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed June 23, 2014). Employment agreement, dated as of June 16, 2008, between Cinemark Holdings, Inc. and Michael Cavalier (incorporated by reference to Exhibit 10.4 to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2008). Employment Agreement, dated as of February 15, 2010, between Cinemark Holdings, Inc. and Valmir Fernandes (incorporated by reference to Exhibit 10.5(u) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 10, 2010). Amended and Restated Employment Agreement, dated as of February 19, 2016, between Cinemark Holdings, Inc. and Mark Zoradi (incorporated by reference to Exhibit 10.6(l) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016). First Amendment to the Amended and Restated Employment Agreement, dated as of February 20, 2018, between Cinemark Holdings, Inc. and Mark Zoradi (incorporated by reference to Exhibit 10.l to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed February 23, 2018). Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Quarterly Report on form 10-Q, File No. 001-33401, filed May 9, 2008). First Amendment to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, File No. 001-33401, filed February 18, 2014). Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7(b) to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed February 1, 2007). Form of Restricted Share Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-146349, filed August 29, 2008). Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (incorporated by reference to Exhibit 10.7(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 29, 2012). Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, as amended (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 27, 2015). 47 Number +10.5(g) +10.6(a) +10.6(b) +10.6(c) +10.6(d) +10.6(e) +10.6(f) +10.6(g) 10.7(a) 10.7(b) 10.8 10.9(a) 10.9(b) 10.9(c) 10.9(d) 10.9(e) 10.10(a) 10.10(b) Exhibit Title Form of Restricted Share Unit Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.7(h) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016). Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7(a) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001- 33401, filed February 23, 2018). Form of Stock Option Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). Form of Performance Stock Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). Form of Restricted Stock Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). Form of Restricted Stock Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7(d) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Form of Performance Stock Unit Award Certificate pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.6 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). Form of Restricted Stock Unit Award Certificate pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). Amended and Restated Exhibitor Services Agreement between National CineMedia, LLC and Cinemark USA, Inc., dated as of December 26, 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). First Amendment to Amended and Restated Exhibitor Services Agreement between National CineMedia, LLC and Cinemark USA, Inc. dated as of September 17, 2019 (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 5, 2019). Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 12, 2007, by and between Cinemark Media, Inc., American Multi-Cinema, Inc., Regal CineMedia, LLC and National CineMedia, Inc. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by reference to Exhibit 10.10(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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). Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 48 Number 10.10(c) 10.10(d) 10.10(e) 10.10(f) 10.11(a) 10.11(b) 10.11(c) 10.11(d) 10.11(e) 10.11(f) 10.12(a) 10.12(b) 10.12(c) 10.12(d) 10.12(e) Exhibit Title Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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, Elk Grove, 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). Fifth Amendment, dated as of January 29, 2018, 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, Elk Grove, CA. (incorporated by reference to Exhibit 10.5 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). 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). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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, filed November 7, 2013). Fifth Amendment, dated as of January 29, 2018 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 10.4 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 49 Number 10.12(f) 10.12(g) 10.13(a) 10.13(b) 10.13(c) 10.13(d) 10.13(e) 10.13(f) 10.13(g) 10.13(h) 10.14(a) 10.14(b) 10.14(c) 10.14(d) 10.14(e) 10.14(f) Exhibit Title Fifth Amendment to Indenture of Lease, dated as of October 5, 2012 by and between Syufy Enterprises, L.P. as landlord and Century Theatres, Inc., as tenant, for Cinedome 12, Henderson, NV. (incorporated by reference to Exhibit 10.13(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). Sixth Amendment to Indenture of Lease, dated as of January 29, 2018 by and between Syufy Enterprises, L.P. as landlord and Century Theatres, Inc., as tenant, for Cinedome 12, Henderson, NV. (incorporated by reference to Exhibit 10.3 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.17(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.17(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.17(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.17(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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 to Exhibit 10.17(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Fifth Amendment, dated as of May 1, 2014, to Indenture of Lease by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant for Century 8, North Hollywood, CA. (incorporated by reference to Exhibit 10.14(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). Sixth Amendment, dated as of July 28, 2015, to Indenture of Lease by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.14(g) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Seventh Amendment, dated as of January 29, 2018, to Indenture of Lease by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant for Century 8, North Hollywood, CA. (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.21(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.21(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.21(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated by reference to Exhibit 10.21(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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). Fifth Amendment, dated as of January 29, 2018, 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 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8—K, File No. 001-33401, filed January 29, 2018). 50 Number 10.15(a) 10.15(b) 10.15(c) 10.15(d) 10.16(a) 10.16(b) 10.16(c) 10.16(d) 10.16(e) 10.16(f) 10.17(a) 10.17(b) 10.17(c) 10.17(d) 10.17(e) 10.18(a) Exhibit Title Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.25(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.25(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S- 1, File No. 333-140390, filed April 18, 2007). Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA (incorporated by reference to Exhibit 10.25(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of April 10, 1998, by and between Dyer Triangle LLC, as landlord and Century Theatres, Inc., as tenant, for Century 25 Union Landing, Union City, CA. (incorporated by reference to Exhibit 10.10(j) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001- 33401, filed November 7, 2013). Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.27(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P. (succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, (incorporated by reference to Exhibit 10.27(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Second Amendment, dated as of September 29, 2005, to Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P. (succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, (incorporated by reference to Exhibit 10.27(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of August 5, 2006, to Lease Agreement, dated as of October 1, 1996, by and between Stadium Promenade LLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA. (incorporated by reference to Exhibit 10.10(h) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). Fourth Amendment, dated as of August 15, 2014, to Lease Agreement, dated as of October 1, 1996, by and between Stadium Promenade LLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.19(e) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Fifth Amendment, dated as of August 3, 2015, to Lease Agreement, dated as of October 1, 1996, by and between Stadium Promenade LLC, as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, CA (incorporated by reference to Exhibit 10.19(f) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.28(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333- 140390, filed April 20, 2007). First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.28(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.28(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM. (incorporated by reference to Exhibit 10.10(g) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). Fourth Amendment, dated as of January 29, 2018, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM. (incorporated by reference to Exhibit 10.7 to Cinemark Holdings, Inc.’s Current Report on Form 8—K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 51 Number 10.18(b) 10.18(c) 10.18(d) 10.18(e) 10.19(a) 10.19(b) 10.19(c) 10.19(d) 10.19(e) 10.19(f) 10.19(g) 10.20(a) 10.20(b) 10.20(c) 10.20(d) 10.20(e) 10.20(f) Exhibit Title First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). Fourth Amendment, dated as of January 29, 2018, 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 10.6 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.31(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of October 1, 1996, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.31(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.31(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.31(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Fourth Amendment dated as of September 29, 2005 to Indenture of Lease, dated September 30, 1995 between Syufy Enterprises L.P., as landlord and Century Theatres, Inc., as tenant for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.22(e) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). 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 to Exhibit 10.31(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Sixth Amendment dated November 29, 2012 to Indenture of Lease, dated as of September 30, 1995, between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference to Exhibit 10.22(g) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 27, 2015). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.32(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.32(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.32(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA. (incorporated by reference to Exhibit 10.10(m) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001- 33401, filed November 7, 2013). Fourth Amendment, dated as of August 4, 2017, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA (incorporated by reference to Exhibit 10.23(e) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Fifth Amendment, dated as of January 29, 2018, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Northridge 14, Salinas, CA. (incorporated by reference to Exhibit 10.10 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001- 33401, filed January 29, 2018). 52 Number 10.21(a) 10.21(b) 10.21(c) 10.21(d) 10.21(e) 10.21(f) 10.22(a) 10.22(b) 10.22(c) 10.22(d) 10.22(e) 10.22(f) 10.23(a) 10.23(b) 10.23(c) 10.23(d) Exhibit Title 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(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 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). Second Amendment, dated as of September 1, 2000, 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(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 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). 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). 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 Form 10-Q, File No. 001-33401, filed November 7, 2013). Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of April 30, 2003, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S- 1, File No. 333-140390, filed April 20, 2007). 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). 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) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). Fifth Amendment, dated as of January 29, 2018, 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 10.9 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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) of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 53 Number 10.23(e) 10.23(f) 10.24(a) 10.24(b) 10.24(c) 10.24(d) 10.24(e) 10.24(f) 10.24(g) 10.25(a) 10.25(b) 10.26 +10.27 10.28 10.29 10.30 10.31 *21 *23.1 *31.1 Exhibit Title Fourth Amendment, dated as of August 8, 2017, 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 10.26(e) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Fifth Amendment, dated as of January 29, 2018, 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 10.8 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018). Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). Second Amendment, dated as of October 1, 2001, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). Fourth Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.36(e) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007). 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.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). Sixth Amendment, dated as of January 29, 2018, 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 10.11 to Cinemark Holdings, Inc.’s Current Report on Form 8—K, File No. 001-33401, filed January 29, 2018). Lease Agreement, dated as of May 26, 2015, by and between Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for Howe ‘Bout Arden Center, Sacramento, CA (incorporated by reference to Exhibit 10.28(a) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Letter Agreement, dated as of February 8, 2016, to Lease Agreement, dated as of May 26, 2015, by and between Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for Howe ‘Bout Arden Center, Sacramento, CA (incorporated by reference to Exhibit 10.28(b) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001- 33401, filed February 23, 2018). Cinemark Holdings, Inc. Performance Bonus Plan, as amended (incorporated by reference to Appendix B to Cinemark Holdings, Inc.’s Definitive Proxy Statement, filed April 11, 2013). Third Amended and Restated Non-Employee Director Compensation Policy, dated as of February 15, 2017 (incorporated by reference to Exhibit 10.30 to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). Aircraft Time Sharing Agreement, dated as of September 2, 2009, between Copper Beach Capital, LLC and Cinemark USA, Inc. (incorporated by reference to Exhibit 10.1 of Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed September 8, 2009). Limited Liability Company Agreement of FE Concepts, LLC dated as of April 20, 2018 (incorporated by reference to Exhibit 10.1 of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2018). Management Services Agreement by and between FE Concepts, LLC and Cinema Operations, L.L.C. dated as of April 20, 2018 (incorporated by reference to Exhibit 10.2 of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2018). Theatre Services Agreement by and between FE Concepts, LLC and CNMK Texas Properties, LLC dated as of April 20, 2018 (incorporated by reference to Exhibit 10.3 of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 8, 2018). Subsidiaries of Cinemark Holdings, Inc. Consent of Deloitte & Touche LLP. Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 54 Number *31.2 *32.1 *32.2 *101 Exhibit Title Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. The following financial information from Cinemark Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 21, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements tagged as detailed text. *104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * + (P) Filed herewith. Any management contract, compensatory plan or arrangement. Paper filing. 55 Pursuant 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 the undersigned, SIGNATURES thereunto duly authorized. Dated: February 21, 2020 CINEMARK HOLDINGS, INC BY: BY: /s/ Mark Zoradi Mark Zoradi Chief Executive Officer /s/ Sean Gamble Sean Gamble Chief Financial Officer and Principal Accounting Officer POWER OF ATTORNEY Each 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 Report on Form 10-K and to file the same, with accompanying exhibits and other related documents, with the Securities and Exchange Commission, and ratify and confirm 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 the capacities and on the dates indicated. /s/ Lee Roy Mitchell Lee Roy Mitchell /s/ Mark Zoradi Mark Zoradi /s/ Sean Gamble Sean Gamble /s/ Benjamin D. Chereskin Benjamin D. Chereskin /s/ Enrique F. Senior Enrique F. Senior /s/ Raymond W. Syufy Raymond W. Syufy /s/ Carlos M. Sepulveda Carlos M. Sepulveda /s/ Steven Rosenberg Steven Rosenberg /s/ Nina Vaca Nina Vaca /s/ Darcy Antonellis Darcy Antonellis /s/ Nancy Loewe Nancy Loewe Name Title Chairman of the Board of Directors and Director Chief Executive Officer and Director (principal executive officer) Chief Financial Officer (principal financial and accounting officer) Director Director Director Director Director Director Director Director 56 Date February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 February 21, 2020 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report or proxy material has been sent to our stockholders. An annual report and proxy material may be sent to our stockholders subsequent to 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. 57 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets, December 31, 2018 and 2019 Consolidated Statements of Income for the Years Ended December 31, 2017, 2018 and 2019 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2018 and 2019 Consolidated Statements of Equity for the Years Ended December 31, 2017, 2018 and 2019 Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2018 and 2019 Notes to Consolidated Financial Statements F-1 Page F-2 F-4 F-5 F-6 F-7 F-8 F-9 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Cinemark Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cinemark Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 3 to the financial statements, effective January 1, 2019, the Company adopted Financial Accounting Standards Board Accounting Standards Update 2016- 02, Leases (Topic 842) using the modified retrospective approach. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Long-Lived Assets — Refer to Notes 1 and 10 to the consolidated financial statements Critical Audit Matter Description The impairment evaluation of long-lived assets is an assessment that begins with the Company’s monitoring of indicators of impairment on a theatre basis, which the Company believes is the lowest applicable level for which F-2 there are identifiable cash flows. Due to the high number of asset groups (i.e., theatres), the Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company also performs a full quantitative impairment evaluation on an annual basis. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (theatre) with its estimated fair value. The Company applies significant judgment in estimating the fair value of theatres, based on historical and projected operating performance, recent market transactions and current industry trading multiples. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value. We identified the impairment of long-lived assets as a critical audit matter because of the significant judgment required by management to determine estimated undiscounted cash flows. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s undiscounted cash flow analysis. Although the carrying value of an individual theatre asset group typically isn’t material, changes in these assumptions, including available renewal options and the likelihood of exercising those renewal options and expected future performance of newly opened or recently remodeled theatres across several asset groups could have a significant impact on the amount of any long-lived asset impairment charge. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s undiscounted cash flow analysis, including available renewal options and the likelihood of exercising those renewal options and expected future performance of newly opened or recently remodeled theatres include the following, among others: • • • • We tested the effectiveness of the Company’s controls over long-lived assets and long-lived asset impairment evaluation, including those over the undiscounted cash flows. We evaluated management’s ability to accurately forecast future theatre cash flows by: Comparing actual cash flows to management’s historical forecasts and historical results. Testing the reasonableness of available renewal options and the likelihood of exercising those renewal options through inspection of underlying lease agreements and theatre projections used by management in evaluating the renewal option. Testing the reasonableness of management’s estimate of expected future performance of newly opened or recently remodeled theatres, based on the historical performance of theatres recently opened or remodeled. We researched competitor data and industry trends that might impact film product or other disruptive industry trends (e.g., video on demand, changes to distribution of film product) and compared the applicability of these trends to management’s assumptions used to develop their forecasts. We tested the underlying source information and mathematical accuracy of the calculations. /s/ Deloitte & Touche LLP Dallas, Texas February 21, 2020 We have served as the Company's auditor since 1988. F-3 PART IV - FINANCIAL INFORMATION Item 15. Financial Statement Assets Current assets Cash and cash equivalents Inventories Accounts receivable Current income tax receivable Prepaid expenses and other Total current assets Theatre properties and equipment Land Buildings Property under capital and finance lease Theatre furniture and equipment Leasehold interests and improvements Total Less: accumulated depreciation and amortization Theatre properties and equipment, net Operating Lease right-of-use assets Other assets Goodwill Intangible assets - net Investment in NCM Investments in and advances to affiliates Long-term deferred tax asset Deferred charges and other assets - net Total other assets Total assets Liabilities and equity Current liabilities Current portion of long-term debt Current portion of operating lease obligations Current portion of capital and finance lease obligations Current income tax payable Current liability for uncertain tax positions Accounts payable Accrued film rentals Accrued payroll Accrued property taxes Accrued other current liabilities Total current liabilities Long-term liabilities Long-term debt, less current portion Operating lease obligations, less current portion Capital and finance lease obligations, less current portion Long-term deferred tax liability Long-term liability for uncertain tax positions Deferred lease expenses NCM screen advertising advances Other long-term liabilities Total long-term liabilities Commitments and contingencies (see Note 19) Equity Cinemark Holdings, Inc.'s stockholders' equity: CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2018 December 31, 2019 $ $ $ $ 426,222 19,319 95,084 3,288 15,117 559,030 103,739 522,355 387,480 1,239,122 1,151,454 3,404,150 1,571,017 1,833,133 — 1,276,324 330,910 275,592 156,766 9,028 41,055 2,089,675 4,481,838 7,984 — 27,065 12,179 573 104,638 95,754 46,500 31,154 148,842 474,689 1,772,627 — 232,467 140,280 13,380 39,235 350,242 50,348 2,598,579 121 1,155,424 (79,259 ) 638,912 (319,007 ) 1,396,191 12,379 1,408,570 4,481,838 $ $ $ $ 488,313 21,686 83,722 4,082 37,187 634,990 105,035 536,037 152,519 1,337,715 1,216,931 3,348,237 1,612,990 1,735,247 1,383,080 1,283,371 321,769 265,792 155,285 9,369 39,114 2,074,700 5,828,017 6,595 217,406 15,432 5,195 13,446 91,607 93,849 55,227 34,337 175,706 708,800 1,771,342 1,223,462 141,017 141,836 848 — 348,354 44,036 3,670,895 122 1,170,039 (81,567 ) 687,332 (340,112 ) 1,435,814 12,508 1,448,322 5,828,017 Common stock, $0.001 par value: 300,000,000 shares authorized, 121,456,721 shares issued and 116,830,530 shares outstanding at December 31, 2018 and 121,863,515 shares issued and 117,151,656 shares outstanding at December 31, 2019 Additional paid-in-capital Treasury stock, 4,626,191 and 4,711,859 shares, at cost, at December 31, 2018 and December 31, 2019, respectively Retained earnings Accumulated other comprehensive loss Total Cinemark Holdings, Inc.'s stockholders' equity Noncontrolling interests Total equity Total liabilities and equity The accompanying notes are an integral part of the consolidated financial statements. F-4 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019 (in thousands, except per share data) Revenues Admissions Concession Other Total revenues Cost of operations Film rentals and advertising Concession supplies Salaries and wages Facility lease expense Utilities and other General and administrative expenses Depreciation and amortization Impairment of long-lived assets Loss on disposal of assets and other Total cost of operations Operating income Other income (expense) Interest expense Loss on debt amendments and refinancing Interest income Foreign currency exchange gain (loss) Distributions from NCM Interest expense - NCM Equity in income of affiliates Total other expense Income before income taxes Income taxes Net income Less: Net income attributable to noncontrolling interests Net income attributable to Cinemark Holdings, Inc. Weighted average shares outstanding Basic Diluted Earnings per share attributable to Cinemark Holdings, Inc.'s common stockholders Basic Diluted 2017 2018 2019 $ 1,794,982 $ 1,038,788 157,777 2,991,547 1,834,173 $ 1,108,793 278,769 3,221,735 966,510 166,320 354,510 328,197 355,041 153,278 237,513 15,084 22,812 2,599,265 392,282 (105,918 ) (521 ) 6,249 893 16,407 — 35,985 (46,905 ) 345,377 79,358 266,019 $ 1,839 264,180 $ 999,755 180,974 383,860 323,316 448,070 165,173 261,162 32,372 38,702 2,833,384 388,351 (109,994 ) (1,484 ) 10,614 (11,660 ) 15,389 (19,724 ) 39,242 (77,617 ) 310,734 95,429 215,305 $ 1,478 213,827 $ 115,766 116,059 116,054 116,342 2.26 $ 2.26 $ 1.83 $ 1.83 $ $ $ $ $ 1,805,321 1,161,083 316,695 3,283,099 1,003,832 206,441 410,086 346,094 474,711 173,384 261,155 57,001 12,008 2,944,712 338,387 (99,941 ) — 12,589 (3,394 ) 12,873 (28,624 ) 41,870 (64,627 ) 273,760 79,912 193,848 2,462 191,386 116,306 116,606 1.63 1.63 The accompanying notes are an integral part of the consolidated financial statements. F-5 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019 (In thousands) Net income Other comprehensive income (loss), net of tax Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $0, $1,243 and $2,692, net of settlements Other comprehensive income (loss) in equity method investments Foreign currency translation adjustments Total other comprehensive loss, net of tax Total comprehensive income, net of tax Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Cinemark Holdings, Inc. 2017 266,019 $ 2018 215,305 $ 2019 193,848 $ — 248 (4,966 ) (4,718 ) 261,301 (1,839 ) 259,462 $ (3,851 ) (139 ) (62,253 ) (66,243 ) 149,062 (1,478 ) 147,584 $ (8,210 ) (142 ) (12,753 ) (21,105 ) 172,743 (2,462 ) 170,281 $ The accompanying notes are an integral part of the consolidated financial statements. F-6 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019 (in thousands, except per share amounts) Balance at January 1, 2017 Issuance of restricted stock Issuance of stock upon vesting of restricted stock units Restricted stock forfeitures and stock withholdings related to share based awards that vested during the year ended December 31, 2017 Share based awards compensation expense Tax expense related to share based award vestings Dividends paid to stockholders, $1.16 per share Dividends accrued on unvested restricted stock unit awards Dividends paid to noncontrolling interests Net income Reclassification of cumulative translation adjustments Other comprehensive loss Balance at December 31, 2017 Cumulative effect of change in accounting principle, net of taxes of $2,267 (see Note 4) Issuance of restricted stock Issuance of stock upon vesting of restricted stock units Restricted stock forfeitures and stock withholdings related to share based awards that vested during the year ended December 31, 2018 Share based awards compensation expense Dividends paid to stockholders, $1.28 per share Dividends accrued on unvested restricted stock unit awards Dividends paid to noncontrolling interests Net income Reclassification of cumulative translation adjustments Other comprehensive loss Balance at December 31, 2018 Cumulative effect of change in accounting principle, net of taxes of $6,054 (see Note 3) Issuance of restricted stock Issuance of stock upon vesting of restricted stock units Restricted stock forfeitures and stock withholdings related to share based awards that vested during the year ended December 31, 2019 Share based awards compensation expense Dividends paid to stockholders, $1.36 per share Dividends accrued on unvested restricted stock unit awards Dividends paid to noncontrolling interests Net income Other comprehensive loss Balance at December 31, 2019 Common Stock Treasury Stock Shares Issued 120,657 247 97 Amount $ 121 — — Shares Acquired (4,447 ) — — Amount $ (73,411 ) — — Additional Paid-in- Capital $ 1,128,442 — — Retained Earnings $ 453,679 — — Accumulated Other Comprehensive Loss Total Cinemark Holdings, Inc.'s Stockholders' Equity Noncontrolling Interests $ $ (247,013 ) — — $ 1,261,818 — — 11,142 — — Total Equity $ 1,272,960 — — — — — — — — — — — 121,001 — 329 127 — — — — — — — — 121,457 — 316 91 — — — — — — — 121,864 $ $ $ — — — — — — — — — 121 — — — — — — — — — — — 121 — 1 — — — — — — — — 122 (79 ) — — — — — — — — (4,526 ) — — — (100 ) — — — — — — — (4,626 ) — — — (86 ) — — — — — — (4,712 ) $ $ $ (2,943 ) — — — — — — — — (76,354 ) — 12,681 (35 ) — — — — — — $ 1,141,088 $ — — — (2,905 ) — — — — — — — (79,259 ) — — — — — — — 14,336 — — — — — $ 1,155,424 $ — — — (2,308 ) — — — — — — (81,567 ) — 14,615 — — — — — $ 1,170,039 $ — — — (135,079 ) (558 ) — 264,180 — — 582,222 (7,021 ) — — — — (149,492 ) (624 ) — 213,827 — — 638,912 16,985 — — — — (159,281 ) (670 ) — 191,386 — 687,332 $ $ $ — — — — — — — (1,551 ) (4,718 ) (253,282 ) — — — — — — — — — 518 (66,243 ) (319,007 ) — — — — — — — — — (21,105 ) (340,112 ) $ $ $ (2,943 ) 12,681 (35 ) (135,079 ) (558 ) — 264,180 (1,551 ) (4,718 ) 1,393,795 (7,021 ) — — (2,905 ) 14,336 (149,492 ) (624 ) — 213,827 518 (66,243 ) 1,396,191 16,985 1 — (2,308 ) 14,615 (159,281 ) (670 ) — 191,386 (21,105 ) 1,435,814 $ $ $ — — — — — (1,088 ) 1,839 — — 11,893 (2,943 ) 12,681 (35 ) (135,079 ) (558 ) (1,088 ) 266,019 (1,551 ) (4,718 ) $ 1,405,688 — — — (7,021 ) — — — — — — (992 ) 1,478 — — 12,379 (2,905 ) 14,336 (149,492 ) (624 ) (992 ) 215,305 518 (66,243 ) $ 1,408,570 — — — 16,985 1 — — — — — (2,333 ) 2,462 — 12,508 (2,308 ) 14,615 (159,281 ) (670 ) (2,333 ) 193,848 (21,105 ) $ 1,448,322 The accompanying notes are an integral part of the consolidated financial statements. F-7 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019 (In thousands) 2017 2018 2019 $ 266,019 $ 215,305 $ 235,093 2,420 2,274 6,197 (16,211 ) 15,084 12,681 22,812 521 — (1,268 ) (1,551 ) (35,985 ) (15,015 ) 25,973 (541 ) (13,195 ) (4,363 ) (775 ) (4,956 ) 23,405 438 2,041 7,900 528,998 (380,862 ) 15,098 (40,997 ) — (3,715 ) (410,476 ) (135,079 ) (2,943 ) (5,671 ) (1,146 ) (521 ) (21,725 ) 10,200 (1,123 ) (158,008 ) 798 (38,688 ) 257,826 3,336 2,382 5,561 (21,706 ) 32,372 14,336 38,702 1,484 — (1,320 ) 518 (39,242 ) 23,187 30,143 (1,813 ) (4,584 ) 8,442 1,419 (6,303 ) (11,408 ) 6,670 (10,066 ) 11,674 556,915 (346,073 ) 3,920 (11,289 ) (78,393 ) (19,535 ) (451,370 ) (149,492 ) (2,905 ) (7,984 ) (5,218 ) (704 ) (25,353 ) — (992 ) (192,648 ) (9,222 ) (96,325 ) $ 561,235 522,547 $ 522,547 426,222 $ 193,848 256,118 5,037 — 5,311 (13,665 ) 57,001 14,615 12,008 — (4,360 ) — — (41,870 ) (1,843 ) 53,366 (2,367 ) 11,326 (794 ) (24,013 ) (8,495 ) 36,106 (6,984 ) 341 21,309 561,995 (303,627 ) 3,155 (10,170 ) — — (310,642 ) (159,281 ) (2,308 ) (7,984 ) — — (14,600 ) — (2,333 ) (186,506 ) (2,756 ) 62,091 426,222 488,313 Operating activities Net income Adjustments to reconcile net income to cash provided by operating activities: Depreciation Amortization of intangible and other assets and favorable/unfavorable leases Amortization of long-term prepaid rents Amortization of debt issue costs Amortization of deferred revenues, deferred lease incentives and other Impairment of long-lived assets Share based awards compensation expense Loss on disposal of assets and other Loss on debt amendments and refinancing Non-cash rent expense Deferred lease expenses Reclassification of cumulative translation adjustments Equity in income of affiliates Deferred income tax expenses Distributions from equity investees Changes in other assets and liabilities: Inventories Accounts receivable Income tax receivable Prepaid expenses and other Deferred charges and other assets - net Accounts payable and accrued expenses Income tax payable Liabilities for uncertain tax positions Other long-term liabilities Net cash provided by operating activities Investing activities Additions to theatre properties and equipment and other Proceeds from sale of theatre properties and equipment and other Acquisitions of theatres in the U.S. and international markets, net of cash acquired Acquisition of NCM common units Investment in joint ventures and other, net Net cash used for investing activities Financing activities Dividends paid to stockholders Payroll taxes paid as a result of restricted stock withholdings Repayments of long-term debt Payment of debt issue costs Fees paid related to debt amendments Payments on capital and finance leases Proceeds from financing lease Other Net cash used for financing activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents: Beginning of period End of period Supplemental information (see Note 17) The accompanying notes are an integral part of the consolidated financial statements. F-8 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business — Cinemark Holdings, Inc. and subsidiaries (the “Company”) operates in the motion picture exhibition industry, with theatres in the United States (“U.S.”), Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curaçao and Paraguay. Principles of Consolidation — The consolidated financial statements include the accounts of Cinemark Holdings, Inc. and its subsidiaries. Majority-owned subsidiaries that the Company has control of are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these equity method investees are included in the consolidated financial statements 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 and highly liquid investments with original maturities of three months or less when purchased. Cash investments are primarily in money market funds, certificates of deposit, commercial paper or other similar funds. Accounts Receivable – Accounts receivable, which are recorded at net realizable value, consist primarily of receivables related to screen advertising, screen rental, receivables related to discounted tickets and gift cards sold to third party retail locations, receivables from landlords related to theatre construction and remodels, rebates earned from the Company’s 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 Buildings on owned land Buildings on leased land Land and buildings under capital and finance leases (1) Theatre furniture and equipment Leasehold improvements Useful Life 40 years Lesser of lease term or useful life Lesser of lease term or useful life 3 to 15 years Lesser of lease term or useful life (1) Amortization of capital and finance lease assets is included in depreciation and amortization expense on the consolidated statements of income. Accumulated amortization of capital and finance lease assets as of December 31, 2018 and 2019 was $177,733 and $ 36,384, respectively. The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. The Company also performs a full quantitative impairment evaluation on an annual basis. The Company considers actual theatre level cash flows, budgeted theatre level cash flows, theatre property and equipment carrying values, operating lease right-of-use asset 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, the impact of recent theatre remodels or other substantial improvements, available lease renewal options and other factors considered relevant in its impairment assessment. Long-lived assets are evaluated for impairment on a theatre basis, which the Company F-9 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data believes is the lowest applicable level for which there are identifiable cash flows. The impairment evaluation is based on the estimated undiscounted cash flows from continuing use through the remainder of the theatre’s useful life. The remainder of the theatre’s useful life correlates with the remaining lease period, which includes the probability of the exercise of available renewal periods or extensions, for leased properties and the lesser of twenty years or the building’s remaining useful life for owned properties. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (theatre) with its estimated fair value. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluations performed during 2017, 2018 and 2019. The long-lived asset impairment charges recorded during each of the periods presented are 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 Note 10 for further discussion. Goodwill and Other Intangible Assets — The Company evaluates goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the goodwill may not be fully recoverable. The Company evaluates goodwill for impairment at the reporting unit level and we have allocated goodwill to the reporting unit based on an estimate of its relative fair value. Management considers the reporting unit to be each of its twenty regions in the U.S. and seven of its international countries with Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala considered one reporting unit (the Company does not have goodwill recorded for all of its international locations). Under ASC Topic 350, Goodwill, Intangibles and Other (“ASC Topic 350”), the Company may perform a qualitative impairment assessment or a quantitative impairment assessment of our goodwill. A quantitative analysis requires the Company to estimate the fair value of each reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds its estimated fair value, goodwill would be written down such that the carrying value would equal estimated fair value. Fair value is determined based on a multiple of cash flows, which was eight times for the evaluations performed during 2017, 2018 and 2019. 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 market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was eight times for the evaluations performed during 2018 and 2019. A qualitative assessment includes consideration of historical and expected future industry performance, estimated future performance of the Company, current industry trading multiples and other economic factors, and a review of current carrying values to estimated fair values as determined during our most recent quantitative assessment. The Company performed a quantitative goodwill impairment analysis for all reporting units during the year ended December 31, 2017. For the year ended December 31, 2018, the Company performed a quantitative goodwill assessment for three new domestic reporting units and a qualitative assessment for all other reporting units. For the year ended December 31, 2019 the Company performed a qualitative analysis for all reporting units. The Company did not record any goodwill impairment charges as a result of the assessments performed during the years ended December 31, 2017, 2018 and 2019. Tradename intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. Under ASC Topic 350, the Company can elect to perform a qualitative or quantitative impairment assessment for our tradename intangible assets. A quantitative tradename impairment assessment includes comparing the carrying values of tradename assets to an estimated fair value. Fair values are estimated by applying an estimated market 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 is involved in estimating market royalty rates and long-term revenue 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, are based on historical and projected revenue performance and industry trends. A F-10 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data qualitative assessment considers our historical and forecasted revenues and changes in estimated royalty rates, and a comparison of current carrying values to estimated fair values from our most recent quantitative assessment. During the year ended December 31, 2017, the Company performed a quantitative tradename impairment assessment for its tradename in Ecuador and performed a qualitative tradename impairment analysis for all other tradename intangible assets. During the year ended December 31, 2018, the Company performed a quantitative tradename impairment evaluation for all of its tradename assets. During the year ended December 31, 2019, the Company performed a qualitative tradename impairment analysis for all of its tradename assets. As a result of the analysis performed during each year, no impairment charges were recorded related to tradename intangible assets for the years ended December 31, 2017, 2018 and 2019. The table below summarizes the Company’s intangible assets and the amortization method used for each type of intangible asset: Intangible Asset Goodwill Tradename Vendor contracts Favorable/unfavorable leases Other intangible assets Amortization Method Indefinite-lived Indefinite-lived and definite-lived. Definite-lived tradename assets have a remaining useful life of approximately one to six years. Straight-line method over the terms of the underlying contracts. The remaining term of the underlying contract is one year. Based on the pattern in which the economic benefits are realized over the terms of the lease agreements. See Note 3 for discussion of the impact of ASC Topic 842 on the recording of favorable and unfavorable leases. 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 one to five years. Lease Accounting — See Note 3 for discussion of the Company’s lease accounting policies as well as the impact of new lease accounting pronouncements. Deferred Charges — Deferred charges and other assets consist of construction and other deposits, equipment to be placed in service, and other assets of a long-term nature. Self-Insurance Reserves — In the U.S., the Company is self-insured for general liability claims subject to an annual cap. For the years ended December 31, 2017, 2018 and 2019, general liability claims were capped at $250, $250 and $500, respectively, per occurrence with aggregate annual caps of approximately $3,900, $4,750 and $6,000, respectively. For its international locations, the Company is fully insured for general liability claims with little or no deductibles per occurrence. During 2017, the Company implemented a fully-funded deductible workers compensation insurance plan under which the Company is responsible for pre-funding claims and is responsible for claims up to $250 per occurrence, with an annual cap of $5,000 for the years ended December 31, 2017, 2018 and 2019. The Company was also self-insured for domestic medical claims up to $250 per occurrence for the years ended December 31, 2017, 2018 and 2019. As of December 31, 2018 and 2019, the Company’s insurance reserves were $10,827 and $11,577, respectively, and are reflected in accrued other current liabilities on the consolidated balance sheets. Revenue and Expense Recognition — See Note 4 for discussion of revenue recognition and deferred revenues. Film rental costs are subject to the film licensing arrangement and accrued based on the applicable box office receipts and either; 1) a sliding scale formula, which is generally established prior to the opening of the film, 2) firm terms or 3) estimates of the final settlement rate, which occurs at the conclusion of the film run. Under a sliding scale formula, we pay a percentage of box office revenues using a pre-determined matrix that is based upon box office performance of the film for its full run. Under a firm 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 decline over the term of the run. The settlement process allows for negotiation of film rental fees upon the conclusion of the film run F-11 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data based upon 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 film is released when the initial box office performance of the film is known. If actual settlements are different 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 the fair 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 period during which an 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 estimates the number of awards that will ultimately be forfeited. See Note 16 for discussion of the Company’s share based awards and related compensation expense. Income Taxes — The Company uses an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes are provided 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. A valuation 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. Income taxes are provided on unremitted earnings from foreign subsidiaries unless such earnings are expected to be indefinitely reinvested. Income taxes have also been provided for potential tax assessments. The evaluation of an uncertain tax position is a two-step process. The first step is recognition: The Company determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company should presume that the position would be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of 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 being realized upon ultimate settlement. Differences between tax positions taken 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 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, 2017, 2018 and 2019, 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 of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company’s consolidated financial statements include amounts that are based on 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 exchange rates as of the balance sheet date, and revenues and expenses are translated at average monthly exchange rates. The resulting translation adjustments are recorded in the consolidated balance sheets in accumulated other comprehensive loss. See Note 14 for a summary of the translation adjustments recorded in accumulated other comprehensive loss for the years ended December 31, 2017, 2018 and 2019. The Company recognizes foreign currency transaction gains and losses when changes in exchange rates impact transactions, other than intercompany transactions of a long-term investment nature, that have been denominated in a currency other than the functional currency. F-12 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 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 ability to 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. See Note 13 for a discussion of our fair value measurements for the years ended December 31, 2018 and 2019. Acquisitions — The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For certain acquisitions, the Company obtains independent third party valuation studies for certain of the assets acquired and liabilities assumed to assist the Company in determining fair value. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts realized. The Company provides assumptions, including both quantitative and qualitative information, about the specified asset or liability to the third party valuation firms. The Company primarily utilizes the third parties to accumulate comparative data from multiple sources and assemble a report that summarizes the information obtained. The Company then uses the information to 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 PRONOUNCEMENTS Impact of New Lease Accounting Standard The Company adopted ASC Topic 842 effective January 1, 2019. See Note 3 for further discussion. Other Accounting Pronouncements ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018- 13”). The purpose of ASU 2018-13 is to improve the disclosures related to fair value measurements in the financial statements. The improvements in ASU 2018-13 include the removal, modification and addition of certain disclosure requirements primarily related to Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that year. The amendments in ASU 2018-13 should be applied prospectively. The Company does not expect ASU 2018-13 to have a significant impact on the consolidated financial statements. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, (“ASU 2019-12”). The purpose of ASU 2019-12 is to improve the disclosures related to fair value measurements in the financial statements. The improvements in ASU 2019-12 include removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within that year. The amendments in ASU 2019-12 should be applied prospectively. The Company is evaluating the impact of ASU 2019-12 on the consolidated financial statements. 3. ADOPTION OF ASC TOPIC 842 – LEASE ACCOUNTING The Company adopted ASC Topic 842 as of January 1, 2019 under the modified retrospective approach that resulted in the recognition of a cumulative-effect adjustment to the opening balance of retained earnings and elected certain practical expedients. The Company elected the following practical expedients, as allowed by ASC Topic 842: • The Company chose not to separate nonlease components from lease components, accounting for lease components and nonlease components associated with a lease as a single lease component. More specifically, for theatre leases, the Company elected not to separate fixed common area maintenance costs from lease costs when calculating lease liabilities and assets. F-13 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data • • • • The Company did not reassess whether existing contracts in effect as of the transition date of January 1, 2019 were, or contained, a lease. The Company did not reassess the classification of existing leases as operating or finance as of the transition date. The Company did not reassess whether any initial direct costs were incurred for any of its existing leases. The Company did not elect to apply the recognition requirements of ASC 842 to short-term leases. The adoption of ASC Topic 842 included the following primary impacts: 1. 2. The Company recorded a right-of-use asset and lease liability for all of its operating leases as required by the standard. The lease liability for each lease was determined based on the present value of lease payments. The right-of-use asset was based on the lease liability value, adjusted for offsets that existed as of adoption, including deferred rent liabilities of ($39,235), net favorable and unfavorable lease intangibles of ($5,780), deferred lease incentive liabilities of ($12,960) and long-term prepaid rents of $7,707. The Company recorded operating lease right-of-use assets of $1,491,245 and operating lease liabilities of $1,545,210 upon adoption. Certain of the Company’s existing lease assets and liabilities, which were accounted for under prior sale-leaseback accounting guidance, were derecognized in accordance with ASC Topic 842 and reevaluated for classification per the new accounting guidance. Several of these leases have been reestablished as operating leases based on ASC Topic 842. a. b. For those leases that are now classified as operating leases in accordance with ASC Topic 842, approximately $110,442 and $126,376 of lease assets and liabilities, respectively, were recorded as an adjustment to beginning retained earnings. The related net deferred income tax asset for these accounts was also recorded as an adjustment to beginning retained earnings. See additional impact discussed in item 3 below. The Company recognized finance lease assets and liabilities in the amount of $57,440 as of January 1, 2019 for the remaining leases that were determined to be finance leases under ASC Topic 842. 3. For the leases noted in item 2a above, the Company will now record the related operating lease payments as facility lease expense, compared to prior periods in which the capitalized asset was depreciated and lease payments were recorded as a reduction of a lease liability and interest expense. Real Estate Leases - The Company conducts a significant part of its theatre operations in leased properties under noncancelable operating and finance leases with terms generally ranging from 10 to 25 years. In addition to fixed lease payments, some of the leases provide for variable lease payments and some require the payment of taxes, insurance and other costs applicable to the property. Variable lease payments include payments based on a percentage of retail sales over contractual levels or payments adjusted periodically for inflation or changes in attendance. The Company can renew, at its option, a substantial portion of the leases at defined or then market rental rates for various periods. Some leases also provide for escalating rent payments throughout the lease term. The Company also leases certain office and warehouse facilities in the U.S. and in international locations. The lease terms for these facilities generally only include fixed payments. The Company recognizes fixed lease expense for the operating leases on a straight-line basis over the lease term. The Company’s real estate lease agreements do not contain any residual value guarantees or restrictive covenants. Equipment Leases - The Company has certain equipment operating leases primarily including projectors, trash compactors and various other equipment used in the day-to-day operation of the business. Certain of the leases require fixed lease payments to be made over the duration of the lease term, while others are variable in nature based on usage or sales. Certain of these leases are month-to-month, while others are noncancelable with terms generally ranging from 5 to 11 years. The Company’s equipment lease agreements do not contain any residual value guarantees or restrictive covenants. F-14 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data The following table represents the operating and finance right-of-use assets and lease liabilities as of December 31, 2019. Leases Assets (1) Operating lease assets Finance lease assets Total lease assets Liabilities (1) Current Operating Finance Noncurrent Operating Finance Total lease liabilities Classification Operating lease assets Theatre properties and equipment, net of accumulated depreciation (2) Current portion of operating lease obligations Current portion of finance lease obligations Operating lease obligations, less current portion Finance lease obligations, less current portion As of December 31, 2019 1,383,080 116,135 1,499,215 217,406 15,432 1,223,462 141,017 1,597,317 $ $ $ $ (1) (2) The operating lease right-of-use assets and liabilities recorded on the Company’s consolidated balance sheet generally do not include renewal options that have not yet been exercised. The Company does not consider a lease renewal as reasonably certain until immediately before the necessary notification is provided to the landlord. Finance lease assets are net of accumulated amortization of $ 36,384 as of December 31, 2019 . As of December 31, 2019, the Company had signed lease agreements with total noncancelable lease payments of approximately $242,898 related to theatre leases that had not yet commenced. The timing of lease commencement is dependent on the completion of construction of the related theatre facility. Additionally, these amounts are based on estimated square footage and costs to construct each facility and may be subject to adjustment upon final completion of each construction project. In accordance with ASC Topic 842, fixed minimum lease payments related to these theatres are not included in the right-of-use assets and lease liabilities as of December 31, 2019. There were no significant noncancelable lease agreements signed, but not yet commenced, related to equipment leases. The following table represents the Company’s aggregate lease costs, by lease classification, for the year ended December 31, 2019. Lease Cost Operating lease costs Equipment (1) Real Estate (2)(3) Total operating lease costs Finance lease costs Depreciation of leased assets Interest on lease liabilities Total finance lease costs Classification Utilities and other Facility lease expense Depreciation and amortization Interest expense Year Ended December 31, 2019 9,172 346,222 355,394 14,734 7,786 22,520 $ $ $ $ (1) (2) (3) Includes approximately $4,700 of short-term lease payments for the year ended December 31, 2019. Includes approximately $68,799 of variable lease payments based on a change in index, such as CPI or inflation, variable payments based on revenues or attendance and variable common area maintenance costs for the year ended December 31, 2019 Approximately $ 1,614 of lease payments are included in general and administrative expenses primarily related to office leases for the year ended December 31, 2019. F-15 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data The following table represents the maturity of lease liabilities, by lease classification, as of December 31, 2019. Years Ending 2020 2021 2022 2023 2024 After 2024 Total lease payments Less: Interest Present value of lease liabilities Operating Leases Finance Leases Total $ $ $ 280,268 $ 263,978 235,266 205,210 166,233 580,852 1,731,807 $ 290,939 1,440,868 $ 22,416 $ 22,671 21,935 21,246 20,165 88,913 197,346 $ 40,897 156,449 $ 302,684 286,649 257,201 226,456 186,398 669,765 1,929,153 331,836 1,597,317 The following table represents future minimum lease payments under noncancelable operating and capital leases at December 31, 2018 as presented in the Company’s Annual Report on Form 10-K filed February 28, 2019: Years Ending 2019 2020 2021 2022 2023 Thereafter Total Amounts representing interest payments Present value of future minimum payments Current portion of capital lease obligations Capital lease obligations, less current portion Operating Leases Capital Leases $ $ 253,323 $ 242,336 230,396 204,628 176,802 677,091 1,784,576 $ 42,434 41,502 34,589 32,462 28,534 166,375 345,896 (86,364 ) 259,532 (27,065 ) 232,467 The following table represents the weighted-average remaining lease term and discount rate, disaggregated by lease classification, as of December 31, 2019. Lease Term and Discount Rate Weighted-average remaining lease term (years) (1) Operating leases - equipment Operating leases - real estate Finance leases - equipment Finance leases - real estate As of December 31, 2019 3.9 7.9 5.3 10.0 Weighted-average discount rate (2) Operating leases - equipment Operating leases - real estate Finance leases - equipment Finance leases - real estate 4.3 % 4.8 % 4.6 % 4.8 % The lease assets and liabilities recorded on the Company’s consolidated balance sheet generally do not include renewal options that have not yet been executed. The Company does not consider a lease renewal exercise as reasonably certain until immediately before the necessary notification is provided to the landlord. (1) F-16 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data (2) The discount rate for each lease represents the incremental borrowing rate at which the Company would borrow, on a collateralized basis, over a similar term and at an amount equal to the lease payments in a similar economic environment. The following table represents the minimum cash lease payments included in the measurement of lease liabilities and the non-cash addition of right-of-use assets for the twelve months ended December 31, 2019. Other Information Cash paid for amounts included in the measurement of lease liabilities Cash outflows for operating leases Cash outflows for finance leases - operating activities Cash outflows for finance leases - financing activities Non-cash amount of leased assets obtained in exchange for: Operating lease liabilities - real estate Operating lease liabilities - equipment Finance lease liabilities Year Ended December 31, 2019 $ $ $ $ $ $ 281,895 7,575 14,600 113,318 795 21,535 Lessor Arrangements As noted above, the Company did not reassess whether existing contracts in effect as of the transition date of January 1, 2019 were, or contained, a lease. However, effective September 17, 2019, the Company amended its Exhibitor Services Agreement (“ESA”) with National CineMedia, LLC (“NCM”) and, as a result of this amendment, the Company reassessed the ESA under ASC Topic 842. The Company’s assessment resulted in the determination that the nonconsecutive periods of use of the theatre screens by NCM under the ESA qualify as a lease in accordance with ASC Topic 842. See further discussion in Note 7. The Company rents its theatre auditoriums for corporate meetings, screenings, education and training sessions and other private events. These rentals, which are not significant to the Company, are generally one-time events and the related revenue is reflected as other revenue on the consolidated statement of income. 4. REVENUE RECOGNITION Revenue Recognition Policy The Company’s patrons have the option to purchase movie tickets well in advance of a movie showtime or right before the movie showtime, or at any point in between those two timeframes depending on seat availability. The Company recognizes such admissions revenues when the showtime for a purchased movie ticket has passed. Concession revenues are recognized when products are sold to the consumer. Other revenues primarily consist of screen advertising and screen rental revenues, promotional income, studio trailer placements and transactional fees. The Company sells gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred revenues. Deferred revenues for gift cards and discount ticket vouchers are recognized when they are redeemed for movie tickets or concession items. The Company offers a subscription program in the U.S. whereby patrons can pay a monthly fee to receive a monthly credit for use towards a future movie ticket purchase. The Company records the monthly subscription program fees as deferred revenues and record admissions revenues when the showtime for a movie ticket purchased with a credit has passed. The Company has loyalty programs in the U.S. and many of its international locations that either have a prepaid annual membership fee or award points to customers as purchases are made. For those loyalty programs that have an annual membership fee, the Company recognizes the fee collected as other revenues on a straight-line basis over the term of the membership. For those loyalty programs that award points to customers based on their purchases, the Company records a portion of the original transaction proceeds as deferred revenues based on the number of reward points issued to customers and recognizes the deferred revenues when the customer redeems such points. The value of loyalty points issued is based on the estimated fair value of the rewards offered. The Company records breakage revenue on gift cards and discount ticket vouchers generally based on redemption activity and historical experience with unused balances. The Company records breakage revenue upon the expiration of loyalty points and subscription credits. Breakage revenue is recorded as F-17 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data other revenues on the consolidated income statements. Advances collected on concession and other contracts are deferred and recognized during the period in which we satisfy the related performance obligations, 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 the contracts or as the Company meets its performance obligations in accordance with the terms of the contracts. Screen advertising and screen rental revenues for the U.S. operating segment primarily relate to the ESA with NCM and the Company’s beverage concessionaire agreement. Prior to September 17, 2019, such screen advertising was accounted for under ASC Topic 606, Revenue from Contracts with Customers, and effective upon the amendment of the ESA, NCM screen advertising was accounted for under ASC Topic 842. See table at Note 7 for screen advertising revenues recorded in other revenue under ASC Topic 606 prior to the amendment of the ESA and screen rental revenues recorded in other revenue under ASC Topic 842 subsequent to the amendment of the ESA. Accounts receivable as of December 31, 2019 included approximately $31,620 of receivables related to contracts with customers. The Company did not record any assets related to the costs to obtain or fulfill a contract with customers during the year ended December 31, 2019. Disaggregation of Revenue The following table presents revenues for the periods indicated, disaggregated based on major type of good or service and by reportable operating segment. Twelve Months Ended December 31, 2018 International Operating Twelve Months Ended December 31, 2019 International Operating U.S. Operating U.S. Operating Major Goods/Services Segment (1) Segment Consolidated Segment (1) Segment Consolidated Admissions revenues Concession revenues Screen advertising, screen rental and promotional revenues Other revenues $ Total revenues $ 1,461,151 892,391 78,591 106,824 2,538,957 $ $ 373,022 216,402 61,269 32,085 682,778 $ $ 1,834,173 1,108,793 139,860 138,909 3,221,735 $ $ 1,431,790 936,241 128,839 84,033 2,580,903 $ $ 373,531 224,842 35,888 67,935 702,196 $ $ 1,805,321 1,161,083 164,727 151,968 3,283,099 (1) U.S. segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 20 for additional information on intercompany eliminations. The following table presents revenues for the periods indicated, disaggregated based on timing of revenue recognition (as discussed above). Goods and services transferred at a point in time Goods and services transferred over time Total Twelve Months Ended December 31, 2018 International Operating U.S. Operating Twelve Months Ended December 31, 2019 International Operating U.S. Operating Segment (1) Segment Consolidated Segment (1) Segment Consolidated $ 2,453,313 $ 608,347 $ 3,061,660 $ 2,488,716 $ 621,785 $ 3,110,501 85,644 2,538,957 $ 74,431 682,778 $ 160,075 3,221,735 $ 92,187 2,580,903 $ $ 80,411 702,196 $ 172,598 3,283,099 F-18 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data (1) U.S. segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 20 for additional information on intercompany eliminations. Screen Advertising Advances and Other Deferred Revenues The following table presents changes in the Company’s deferred revenues for the year ended December 31, 2019. Deferred Revenues Balance at January 1, 2019 Amounts recognized as accounts receivable Cash received from customers in advance Common units received from NCM (see Note 7) Interest accrued related to significant financing component Revenue recognized during period Foreign currency translation adjustments NCM Screen Advertising Advances (1) Other Deferred Revenues (2) $ 350,242 $ — — 1,552 28,624 (32,064 ) — 106,075 $ 12,767 227,125 — — (206,367 ) (1,174 ) 138,426 $ Total 456,317 12,767 227,125 1,552 28,624 (238,431 ) (1,174 ) 486,780 Balance at December 31, 2019 $ 348,354 $ (1) (2) See Significant Financing Component discussion below. See Note 7 for the maturity of balances as of December 31, 2019. Includes liabilities associated with outstanding gift cards and SuperSavers, points or rebates outstanding under the Company’s loyalty and membership programs and revenues not yet recognized for screen advertising and other promotional activities. Classified as accounts payable and accrued expenses or other long-term liabilities on the consolidated balance sheet. The table below summarizes the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of December 31, 2019 and when the Company expects to recognize this revenue. Remaining Performance Obligations Deferred revenue - other Significant Financing Component 2020 $ 125,334 Twelve Months Ended December 31, 2021 2023 2022 12,897 195 2024 Thereafter Total — — — $ 138,426 As discussed further in Note 7, in connection with the completion of the NCM, Inc. (“NCMI”) initial public offering, the Company amended and restated its ESA with NCM and received approximately $174,000 in cash consideration from NCM. The proceeds were recorded as deferred revenue and are being amortized over the term of the modified ESA, or through February 2041. In addition to the consideration received upon the ESA modification during 2007, the Company also receives consideration in the form of common units from NCM, at each annual common unit adjustment settlement, in exchange for exclusive access to the Company’s newly opened domestic screens under the ESA. See Note 7 for additional information regarding the common unit adjustment and related accounting. Due to the significant length of time between receiving the consideration from NCM and fulfillment of the related performance obligation, the ESA includes an implied significant financing component, as per the guidance in ASC Topic 606. The interest expense was calculated using the Company’s incremental borrowing rates at the time when the cash and each tranche of common units were received from NCM, which ranged from 4.4% to 8.0%. See Note 7 for table detailing activity with NCM, which includes interest revenue and expense recorded in 2018 and 2019 related to the significant financing component. 5. EARNINGS PER SHARE The Company considers its unvested share based payment awards, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings per share is calculated using F-19 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two class method and the treasury stock method. The following table presents computations of basic and diluted earnings per share under the two class method: Numerator: Net income attributable to Cinemark Holdings, Inc. Earnings allocated to participating share-based awards (1) Net income attributable to common stockholders Denominator (shares in thousands): Basic weighted average shares outstanding Common equivalent shares for restricted stock units Diluted weighted average shares outstanding Basic earnings per share attributable to common stockholders Diluted earnings per share attributable to common stockholders Year Ended December 31, 2018 2017 2019 $ $ $ $ 264,180 $ (1,350 ) 262,830 $ 115,766 293 116,059 2.26 $ 2.26 $ 213,827 $ (1,168 ) 212,659 $ 116,054 288 116,342 1.83 $ 1.83 $ 191,386 (1,174 ) 190,212 116,306 300 116,606 1.63 1.63 (1) For the years ended December 31, 2017, 2018 and 2019, a weighted average of approximately 596 shares, 640 shares and 721 shares, of unvested restricted stock, respectively, are considered participating securities. 6. DIVIDENDS Below is a summary of dividends declared for the fiscal periods indicated. Declaration Date 2/23/2017 5/25/2017 8/10/2017 11/17/2017 2/23/2018 5/25/2018 8/23/2018 11/15/2018 2/23/2019 5/24/2019 8/16/2019 11/22/2019 Record Date 3/8/2017 6/8/2017 8/31/2017 12/1/2017 3/8/2018 6/8/2018 9/4/2018 12/4/2018 3/8/2019 6/10/2019 9/4/2019 12/4/2019 Payable Date 3/20/2017 6/22/2017 9/13/2017 12/15/2017 3/22/2018 6/22/2018 9/18/2018 12/18/2018 3/22/2019 6/24/2019 9/18/2019 12/18/2019 $ $ $ $ $ $ $ $ $ Total Total Total Amount per Share of Common Stock Total Dividends (1) 0.29 0.29 0.29 0.29 1.16 0.32 0.32 0.32 0.32 1.28 0.34 0.34 0.34 0.34 1.36 $ $ $ $ $ $ 33,912 33,904 33,911 33,910 135,637 37,471 37,523 37,530 37,592 150,116 39,905 40,012 40,020 40,014 159,951 (1) Of the dividends recorded during 2017, 2018 and 2019, $ 558, $624 and $ 670, respectively, were related to outstanding restricted stock units and will not be paid until such units vest. See Note 16. F-20 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 7. INVESTMENT IN NATIONAL CINEMEDIA LLC Summary of Activity with NCM Below is a summary of activity with NCM included in the Company’s consolidated financial statements for the periods indicated. See Note 4 for discussion of the impact of the new revenue recognition accounting pronouncement. Investment in NCM NCM Screen Advertising Advances Distributions from NCM Equity in Earnings Other Revenue Interest Expense - NCM (3) Cash Received Balance as of January 1, 2017 Receipt of common units due to annual common unit adjustment Revenues earned under ESA (1) Receipt of excess cash distributions Receipt under tax receivable agreement Equity in earnings Amortization of screen advertising advances $ Balance as of and for the twelve months ended December 31, 2017 $ Impact of adoption of ASC Topic 606 (2) Receipt of common units due to annual common unit adjustment Purchase of additional common units Revenues earned under ESA (1) (2) Receipt of excess cash distributions Receipt under tax receivable agreement Equity in earnings Amortization of screen advertising advances Balance as of and for the twelve months ended December 31, 2018 $ Receipt of common units due to annual common unit adjustment Revenues earned under ESA (1) (3) Interest accrued related to significant financing component (2) Receipt of excess cash distributions Receipt under tax receivable agreement Equity in earnings Amortization of screen advertising advances (2) Balance as of and for the twelve months ended December 31, 2019 $ $ 189,995 18,363 — (15,093 ) (2,265 ) 9,550 — 200,550 $ — 5,012 78,393 — (19,786 ) (2,419 ) 13,842 — 275,592 $ 1,552 — — (23,452 ) (2,492 ) 14,592 — 265,792 $ (343,928 ) (18,363 ) $ — — — — 10,585 (351,706 ) $ (9,288 ) (5,012 ) — — — — — 15,764 (350,242 ) $ (1,552 ) — (28,624 ) — — — 32,064 (348,354 ) $ $ — — (14,158 ) (2,249 ) — — (16,407 ) $ — — — — (13,231 ) (2,158 ) — — (15,389 ) $ — — — (11,631 ) (1,242 ) — — (12,873 ) $ $ — — — — (9,550 ) — (9,550 ) $ — — — — — — (13,842 ) — (13,842 ) $ — — — — — (14,592 ) — (14,592 ) $ $ — (11,274 ) — — — (10,585 ) (21,859 ) $ — — — (31,867 ) — — — (15,764 ) (47,631 ) $ — (13,782 ) — — — — (32,064 ) (45,846 ) $ — — — — — — — $ $ — — — 19,724 — — — — 19,724 — — 28,624 — — — — 28,624 $ $ — 11,274 29,251 4,514 — — 45,039 — — — 12,143 33,017 4,577 — — 49,737 — 13,782 — 35,083 3,734 — — 52,599 (1) (2) (3) Amounts include the per patron and per digital screen theatre access fees due to the Company, net of amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire. The amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire were approximately $ 11,110, $11,965 and $ 11,478 for the years ended December 31, 2017, 2018 and 2019, respectively. As a result of adoption of ASC Topic 606, the Company determined that the deferred revenue associated with the ESA and CUA agreement should be amortized on a straight-line basis versus the units of revenue method followed prior to adoption. In addition, the Company determined that a significant financing component existed for the ESA. See Note 4 for further discussion of the impact of the adoption of ASC Topic 606. Approximately $ 4,828 represents screen rental revenues earned under the amendment to the ESA. See Note 4. F-21 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data In addition to the activity in the table above, the Company made payments to NCM of approximately $102, $74 and $61 during the years ended December 31, 2017, 2018 and 2019, respectively, related to certain equipment used for digital advertising, which is included in theatre furniture and equipment on the consolidated balance sheets. Investment in National CineMedia NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. The Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM primarily provides advertising to our theatres. As described in Note 6 to the Company’s financial statements as included in its 2018 Annual Report on Form 10-K, on February 13, 2007, National Cinemedia, Inc. (“NCMI”), an entity that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. In connection with the NCMI initial public offering, the Company amended its operating agreement and the ESA. At the time of the NCMI IPO and as a result of amending the ESA, the Company received approximately $174,000 in cash consideration from NCM. The proceeds were recorded as deferred revenue or NCM screen advertising advances and was being amortized over the term of the Amended and Restated ESA, or through February 2041. Following the NCMI IPO, the Company does not recognize undistributed equity in the earnings on its original NCM membership units (referred to herein as the Company’s Tranche 1 Investment) until NCM’s future net earnings, less distributions received, surpass the amount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. The Company recognizes cash distributions it receives from NCM on its Tranche 1 Investment as a component of earnings as Distributions from NCM. The Company believes that the accounting model provided by ASC Topic 323-10-35-22 for recognition of equity investee losses in excess of an investor’s basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution. Common Unit Adjustments In addition to the consideration received upon the NCMI IPO and ESA modification in 2007, the Company also periodically receives consideration in the form of common units from NCM. Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCMI and the Company, annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. As discussed in Note 6 to the Company’s financial statements as included in its 2018 Annual Report on Form 10-K, the common units received (collectively referred to as the Company’s “Tranche 2 Investment”) are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue or NCM screen advertising advances. The Company’s Tranche 2 Investment is accounted for following the equity method, with undistributed equity earnings related to its Tranche 2 Investment included as a component of earnings in equity in income of affiliates and distributions received related to its Tranche 2 Investment are recorded as a reduction of investment basis During March 2019, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, on March 29, 2019, the Company received an additional 219,056 common units of NCM, each of which is convertible into one share of NCMI common stock. The Company recorded the additional common units received at estimated fair value with a corresponding adjustment to deferred revenue of approximately $1,552. The fair value of the common units received was estimated based on the market price of NCMI common stock at the time the common units were determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares. The deferred revenue is recognized on a straight-line basis over the remaining term of the first amendment to the Amended and Restated ESA. Below is a summary of common units received by the Company under the Common Unit Adjustment (“CUA”) Agreement during the years ended December 31, 2017, 2018 and 2019: Event 2017 annual common unit adjustment 2018 annual common unit adjustment 2019 annual common unit adjustment Date Common Units Received 3/31/2017 3/29/2018 3/31/2019 Number of Common Units Received 1,487,218 908,042 219,056 Fair Value of Common Units Received 18,363 5,012 1,552 $ $ $ F-22 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Each common unit received by the Company is convertible into one share of NCMI common stock. The fair value of the common units received was estimated based on the market price of NCMI stock at the time that the common units were received, adjusted for volatility associated with the estimated period of time it would take to convert the common units and register the respective NCMI shares. The fair value measurement used for the common units falls under Level 2 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. The Company records the additional common units it receives as part of its Tranche 2 Investment at estimated fair value with a corresponding adjustment to deferred revenue. The deferred revenue is amortized over the remaining term of the ESA. Acquisition of Common Units On July 5, 2018, the Company acquired 10,738,740 common units of NCM from AMC for $78,393 in cash, or approximately $7.30 per common unit. As a result of the acquisition of these shares, the Company’s ownership of NCM increased from approximately 18% to 25%. The amount paid for the additional common units was recorded as an increase in the Company’s Tranche 2 investment in NCM. As of December 31, 2019, the Company owned a total of 39,737,700 common units of NCM, which represented an interest of approximately 25%. The estimated fair value of the Company’s investment in NCM was approximately $289,688 based on NCMI’s stock price as of December 31, 2019 of $7.29 per share (Level 1 input as defined in FASB ASC Topic 820), which was more than the Company’s carrying value of $265,792. Exhibitor Services Agreement As previously discussed, our domestic theatres are part of the in-theatre digital network operated by NCM under the ESA. NCM provides advertising to our theatres through its branded “Noovie” pre-show entertainment program and also handles lobby promotions and displays for our theatres. We receive a monthly theatre access fee for participation in the NCM network and also earn screen advertising revenue on a per patron basis. Prior to September 17, 2019, the ESA was accounted for under ASC Topic 606, Revenue from Contracts with Customers. See Note 3 and Note 4. Effective September 17, 2019, the Company signed an amendment to the ESA, under which the Company will provide incremental advertising time to NCM and has extended the term through February 2041. Since the agreement was amended, the Company was required to evaluate the revised contract under ASC Topic 842, Leases, and as a result, determined that the ESA met the definition of a lease. The Company leases nonconsecutive periods of use of its domestic theatre screens to NCM for purposes of showing third party advertising content. The lease, which is classified as an operating lease, generally requires variable lease payments based on the number of patrons attending the showtimes during which such advertising is shown. The lease agreement is considered short- term due to the fact that the nonconsecutive periods of use, or advertising time slots, are set on a weekly basis. The revenues earned under the ESA, both before and after the amendment, are reflected in other revenue on the consolidated income statement. The recognition of revenue related to the deferred revenue or NCM screen advertising advances will continue to be recorded on a straight-line basis over the new term of the amended ESA or February 2041. Remaining Maturity NCM screen advertising advances (1) 2020 Twelve Months Ended December 31, 2023 2022 2021 $ 7,669 8,197 8,762 9,368 (1) Amounts are net of the estimated interest to be accrued for the periods presented. Significant Financing Component Thereafter 2024 10,016 304,342 $ 348,354 Total Prior to the September 17, 2019 amendment of the ESA, the Company applied a significant financing component, as required by ASC Topic 606, due to the significant length of time between receiving the NCM screen advertising advances (the $174,000 received at the NCMI IPO and the periodic common unit adjustments) and completion of the performance obligation. Effective September 17, 2019, upon the Company’s evaluation and determination that ASC Topic 842 applies to the amended ESA, the Company determined it acceptable to apply the F-23 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data significant financing component guidance from ASC Topic 606 by analogy as the economic substance of the agreement represents a financing arrangement. Subsequent to the issuance of the Company’s audited consolidated financial statements for the year ended December 31, 2018, the Company identified an error in the January 1, 2018 adoption of ASC Topic 606 specifically related to the significant financing component associated with the NCM ESA. The error impacted the cumulative effect of change in accounting principle for the adoption of ASC Topic 606 at January 1, 2018 and the recorded amounts of revenue and interest expense related to the amortization of NCM screen advertising advances associated with the significant financing component during 2018 and 2019. The Company evaluated the error and, based on an analysis of the relevant quantitative and qualitative factors, determined the impact was not material to the Company’s consolidated financial statements for any prior annual or interim period. The consolidated balance sheet, consolidated statement of equity, and corresponding notes to consolidated financial statements as of and for the year ended December 31, 2018 have been restated from the amounts previously reported to correct the cumulative effect of change in accounting principle for the adoption of ASC Topic 606. This resulted in a $62,893 increase in NCM screen advertising advances, a $ 15,346 increase in deferred tax assets, and a corresponding $47,547 reduction of retained earnings as of the January 1, 2018 adoption date. The impact for the year ended December 31, 2018 was corrected in the fourth quarter of 2019, resulting in a $1,403 reduction in other revenues, $4,721 increase in interest expense – NCM and a $4,630 reduction of net income. Summary Financial Information for NCM The tables below present summary financial information for NCM for the periods indicated: Revenues Operating income Net income Current assets Noncurrent assets Current liabilities Noncurrent liabilities Members' deficit Year Ended December 28, 2017 Year Ended December 27, 2018 Year Ended December 26, 2019 $ $ $ 426,100 $ 153,900 $ 101,900 $ 441,400 $ 154,300 $ 98,400 $ 444,800 155,700 98,800 As of December 27, 2018 As of December 26, 2019 172,700 $ 726,800 $ 115,200 $ 924,900 $ (140,600 ) $ 185,400 706,600 125,500 947,800 (181,300 ) $ $ $ $ $ F-24 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 8. OTHER INVESTMENTS Below is a summary of activity for each of the Company’s other investments for the periods indicated: DCIP AC JV, LLC DCDC $ $ Balance at January 1, 2017 Cash contributions Equity in income Equity in comprehensive income Cash distributions received Other Balance at December 31, 2017 Cash contributions Equity in income (loss) Equity in comprehensive loss Cash distributions received Other (1) Balance at December 31, 2018 Equity in income (loss) Equity in comprehensive loss Cash distributions received Other (2) Balance at December 31, 2019 (1) (2) $ $ $ $ $ $ 87,819 1,112 22,900 248 (5,864 ) — 106,215 2,076 22,899 (139 ) (5,799 ) — 125,252 23,281 $ (141 ) (23,696 ) — 124,696 $ 5,980 — 2,336 — (2,400 ) — 5,916 — 1,270 — (1,920 ) — 5,266 3,276 — (3,520 ) — 5,022 $ $ FE Concepts — $ 104 — — — — 104.00 20,000 $ $ $ (82 ) — — (104 ) $ 19,918 $ (399 ) — — — 19,519 $ $ Other Total $ 1,768 2,499 — — — (55 ) $ 4,212 — — — — (137 ) 4,075 — — — (1,196 ) 2,879 $ $ 98,317 3,715 26,435 248 (8,615 ) (55 ) 120,045 22,076 25,400 (139 ) (7,938 ) (2,678 ) 156,766 27,278 (141 ) (27,422 ) (1,196 ) 155,285 2,750 — 1,199 — (351 ) — 3,598 — 1,313 — (219 ) (2,437 ) 2,255 1,120 — (206 ) — 3,169 Other activity for DCDC for the year ended December 31, 2018 consisted of returns of capital originally contributed by the Company . Consists primarily of mark-to-market adjustment on an investment in marketable securities. Digital Cinema Implementation Partners LLC (“DCIP”) On February 12, 2007, the Company, AMC and Regal (the “Exhibitors”) entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. On March 10, 2010, DCIP and its subsidiaries completed an initial financing transaction to enable the purchase, deployment and leasing of digital projection systems to the Exhibitors under equipment lease and installation agreements. On March 31, 2011, DCIP obtained incremental financing necessary to complete the deployment of digital projection systems. DCIP also entered into long-term Digital Cinema Deployment Agreements (“DCDAs”) with six major motion picture studios pursuant to which Kasima LLC, one of DCIP’s subsidiaries, receives a virtual print fee ("VPF") each time the studio books a film or certain other content on the leased digital projection systems. Other content distributors entered into similar DCDAs that provide for the payment of VPFs for bookings of the distributor's content on a leased digital projection system. The DCDAs end on the earlier to occur of (i) the tenth anniversary of the "mean deployment date" for all digital projection systems scheduled to be deployed over a period of up to five years, or (ii) the date DCIP achieves "cost recoupment", each as defined in the DCDAs. Cost recoupment occurs when revenues attributable to the digital projection systems exceed the financing, deployment, administration and other costs associated with the purchase of the digital projection systems. DCIP expects cost recoupment to occur during late 2020. Pursuant to the operating agreement between the Exhibitors and DCIP, DCIP began to distribute excess cash to the Exhibitors upon the payoff of its outstanding debt, which occurred during the year ended December 31, 2019. As of December 31, 2019, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting. Below is summary financial information for DCIP as of and for the years ended December 31, 2017, 2018 and 2019: Revenues Operating income Net income 2017 Year ended December 31, 2018 2019 $ $ $ 177,382 $ 106,687 $ 93,103 $ 172,534 $ 102,236 $ 94,757 $ 171,531 99,812 95,820 F-25 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data As of Current assets Noncurrent assets Current liabilities Noncurrent liabilities Members' equity December 31, 2018 $ $ $ $ $ 57,907 $ 684,545 $ 67,408 $ 125,596 $ 549,448 $ December 31, 2019 51,382 581,547 70,515 190 562,224 As of December 31, 2019, the Company had 3,866 digital projection systems being leased under the master equipment lease agreement with Kasima LLC, which is an indirect subsidiary of DCIP and a related party to the Company. See Note 3 for discussion of the weighted-average remaining lease term and discount rate of equipment operating leases, which includes digital projection systems leased from Kasima, LLC. The Company had the following transactions with DCIP during the years ended December 31, 2017, 2018 and 2019: Equipment lease payments Warranty reimbursements from DCIP Management services fees AC JV, LLC 2017 Year Ended December 31, 2018 2019 $ $ $ 5,743 $ (8,511 ) $ 823 $ 4,862 $ (10,800 ) $ 730 $ 4,399 (11,800 ) 596 During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators to provide additional programs to augment their feature film schedule. The Company paid event fees to AC of $13,950, $12,481 and $15,376 for the years ended December 31, 2017, 2018 and 2019, respectively, which are included in film rentals and advertising costs on the consolidated statements of income. The Company accounts for its investment in AC under the equity method of accounting. Digital Cinema Distribution Coalition The Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”). DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $848, $927 and $896 to DCDC during the years ended December 31, 2017, 2018 and 2019, respectively, related to content delivery services, which is included in film rentals and advertising costs on the consolidated statements of income. The Company accounts for its investment in DCDC under the equity method of accounting. FE Concepts, LLC During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell. In December of 2019, FE Concepts opened a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $ 20,000 and each have a 50% voting interest in FE Concepts. The Company accounts for its investment in FE Concepts under the equity method of accounting. The Company has a theatre services agreement with FE Concepts under which it receives management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $ 64 of related management fees during the year ended December 31, 2019. F-26 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 9. GOODWILL AND OTHER INTANGIBLE ASSETS — NET The Company’s goodwill was as follows: Balance at December 31, 2017 (1) Acquisition of theatres (2) Foreign currency translation adjustments Balance at December 31, 2018 (1) Acquisition of theatres (3) Foreign currency translation adjustments Balance at December 31, 2019 (1) U.S. Operating Segment International Operating Segment $ $ $ 1,174,041 $ — — 1,174,041 $ 8,812 — 1,182,853 $ 110,038 $ 7,204 (14,959 ) 102,283 $ 868 (2,633 ) 100,518 $ Total 1,284,079 7,204 (14,959 ) 1,276,324 9,680 (2,633 ) 1,283,371 (1) (2) (3) Balances are presented net of accumulated impairment losses of $ 214,031 for the U.S. operating segment and $ 27,622 for the international operating segment . Amount represents preliminary purchase price allocation for theatres acquired in Brazil. Amounts represent acquisition of two theatres in the U.S. and final purchase price adjustment for theatres acquired in Brazil during the year ended December 31, 2018. As of December 31, intangible assets-net, consisted of the following: Intangible assets with finite lives: Gross carrying amount Accumulated amortization Total net intangible assets with finite lives Intangible assets with indefinite lives: Tradename and other Total intangible assets — net Balance at January 1, 2018 $ $ $ 105,895 $ (68,869 ) 37,026 $ 299,735 336,761 $ Additions (1) Amortization Other (2) Balance at December 31, 2018 1,203 $ — 1,203 $ 853 2,056 $ — $ (5,734 ) (5,734 ) $ — (5,734 ) $ (1,842 ) $ - (1,842 ) $ (331 ) (2,173 ) $ 105,256 (74,603 ) 30,653 300,257 330,910 Balance at January 1, 2019 Additions (3) Impact of ASC Topic 842 (4) Amortization Other (2) Intangible assets with finite lives: Gross carrying amount Accumulated amortization Total net intangible assets with finite lives Intangible assets with indefinite lives: Tradename and other Total intangible assets — net $ $ $ 105,256 $ (74,603 ) 30,653 $ 300,257 330,910 $ (143 ) $ — (143 ) $ 492 349 $ (4,427 ) $ — — $ — — $ — $ (4,994 ) (4,994 ) $ — (4,994 ) $ Balance at December 31, 2019 (6 ) $ — (6 ) $ (63 ) (69 ) $ 100,680 (79,597 ) 21,083 300,686 321,769 (1) (2) (3) (4) Activity represents preliminary fair values recorded as a result of the acquisition of theatres in Brazil. Amount represents the write-off of fully amortized intangible assets related to non-compete agreements, the acquisition of tradeable liquor licenses, and foreign currency translation adjustments. Amount represents intangible assets recorded as a result of two theatres acquired in the U.S. and final purchase price adjustment for theatres acquired in Brazil during the year ended December 31, 2018. See Note 3 for further discussion of the impact of the adoption of ASC Topic 842. F-27 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Estimated aggregate future amortization expense for intangible assets is as follows: For the year ended December 31, 2020 For the year ended December 31, 2021 For the year ended December 31, 2022 For the year ended December 31, 2023 For the year ended December 31, 2024 Thereafter Total $ $ 5,036 3,127 2,974 2,876 2,876 4,194 21,083 10. IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. See Note 1 for discussion of the Company’s impairment policy. The Company’s long-lived asset impairment losses are summarized in the following table: U.S. theatre properties U.S. theatre operating lease right-of-use assets International theatre properties International theatre operating lease right-of-use assets Impairment of long-lived assets $ $ 2017 5,227 $ — 9,857 — 15,084 $ Year Ended December 31, 2018 18,597 $ — 13,775 — 32,372 $ 2019 36,005 10,457 8,821 1,718 57,001 The long-lived asset impairment charges recorded during each of the periods presented were for certain new concept theatres being developed and tested by the Company and other theatres that were 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. As of December 31, 2019, the estimated aggregate remaining fair value of the long-lived assets impaired during the year ended December 31, 2019 was approximately $62,649. 11. DEFERRED CHARGES AND OTHER ASSETS — NET As of December 31, deferred charges and other assets — net consisted of the following: Long-term prepaid rents (1) Construction and other deposits Equipment to be placed in service Other Total (1) See Note 3 for discussion of impact of the adoption of ASC Topic 842. F-28 December 31, 2018 2019 15,943 $ 8,183 10,466 6,463 41,055 $ — 6,981 12,929 19,204 39,114 $ $ CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 12. LONG-TERM DEBT As of December 31, long-term debt consisted of the following: Cinemark USA, Inc. term loan Cinemark USA, Inc. 5.125% senior notes due 2022 Cinemark USA, Inc. 4.875% senior notes due 2023 Other Total long-term debt Less current portion Less debt issuance costs, net of accumulated amortization of $30,289 and $35,599, respectively Long-term debt, less current portion $ December 31, 2018 2019 652,922 $ 400,000 755,000 1,389 1,809,311 7,984 646,327 400,000 755,000 — 1,801,327 6,595 28,700 1,772,627 $ 23,390 1,771,342 $ Senior Secured Credit Facility Cinemark USA, Inc. has a senior secured credit facility that includes a $700,000 term loan and a $100,000 revolving credit line (the “Credit Agreement”). Cinemark USA, Inc. made the following amendments to its Credit Agreement as follows during 2017 and 2018: Effective Date June 16, 2017 November 28, 2017 March 29, 2018 Nature of Amendment Reduced term loan interest rate by 0.25%; modified certain definitions and other provisions in the Credit Agreement Extended maturity of revolving credit line to December 2022; reduced the interest rate applicable to borrowings under the credit line Extended maturity of term loan to March 2025; reduced term loan interest rate by 0.25%; reduced real property mortgage requirements $ $ $ Debt Issue Costs Paid (1) Loss on Debt Amendment (2) 521 $ 330 $ 190 331 4,962 $ 1,484 (1) (2) Reflected as a reduction of long term debt on the consolidated balance sheet. Reflected as a loss on debt amendments and refinancing on the consolidated statement of income for the year in which the amendments were effective. Under the amended Credit Agreement, quarterly principal payments of $1,649 are due on the term loan through December 31, 2024, with a final principal payment of $613,351 due on March 29, 2025. Subsequent to the March 29, 2018 amendment noted in the table above, interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of 0.75% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of 1.75% per annum. Interest on the revolving credit line accrues, at our option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin that ranges from 0.50% to 1.25% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from 1.50% to 2.25% per annum. The margin of F-29 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement. At December 31, 2019, there was $646,327 outstanding under the term loan and no borrowings outstanding under the revolving credit line. Cinemark USA, Inc. had no borrowings under the revolving credit line during the years ended December 31, 2018 and 2019. After giving effect to a letter of credit outstanding as of December 31, 2019, Cinemark USA, Inc. had $98,870 in available borrowing capacity on the revolving credit line. The average interest rate on outstanding term loan borrowings under the Credit Agreement at December 31, 2019 was approximately 4.2% per annum. Cinemark USA, Inc.’s obligations under the Credit Agreement 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 of certain of Cinemark USA, Inc.’s domestic subsidiaries and 65% of the voting stock of certain of its foreign subsidiaries. The Credit Agreement 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 our ability, to consolidate or merge or liquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; pay dividends or repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving credit line, it is required to keep a consolidated net senior secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.0 to 1. As of December 31, 2019, the Company’s actual ratio was 2.98 to 1. The dividend restriction contained in the Credit Agreement prevents the Company and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined amounts. As of December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,196,752 to its parent company and sole stockholder, Cinemark Holdings, Inc. 4.875% Senior Notes On 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”). Interest on the 4.875% Senior Notes is payable on June 1 and December 1 of each year. The 4.875% Senior Notes mature on June 1, 2023. On March 21, 2016, Cinemark USA, Inc. issued an additional $225,000 aggregate principal amount of the 4.875% Senior Notes, at 99.0% of the principal amount plus accrued and unpaid interest from December 1, 2015. These additional notes have identical terms, other than the issue date, the issue price and the first interest payment date, and constitute part of the same series as Cinemark USA, Inc.’s existing 4.875% Senior Notes. The aggregate principal amount of $755,000 of 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.’s subsidiaries 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 the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior 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. The 4.875% 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 the extent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s Credit Agreement. The F-30 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 4.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee 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 its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,353,829 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 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 the indenture 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 equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 4.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2019 was approximately 6.6 to 1. Cinemark USA, Inc. may redeem the 4.875% Senior Notes in whole or in part at redemption prices specified in the indenture. 5.125% Senior Notes On 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”). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of each year. 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.’s subsidiaries 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 the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior 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 extent of the value of the assets securing such debt, including all borrowings under Cinemark USA, Inc.’s Credit Agreement. The 5.125% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee the 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 its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2019, Cinemark USA, Inc. could have distributed up to approximately $3,347,932 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 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 the indenture 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 equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.125% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2019 was approximately 6.6 to 1. F-31 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Cinemark USA, Inc. may redeem the 5.125% Senior Notes in whole or in part at redemption prices specified in the indenture. Fair Value of Long Term Debt The 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 value hierarchy as defined by FASB ASC Topic 820-10-35. The carrying value of the Company’s long term debt was $ 1,809,311 and $1,801,327 as of December 31, 2018 and 2019. The fair value of the Company’s long term debt was $1,774,066 and $1,826,503 as of December 31, 2018 and 2019, respectively. Covenant Compliance and Debt Maturity As of December 31, 2019, the Company believes it was in full financial compliance with all agreements, including related covenants, governing its outstanding debt. The Company’s long-term debt, excluding unamortized debt issuance costs, at December 31, 2019 matures as follows: 2020 2021 2022 2023 2024 Thereafter Total $ $ 6,595 6,595 406,595 761,595 6,595 613,352 1,801,327 Interest Rate Swap Agreements The Company is currently a party to three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan debt and qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on the Company’s consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. The changes in fair value are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings. The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparty to the interest rate swap agreement and the fixed rates that the Company is obligated to pay under the agreement. Therefore, the Company’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. See Note 13 for a summary of unrealized gains or losses recorded in accumulated other comprehensive loss. Below is a summary of the Company’s interest rate swap agreements designated as cash flow hedges as of December 31, 2019: Notional Amount $ $ $ 175,000 137,500 137,500 Effective Date December 31, 2018 December 31, 2018 December 31, 2018 Pay Rate 2.751% 2.765% 2.746% Receive Rate 1-Month LIBOR 1-Month LIBOR 1-Month LIBOR Expiration Date December 31, 2022 December 31, 2022 December 31, 2022 Total $ $ $ $ Estimated Fair Value at December 31, 2019 (1) 6,213 4,956 4,826 15,995 (1) Approximately $ 5,253 is included in accrued other current liabilities and $ 10,742 is included in other long-term liabilities on the consolidated balance sheet as of December 31, 2019. F-32 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data The total estimated fair value of the interest rate swaps of $15,995, net of deferred taxes of $3,935, is reflected in accumulated other comprehensive loss for the year ended December 31, 2019. 13. FAIR VALUE MEASUREMENTS The Company determines fair value measurements in accordance with FASB ASC Topic 820, which establishes a fair value hierarchy under which an asset 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 Topic 820 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; and Level 3 – unobservable and should be used to measure fair value to the extent that observable inputs are not available. Below is a summary of liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as of December 31, 2019: Description Interest rate swap liabilities Carrying Value Level 1 Fair Value Level 2 Level 3 $ (15,995) $ — $ — $ (15,995) Below is a reconciliation of the beginning and ending balance for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Beginning balance - January 1 Total loss included in accumulated other comprehensive loss Settlements included in interest expense Ending balance - December 31 (1) Represents interest rate swap liabilities. See Note 12 for further discussion. Liabilities (1) 2019 $ $ 5,093 13,039 (2,137 ) 15,995 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 1 and Note 10). Additionally, the Company uses the market approach to estimate the fair value of its long-term debt (see Note 12). There were no changes 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, 2017, 2018 and 2019. 14. FOREIGN CURRENCY TRANSLATION The accumulated other comprehensive loss account in stockholders’ equity of $319,007 and $340,112 at December 31, 2018 and 2019, respectively, includes the cumulative foreign currency losses of $315,300 and $328,053, respectively, from translating the financial statements of the Company’s international subsidiaries and the change in fair values of the Company’s interest rate swap agreements designated as hedges. As of December 31, 2019, all foreign countries where the Company has operations, other than Argentina, are non-highly inflationary, and the local currency is the same as the functional currency in all of the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss. The Company deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of F-33 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data the reporting entity. The financial statements of the Company’s Argentina subsidiaries has been remeasured in U.S. dollars in accordance with ASC Topic 830, Foreign Currency Matters, effective beginning July 1, 2018. Below is a summary of the impact of translating the financial statements of all of the Company’s international subsidiaries as of and for the years ended December 31, 2017, 2018 and 2019. Country Brazil Argentina (1) Colombia Chile Peru All other Exchange Rate as of December 31, 2018 2017 2019 3.31 18.65 2,936.67 615.97 3.24 3.88 37.68 3,249.75 694.74 3.39 4.02 $ 59.89 3,277.14 736.86 3.37 Other Comprehensive Income (Loss) For the Year Ended December 31, 2017 2018 (1) 2019 (1) $ (4,567 ) (8,200 ) 246 5,672 2,752 (869 ) $ (34,086 ) (14,357 ) (1,795 ) (8,924 ) (2,136 ) (955 ) (62,253 ) $ (8,140 ) — (362 ) (5,158 ) 257 650 (12,753 ) (1) For Argentina, represents the cumulative comprehensive loss recorded through June 30, 2018. The impact of translating Argentina financial results to U.S. dollars, subsequent to June 30, 2018, has been recorded in foreign currency exchange gain (loss) on the Company’s consolidated statements of income. Losses of $1,463 and $ 3,707 were recorded for the years ended December 31, 2018 and 2019, respectively. $ (4,966 ) $ During the year ended December 31, 2017, the Company reclassified $1,551 of cumulative foreign currency translation adjustments, related to a Canadian subsidiary that was liquidated, from accumulated other comprehensive loss to foreign currency exchange gain (loss) on the consolidated statement of income. During the year ended December 31, 2018, the Company reclassified $518 of cumulative foreign currency translation adjustments, related to the settlement of an intercompany note between a domestic and an international subsidiary, from accumulated other comprehensive loss to foreign currency exchange gain (loss) on the consolidated statement of income. 15. NONCONTROLLING INTERESTS IN SUBSIDIARIES Noncontrolling interests in subsidiaries of the Company were as follows at December 31: Cinemark Partners II — 24.6% interest (in one theatre) Laredo Theatres – 25% interest (in two theatres) Greeley Ltd. — 49% interest (in one theatre) Other Total December 31, 2018 2019 8,152 $ 2,308 1,411 508 12,379 $ 7,953 2,139 1,908 508 12,508 $ $ There were no changes in the Company’s ownership interest in its subsidiaries during the years ended December 31, 2017, 2018 and 2019. 16. CAPITAL STOCK Common Stock — Common stockholders are entitled to vote on all matters submitted to a vote of the Company’s stockholders. Subject to the rights of holders of any then outstanding shares of the Company’s preferred stock, the Company’s common stockholders are entitled to dividends declared 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 and outstanding shares of preferred stock. F-34 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 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 senior secured credit facility, which also significantly restricts the ability of certain of the Company’s subsidiaries to pay dividends directly or indirectly to the Company. See Note 12 for discussion of restrictions contained within the debt agreements of the Company’s subsidiaries. Treasury Stock — Treasury stock represents shares of common stock repurchased by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of the Company’s treasury stock activity for the years ended December 31, 2017, 2018 and 2019. Balance at January 1, 2017 Restricted stock withholdings (1) Restricted stock forfeitures (2) Balance at December 31, 2017 Restricted stock withholdings (1) Restricted stock forfeitures (2) Balance at December 31, 2018 Restricted stock withholdings (1) Restricted stock forfeitures (2) Balance at December 31, 2019 Number of Treasury Shares 4,447,002 68,527 10,341 4,525,870 75,801 24,520 4,626,191 59,060 26,608 4,711,859 $ $ $ $ Cost 73,411 2,943 — 76,354 2,905 — 79,259 2,308 — 81,567 (1) (2) The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. The Company determined the number of shares to be withheld based upon market values that ranged from $29.17 to $ 44.44 per share. The Company repurchased forfeited restricted shares at a cost of $ 0.001 per share in accordance with the 2017 Omnibus Plan. As of December 31, 2019, the Company had no plans to retire any shares of its treasury stock. Restricted Stock — Below is a summary of restricted stock activity for the years ended December 31, 2017, 2018 and 2019: Outstanding at January 1 Granted Vested Forfeited Outstanding at December 31 Year Ended December 31, 2017 Year Ended December 31, 2018 Year Ended December 31, 2019 Shares of Restricted Stock 606,618 $ 246,534 $ (192,230 ) $ (10,341 ) $ 650,581 $ Weighted Average Grant Date Fair Value Shares of Restricted Stock Weighted Average Grant Date Fair Value 33.51 41.70 36.26 33.48 35.81 650,581 $ 328,734 $ (250,442 ) $ (24,520 ) $ 704,353 $ 35.81 38.72 31.27 38.62 38.68 Shares of Restricted Stock 704,353 $ 315,899 $ (209,821 ) $ (26,608 ) $ 783,823 $ Weighted Average Grant Date Fair Value 38.68 37.34 41.10 37.69 37.53 During the year ended December 31, 2019, the Company granted 315,899 shares of restricted stock to directors and employees of the Company. The fair value of the restricted stock granted was determined based on the market value of the Company’s common stock on the dates of grant, which ranged from $ 34.01 to $41.61 per share. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards. Restricted stock granted to directors vests over a one-year period. Restricted stock granted to employees vests over periods ranging from one year to four years based on continued service. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period. F-35 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Below is a summary of restricted stock award activity recorded for the periods indicated. Compensation expense recognized during the period Fair value of restricted shares that vested during the period Income tax deduction upon vesting of restricted stock awards 2017 Year Ended December 31, 2018 2019 $ $ $ 8,384 $ 8,172 $ 2,667 $ 9,655 $ 9,501 $ 1,744 $ 10,185 8,024 1,516 As of December 31, 2019, the remaining unrecognized compensation expense related to these restricted stock awards was approximately $15,524. The weighted average period over which this remaining compensation expense will be recognized is approximately two years. Restricted Stock Units — During the years ended December 31, 2017, 2018 and 2019, the Company granted restricted stock units representing 175,634, 228,194 and 306,651 hypothetical shares of common stock, respectively, to employees. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) for a two year measurement period, as defined in the award agreement, based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments (as defined in the restricted stock unit award agreement). The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. As an example, if the Company achieves an IRR equal to 9.0% for the 2017 grant, the number of restricted stock units 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. All payouts 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 participant continues 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 the target IRR level in determining the amount of compensation expense to record for such grants. If and when additional information becomes available to indicate that something other than the target IRR level will be achieved, the Company adjusts compensation expense on a prospective basis over the remaining service period. The Company assumed forfeiture rates ranging from 0% to 5% for the restricted stock unit awards granted during 2017, 2018 and 2019. Restricted stock 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 units that could vest under restricted stock unit awards granted during the years ended December 31, 2017, 2018 and 2019 at each of the three levels of financial performance (excluding forfeitures): at threshold IRR at target IRR at maximum IRR 2017 Granted During the Year Ended December 31, 2018 2019 Number of Units Value at Grant(1) Number of Units Value at Grant(1) Number of Units Value at Grant(1) 58,545 $ 117,089 $ 175,634 $ 2,481 4,961 7,442 76,065 $ 152,129 $ 228,194 $ 2,967 5,938 8,906 136,285 $ 204,427 $ 306,651 $ 5,011 7,517 11,276 (1) The grant date fair value for units issued during the year ended December 31, 2017 was $ 42.37. The grant date fair values for the units issued during the year ended December 31, 2018 ranged from $37.55 to $ 39.03. The grant date fair value for units issued during the year ended December 31, 2019 was $36.77 per share. F-36 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Below is a summary of activity for restricted stock unit awards for the periods indicated: Number of restricted stock unit awards that vested during the period Fair value of restricted stock unit awards that vested during the period Accumulated dividends paid upon vesting of restricted stock unit awards Compensation expense recognized during the period Income tax benefit recognized upon vesting of restricted stock unit awards $ $ $ $ 2017 Year Ended December 31, 2018 97,115 127,084 4,155 $ 558 $ 4,297 $ 1,745 $ 4,846 $ 526 $ 4,681 $ 708 $ 2019 90,895 3,658 386 4,430 397 During the year ended December 31, 2019, the Company modified the performance target levels for the restricted stock unit awards granted during February 2017 and February 2018 for all participants other than certain executive officers. The modification adjusted the threshold, target and maximum IRR levels from 7.0%, 9.5% and 13.0%, respectively, to 6.0% , 8.0% and 14.0%, respectively. The Company accounted for the change in performance measures as modifications of each award, and recorded a reduction to compensation expense of $132 at the time of the modification. Simultaneous with the modification of the restricted stock unit awards granted during February 2017, the Company determined that the final IRR reached for the respective measurement period was 9.3%, which resulted in a reduction in compensation expense of approximately $563. The current financial performance factors and respective vesting rates for each of the 2017, 2018 and 2019 grants are as follows: Threshold IRR Target IRR Maximum IRR Year Ended December 31, 2018 6.0% 8.0% 14.0% 2017 6.0% 8.0% 14.0% 2019 6.0% 8.0% 14.0% Percentage of Shares Vesting 33.3% 66.6% 100.0% As of December 31, 2019, the Company had restricted stock units outstanding that represented a total 749,895 hypothetical shares of common stock, net of actual cumulative forfeitures of 6,195 units, assuming the maximum IRR is achieved for all of the outstanding restricted stock unit awards. As of December 31, 2019, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $9,872, which reflects an IRR level of 7.2% that was achieved for the 2016 grant, an IRR level of 9.3% that was achieved for the 2017 grant and an IRR level of 8.0% that is estimated for the 2018 and 2019 grants. The weighted average period over which this remaining compensation expense will be recognized is approximately two years. F-37 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data 17. SUPPLEMENTAL CASH FLOW INFORMATION The following is provided as supplemental information to the consolidated statements of cash flows: Cash paid for interest Cash paid for income taxes, net of refunds received Noncash investing and financing activities: Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment (1) Theatre properties acquired under finance leases Investment in NCM – receipt of common units (see Note 7) Interest expense - NCM (see Notes 4 and 7) Dividends accrued on unvested restricted stock unit awards Year Ended December 31, 2018 2017 2019 99,232 $ 95,043 $ 98,411 $ 64,199 $ 93,907 88,670 9,349 $ 46,727 $ (5,728 ) $ 18,851 $ 22,013 21,535 18,363 $ — $ (558 ) $ 5,012 $ (19,724 ) $ (624 ) $ 1,552 (28,624 ) (670 ) $ $ $ $ $ $ $ (1) Additions to theatre properties and equipment included in accounts payable as of December 31, 2018 and 2019 were $37,004 and $14,991, respectively. 18. INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made changes to the U.S. tax code, which included (1) reduced U.S. corporate tax rate from 35 percent to 21 percent, (2) generally eliminated U.S. federal income taxes on dividends from foreign subsidiaries, (3) a one-time transition tax on certain undistributed earnings of foreign subsidiaries, and (4) created new taxes on certain foreign-sourced earnings. As of December 31, 2018, the amounts recorded for the Tax Act were final for the 2017 transition tax, the remeasurement of deferred taxes and the Company’s reassessment of valuation allowances. The Company’s provision for federal and foreign income tax expense for continuing operations consisted of the following: Income before income taxes: U.S. Foreign Total 2017 Year Ended December 31, 2018 2019 $ $ 280,535 $ 64,842 345,377 $ 289,727 $ 21,007 310,734 $ 235,571 38,189 273,760 F-38 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Current and deferred income taxes were as follows: Current: Federal Foreign State Total current expense Deferred: Federal Foreign State Total deferred taxes Income taxes 2017 Year Ended December 31, 2018 2019 $ $ $ $ $ 54,435 $ 29,306 10,632 94,373 $ (14,046 ) $ (4,270 ) 3,301 (15,015 ) $ 79,358 $ 46,826 $ 11,822 13,594 72,242 $ 27,055 $ (6,166 ) 2,298 23,187 $ 95,429 $ 45,247 24,022 12,486 81,755 (298 ) 5 (1,550 ) (1,843 ) 79,912 A reconciliation between income tax expense and taxes computed by applying the applicable statutory federal income tax rate to income before income taxes follows: 2017 Year Ended December 31, 2018 2019 Computed statutory tax expense State and local income taxes, net of federal income tax impact Changes in valuation allowance Foreign tax rate differential Foreign dividends Foreign tax credits Impacts related to 2017 Tax Act (1)(2) Changes in uncertain tax positions Other — net Income taxes $ $ 120,882 $ 12,786 44 (245 ) 13,662 (21,647 ) (44,889 ) 983 (2,218 ) 79,358 $ 65,254 $ 12,611 131 2,235 — 3,927 19,180 (6,139 ) (1,770 ) 95,429 $ 57,490 8,479 2,532 4,646 — 4,143 — 197 2,425 79,912 (1) (2) The amount for the year ended December 31, 2018 includes a one-time charge to true-up deferred taxes of $ 1,913 and a reduction in deferred tax assets with regard to foreign tax credit carryforwards of $17,267. The amount for the year ended December 31, 2017 includes a one-time benefit due to re-measurement of net deferred tax liabilities using a lower U.S. corporate tax rate and a reassessment of permanently reinvested earnings of ($79,834), a deemed repatriation tax of $ 14,512, and a reduction in deferred tax assets with regard to foreign tax credit carryforwards of $ 20,433. As of December 31, 2019, the Company had approximately $432,994 of accumulated undistributed earnings and profits, approximately $370,389 of which was subject to the one-time transition tax pursuant to the Tax Act. Any additional tax due on the repatriation of previously taxed earnings would generally be foreign withholding and U.S. state income taxes. The Company does not intend to repatriate these offshore earnings and profits, and therefore has not recorded any deferred taxes on such earnings. The Company considers any excess of the amount for financial reporting over the tax basis of its investment in its foreign subsidiaries to be indefinitely reinvested. At this time, the determination of deferred tax liabilities on this amount is not practicable. F-39 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Deferred Income Taxes The tax effects of significant temporary differences and tax loss and tax credit carryforwards comprising the net long-term deferred income tax liabilities as of December 31, 2018 and 2019 consisted of the following: Deferred liabilities: Theatre properties and equipment Operating lease right-of-use assets Intangible asset — other Intangible asset — tradenames Investment in partnerships Total deferred liabilities Deferred assets: Deferred lease expenses Deferred revenue - NCM Deferred revenue - Other Gift Cards Operating lease obligations Finance lease obligations Tax impact of items in accumulated other comprehensive income Other tax loss carryforwards Other tax credit carryforwards Other expenses, not currently deductible for tax purposes Total deferred assets Net deferred income tax liability before valuation allowance Valuation allowance against deferred assets – non-current Net deferred income tax liability Net deferred tax (asset) liability — Foreign Net deferred tax liability — U.S. Total December 31, 2018 2019 $ 158,797 $ — 33,561 73,261 63,217 328,836 13,464 86,035 4,153 6,173 — 63,895 2,237 15,608 42,989 17,755 252,309 76,527 54,725 131,252 $ (5,449 ) $ 136,701 131,252 $ $ $ $ 138,382 322,750 39,282 72,821 62,914 636,149 — 85,362 9,953 7,402 336,034 34,956 5,131 17,053 46,577 21,573 564,041 72,108 60,359 132,467 (4,539 ) 137,006 132,467 A significant portion of our foreign tax credit carryforwards expire in 2024. Some foreign net operating losses expired in 2019; however, some losses may be carried forward indefinitely. State net operating losses may be carried forward for periods of between five and twenty years with the last expiring year being 2037. The Company’s valuation allowance changed from $54,725 at December 31, 2018 to $60,359 at December 31, 2019 (see Note 22). The change was a result of an increase for foreign tax credit carryovers and certain foreign net operating losses, partially offset by a decrease for state net operating losses. F-40 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Uncertain Tax Positions The following is a reconciliation of the total amounts of unrecognized tax benefits excluding interest and penalties, for the years ended December 31, 2017, 2018 and 2019: Balance at January 1, Gross increases - tax positions in prior periods Gross decreases - tax positions in prior periods Gross increases - current period tax positions Settlements Foreign currency translation adjustments Balance at December 31, 2017 Year Ended December 31, 2018 2019 $ $ 17,403 $ 92 (12 ) 265 (177 ) 695 18,266 $ 18,266 $ — (143 ) 424 (7,191 ) (795 ) 10,561 $ 10,561 1 — 202 (522 ) (7 ) 10,235 The Company had $13,953 and $14,294 of unrecognized tax benefits, including interest and penalties, as of December 31, 2018 and 2019, respectively. Of these amounts, $13,953 and $14,294 represent the amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate for the years ended December 31, 2018 and 2019, respectively. The Company had $3,390 and $4,058 accrued for interest and penalties as of December 31, 2018 and 2019, respectively. The Company believes that it is reasonably possible that certain tax positions related to its unrecognized tax benefits will be effectively settled within the next twelve months. The Company estimates a potential decrease of $9,494 to its unrecognized tax benefits and a corresponding decrease in accrued interest of $3,952. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in certain state and foreign jurisdictions and are routinely under audit by many different tax authorities. The Company believes that its accrual for tax liabilities is adequate for all open audit years based on its assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. The Company is no longer subject to income tax audits from the Internal Revenue Service for years before 2017. The Company is no longer subject to state income tax examinations by tax authorities in its major state jurisdictions for years before 2015. 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 years before 2006. The Company is currently under audit in the non-U.S. tax jurisdiction of Brazil. 19. COMMITMENTS AND CONTINGENCIES Employment Agreements — As of December 31, 2019, the Company had employment agreements with Lee Roy Mitchell, Mark Zoradi, Sean Gamble, Valmir Fernandes and Michael Cavalier. The employment agreements for Messrs. Mitchell, Gamble, Fernandes and Cavalier are subject to automatic extensions for a one year period, unless the employment agreements are terminated. The employment agreement for Mr. Zoradi will expire on December 31, 2020 unless extended by the Company and Mr. Zoradi. The base salaries stipulated in the employment agreements are subject to review at least annually during the term of the agreements for increase (but not decrease) by the Company’s Compensation Committee. Management personnel subject to these employment agreements are eligible to receive annual cash incentive bonuses upon the Company meeting certain performance targets established by the Compensation Committee within the first 90 days of the fiscal year. Retirement Savings Plan — The Company has a 401(k) retirement savings plan (“401(k) Plan”) for the benefit of all eligible employees and makes matching contributions as determined annually in accordance with the 401(k) Plan. Employer matching contribution payments of $5,076 and $6,052 were made during 2018 and 2019, respectively. A liability of approximately $ 1,539 was recorded at December 31, 2019 for employer contribution payments to be made in 2020 for the remaining amounts owed for plan year 2019. Legal Proceedings F-41 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Intertrust Technologies Corporation (“Intertrust”) v. Cinemark Holdings, Inc., Regal, AMC, et al. This case was filed against the Company on August 7, 2019 in the Eastern District of Texas – Marshall Division alleging patent infringement. The Company firmly maintains that the contentions of the Plaintiff are without merit and will vigorously defend itself against the lawsuit. Although the Company does not believe that it has infringed on any of Intertrust’s patents, it cannot predict the outcome of this litigation. Flagship Theatres of Palm Desert, LLC d/b/a Cinemas Palme D’Or v. Century Theatres, Inc., and Cinemark USA, Inc.; Superior Court of the State of California, County of Los Angeles. Plaintiff in this case alleges that the Company violated California antitrust and unfair competition laws by engaging in “circuit dealing” with various motion picture distributors and tortiously interfered with Plaintiff’s business relationships. Plaintiff seeks compensatory damages, trebling of those damages under California law, punitive damages, injunctive relief, attorneys’ fees, costs and interest. Plaintiff also alleges that the Company’s conduct ultimately resulted in closure of its theatre in June 2016. The Company denied the allegations. In 2008, the Company moved for summary judgment on Plaintiff’s claims, arguing primarily that clearances between the theatres at issue were lawful and that Plaintiff lacked proof sufficient to support certain technical elements of its antitrust claims. The trial court granted that motion and dismissed Plaintiff’s claims. Plaintiff appealed and, in 2011, the Court of Appeal reversed, holding, among other things, that Plaintiff’s claims were not about the illegality of clearances but were focused, instead, on “circuit dealing.” Having re-framed the claims in that manner, the Court of Appeal held that the trial court’s decision to limit discovery to the market where the theatres at issue operated was an error, as “circuit dealing” necessarily involves activities in different markets. Upon return to the trial court, the parties engaged in additional, broadened discovery related to Plaintiff’s “circuit dealing” claim. Thereafter, the Company moved again for summary judgment on all of Plaintiff’s claims. That new motion for summary judgment was pending when, on or about April 11, 2014, the trial court granted the Company’s motion for terminating sanctions and entered a judgment dismissing the case with prejudice. Plaintiff then appealed that second dismissal, seeking to have the judgment reversed and the case remanded to the trial court. The Court of Appeal issued a ruling on May 24, 2016, reversing the granting of terminating sanctions and instead imposed a lesser evidentiary and damages preclusion sanction. The case returned to the trial court on October 6, 2016. On May 10, 2018, after a five-week jury trial, the jury found no liability on one circuit dealing claim and awarded Plaintiff damages on the other claim, which are tripled for antitrust damage awards. Plaintiff would also be entitled to certain court costs and to seek at least some portion of its attorney’s fees. During 2018, the Company recorded a litigation reserve based on the jury award, court costs and attorney’s fees. The trial court denied a motion for a judgment notwithstanding the verdict and a motion for a new trial. The Company has appealed the judgment. Although the Company denies that it engaged in any form of circuit dealing, it cannot predict the outcome of its pending motions or future appeals. Civil Investigative Demand. The Company received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice. The CID relates to an 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 General of 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 other major theatre circuits and related joint ventures. The Company intends to fully cooperate with all federal and state government agencies. Although the Company does not believe that it has violated any federal or state antitrust or competition laws, it cannot predict the ultimate scope, duration or outcome of these investigations. From time to time, the Company is involved in other various legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance or by indemnification 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. SEGMENTS The Company manages its international market and its U.S. market as separate reportable operating segments, with the international segment consisting of operations in Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenues. The Company uses Adjusted F-42 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data EBITDA, as shown in the reconciliation table below, as the primary measure of segment profit and loss to evaluate performance and allocate its resources. The Company does not report asset information by segment because that information is not used to evaluate Company performance or allocate resources between segments. Below is a breakdown of select financial information by reportable operating segment: 2017 Year Ended December 31, 2018 2019 Revenues U.S. International Eliminations Total revenues Adjusted EBITDA (1) U.S. International Total Adjusted EBITDA Capital expenditures U.S. International Total capital expenditures $ $ $ $ $ $ (1) Distributions from equity investees are reported entirely within the U.S. operating segment. The following table sets forth a reconciliation of net income to Adjusted EBITDA: $ 2,236,237 769,436 (14,126 ) $ 2,991,547 $ 2,551,719 682,778 (12,762 ) $ 3,221,735 558,182 165,576 723,758 321,040 59,822 380,862 $ $ $ $ 648,576 132,941 781,517 270,870 75,203 346,073 $ $ $ $ 2,594,246 702,196 (13,343 ) 3,283,099 615,161 129,884 745,045 230,561 73,066 303,627 Net income Add (deduct): Income taxes Interest expense (1)(2) Loss on debt amendments and refinancing Other income (3) Distributions from DCIP (4) Other cash distributions from equity investees (5) Depreciation and amortization (2) Impairment of long-lived assets Loss on disposal of assets and other Non-cash rent expense (6) Deferred lease expenses (2) Amortization of long-term prepaid rents (2) Share based awards compensation expense 2017 Year Ended December 31, 2018 2019 $ 266,019 $ 215,305 $ 193,848 79,358 105,918 521 (43,127 ) 5,864 20,109 237,513 15,084 22,812 — (1,268 ) 2,274 12,681 723,758 $ 95,429 109,994 1,484 (18,472 ) 5,799 24,344 261,162 32,372 38,702 — (1,320 ) 2,382 14,336 781,517 $ 79,912 99,941 — (22,441 ) 23,696 29,670 261,155 57,001 12,008 (4,360 ) — — 14,615 745,045 Adjusted EBITDA (2) $ (1) (2) (3) (4) (5) Includes amortization of debt issue costs. Amounts for the year ended December 31, 2019 were impacted by the adoption of ASC Topic 842 and the resulting change in the classification of certain of the Company’s leases. See Note 3 for further discussion. Includes interest income, foreign currency exchange gain (loss), interest expense – NCM and equity in income of affiliates and excludes distributions from NCM. See discussion of cash distributions from DCIP, which were recorded as a reduction of the Company’s investment in DCIP, at Note 8. These distributions are reported entirely within the U.S. operating segment. Includes cash distributions received from equity investees, other than those from DCIP noted above, that were recorded as a reduction of the respective investment balances (see Notes 7 and 8). These distributions are reported entirely within the U.S. operating segment. F-43 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data (6) The adoption of ASC Topic 842 impacted how the Company amortizes lease related assets and liabilities such as deferred lease expenses, favorable and unfavorable lease intangible assets, long-term prepaid rents and deferred lease incentives. Beginning January 1, 2019, these items are amortized to facility lease expense for theatre operating leases and utilities and other for equipment operating leases. See Note 3 for discussion of the impact of ASC Topic 842. Financial Information About Geographic Area Below is a breakdown of select financial information by geographic area: Revenues U.S. Brazil Other international countries Eliminations Total Theatre Properties and Equipment-net U.S. Brazil Other international countries Total 2017 Year Ended December 31, 2018 2019 $ $ 2,236,237 $ 341,485 427,951 (14,126 ) 2,991,547 $ 2,551,719 $ 283,009 399,769 (12,762 ) 3,221,735 $ 2,594,246 302,074 400,122 (13,343 ) 3,283,099 December 31, 2018 December 31, 2019 $ $ 1,479,603 $ 140,570 212,960 1,833,133 $ 1,436,275 118,367 180,605 1,735,247 21. RELATED PARTY TRANSACTIONS The Company manages theatres for Laredo Theatres, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnership interests 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 8% of the Company’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 $586, $654 and $694 of management fee revenues during the years ended December 31, 2017, 2018 and 2019, respectively. All such amounts are included in the Company’s consolidated financial statements with the intercompany amounts eliminated in consolidation. The Company has an Aircraft Time Sharing Agreement with Copper Beech Capital, LLC to use, on occasion, a private aircraft owned by Copper Beech Capital, LLC. Copper Beech Capital, LLC is owned by Mr. Mitchell and his wife, Tandy Mitchell. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Company reimburses Copper Beech Capital, LLC the actual costs of fuel usage and the expenses of the pilots, landing fees, storage fees and similar expenses incurred during the trip. For the years ended December 31, 2017, 2018 and 2019, the aggregate amounts paid to Copper Beech Capital, LLC for the use of the aircraft was approximately $131, $68 and $114, respectively. The Company holds events for its employees and their families at Pinstack, an entertainment facility, at various times throughout the year. Pinstack is majority-owned by Mr. Mitchell and his wife, Tandy Mitchell. In connection with these events, the Company paid Pinstack approximately $ 36 and $5 during the years ended December 31, 2017 and 2018, respectively. F-44 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data The Company currently leases 14 theatres and one parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy. Raymond Syufy is one of the Company’s directors and is an officer of the general partner of Syufy. Of these 15 leases, 14 have fixed minimum annual rent. The one lease without minimum annual rent has rent based upon a specified percentage of gross sales as defined in the lease. For the years ended December 31, 2017, 2018 and 2019, the Company paid total rent of approximately $22,483, $23,447 and $25,678, respectively, to Syufy. During 2019, the Company began providing digital equipment support to drive-in theatres owned by Syufy. The Company recorded approximately $30 of management fees related to these services during the year ended December 31, 2019. The Company has a 50% voting interest in FE Concepts, a joint venture with AWSR, an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts operates a family entertainment center that offers bowling, gaming, movies and other amenities. See Note 8 for further discussion. The Company has a theatre services agreement with FE Concepts under which the Company receives management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $64 of management fees during the year ended December 31, 2019. The Company held its 2019 holiday party at the facility owned by FE Concepts for which the Company paid FE Concepts $78 in event fees. 22. VALUATION AND QUALIFYING ACCOUNTS The Company’s valuation allowance for deferred tax assets for the years ended December 31, 2017, 2018 and 2019 were as follows: Balance at January 1, 2017 Additions Deductions Balance at December 31, 2017 Additions Deductions Balance at December 31, 2018 Additions Deductions Balance at December 31, 2019 Valuation Allowance for Deferred Taxes $ $ $ $ 14,524 21,347 (625 ) 35,246 22,005 (2,526 ) 54,725 7,611 (1,977 ) 60,359 23. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Revenues Operating income Net income Net income attributable to Cinemark Holdings, Inc. Net income per share attributable to Cinemark Holdings, Inc.’s common stockholders: Basic Diluted $ $ $ $ $ $ First Quarter Second Quarter 2018 Third Quarter Fourth Quarter 779,971 102,242 62,177 62,021 $ $ $ $ 889,053 126,668 82,464 82,135 $ $ $ $ 754,235 82,738 50,621 50,228 $ $ $ $ 798,476 76,703 20,043 19,443 $ $ $ $ Full Year 3,221,735 388,351 215,305 213,827 0.53 0.53 $ $ 0.70 0.70 $ $ 0.43 0.43 $ $ 0.17 0.17 $ $ 1.83 1.83 F-45 CINEMARK HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands, except share and per share data Revenues Operating income Net income Net income attributable to Cinemark Holdings, Inc. Net income per share attributable to Cinemark Holdings, Inc.’s common stockholders: Basic Diluted $ $ $ $ $ $ First Quarter Second Quarter 2019 (1) Third Quarter Fourth Quarter 714,723 57,368 33,193 32,728 $ $ $ $ 957,756 156,052 101,861 100,971 $ $ $ $ 821,817 58,531 31,955 31,353 $ $ $ $ 788,803 66,436 26,839 26,334 $ $ $ $ Full Year 3,283,099 338,387 193,848 191,386 0.28 0.28 $ $ 0.86 0.86 $ $ 0.27 0.27 $ $ 0.22 0.22 $ $ 1.63 1.63 (1) See Note 3 for discussion of the impact of ASC 842 that was effective January 1, 2019. 24. SUBSEQUENT EVENTS On February 21, 2020, the Company’s board of directors approved a cash dividend for the fourth quarter of 2019 of $0.36 per share of common stock payable to stockholders of record on March 6, 2020. The dividend will be paid on March 20, 2020. ***** F-46 SCHEDULE 1 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT CINEMARK HOLDINGS, INC. PARENT COMPANY BALANCE SHEETS (In thousands, except share data) Assets Cash and cash equivalents Prepaid assets and other Investment in subsidiaries Total assets Liabilities and equity Liabilities Accrued other current liabilities, including accounts payable to subsidiaries Other long-term liabilities Total liabilities Commitments and contingencies (see Note 6) Equity Common stock, $0.001 par value: 300,000,000 shares authorized, 121,456,721 shares issued and 116,830,530 shares outstanding at December 31, 2018 and 121,863,515 shares issued and 117,151,656 shares outstanding at December 31, 2019 Additional paid-in-capital Treasury stock, 4,626,191 and 4,711,859 shares, at cost, at December 31, 2018 and December 31, 2019, respectively Retained earnings Accumulated other comprehensive loss Total equity Total liabilities and equity December 31, 2018 December 31, 2019 $ $ $ 6 $ 11 1,417,256 1,417,273 $ 20,165 $ 917 21,082 121 1,155,424 (79,259 ) 638,912 (319,007 ) 1,396,191 $ 1,417,273 $ 97 — 1,461,701 1,461,798 24,948 1,036 25,984 122 1,170,039 (81,567 ) 687,332 (340,112 ) 1,435,814 1,461,798 The accompanying notes are an integral part of the condensed financial information of the registrant. S-1 CINEMARK HOLDINGS, INC. PARENT COMPANY STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2017, 2018 and 2019 (in thousands) Revenues Cost of operations Operating loss Other income Loss before income taxes and equity in income of subsidiaries Income taxes Equity in income of subsidiaries, net of taxes Net income 2017 2018 2019 $ $ — 2,367 (2,367 ) 6 (2,361 ) 897 265,644 264,180 $ $ — 2,535 (2,535 ) 22 (2,513 ) 605 215,735 213,827 $ $ — 2,556 (2,556 ) 20 (2,536 ) 609 193,313 191,386 The accompanying notes are an integral part of the condensed financial information of the registrant. S-2 CINEMARK HOLDINGS, INC. PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2017, 2018 and 2019 (In thousands) Net income Other comprehensive income (loss), net of tax Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $0, $1,243 and $2,692, net of settlements Other comprehensive income (loss) in equity method investments Foreign currency translation adjustments Total other comprehensive loss, net of tax Comprehensive income attributable to Cinemark Holdings, Inc. 2017 2018 2019 $ 264,180 $ 213,827 $ 191,386 - 248 (4,966 ) (4,718 ) 259,462 $ (3,851 ) (139 ) (62,253 ) (66,243 ) 147,584 $ (8,210 ) (142 ) (12,753 ) (21,105 ) 170,281 $ The accompanying notes are an integral part of the condensed financial information of the registrant. S-3 CINEMARK HOLDINGS, INC. PARENT COMPANY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017, 2018 and 2019 (in thousands) Operating Activities Net income Adjustments to reconcile net income to cash provided by operating activities: Share based awards compensation expense Equity in income of subsidiaries Changes in other assets and liabilities Net cash provided by operating activities Investing Activities Dividends received from subsidiaries Net cash provided by investing activities Financing Activities Dividends paid to stockholders Payroll taxes paid as a result of noncash stock option exercises Net cash used for financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents: Beginning of period End of period 2017 2018 2019 $ 264,180 $ 213,827 $ 191,386 857 (265,644 ) 4,164 3,557 134,500 134,500 (135,079 ) (2,943 ) (138,022 ) 35 920 (215,735 ) 4,509 3,521 148,750 148,750 (149,492 ) (2,905 ) (152,397 ) (126 ) $ 97 132 $ 132 6 $ 920 (193,313 ) 4,237 3,230 158,450 158,450 (159,281 ) (2,308 ) (161,589 ) 91 6 97 The accompanying notes are an integral part of the condensed financial information of the registrant. S-4 CINEMARK HOLDINGS, INC. NOTES TO PARENT COMPANY FINANCIAL STATEMENTS In thousands, except share and per share data 1. BASIS OF PRESENTATION Cinemark Holdings, Inc. conducts substantially all of its operations through its subsidiaries. These statements should be read in conjunction with the Company’s consolidated financial statements and notes included elsewhere in this annual report on Form 10-K. There are significant restrictions over Cinemark Holdings, Inc.’s ability to obtain funds from its subsidiaries through dividends, loans or advances as contained in Cinemark USA, Inc.’s senior secured credit facility and the indentures to each of the 4.875% Senior Notes and the 5.125% Senior 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 noted exceeds 25 percent of the consolidated net assets of Cinemark Holdings, Inc. As of December 31, 2019, the restricted net assets totaled approximately $1,128,614 and $1,114,284 under the senior secured credit facility and the Notes, respectively. See Note 12 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K. 2. DIVIDEND PAYMENTS Below is a summary of dividends declared for the fiscal periods indicated. Declaration Date 2/23/2017 5/25/2017 8/10/2017 11/17/2017 2/23/2018 5/25/2018 8/23/2018 11/15/2018 2/23/2019 5/24/2019 8/16/2019 11/22/2019 Record Date 3/8/2017 6/8/2017 8/31/2017 12/1/2017 3/8/2018 6/8/2018 9/4/2018 12/4/2018 3/8/2019 6/10/2019 9/4/2019 12/4/2019 Payable Date 3/20/2017 6/22/2017 9/13/2017 12/15/2017 3/22/2018 6/22/2018 9/18/2018 12/18/2018 3/22/2019 6/24/2019 9/18/2019 12/18/2019 $ $ $ $ $ $ $ $ $ Total Total Total Amount per Share of Common Stock Total Dividends (1) 0.29 0.29 0.29 0.29 1.16 0.32 0.32 0.32 0.32 1.28 0.34 0.34 0.34 0.34 1.36 $ $ $ $ $ $ 33,912 33,904 33,911 33,910 135,637 37,471 37,523 37,530 37,592 150,116 39,905 40,012 40,020 40,014 159,951 (1) 3. Of the dividends recorded during 2017, 2018 and 2019, $ 558, $624 and $ 670, respectively, were related to outstanding restricted stock units and will not be paid until such units vest. DIVIDENDS RECEIVED FROM SUBSIDIARIES During the years December 31, 2017, 2018 and 2019, Cinemark Holdings, Inc. received cash dividends of $134,500, $148,750 and $158,450, respectively, from its subsidiary, Cinemark USA, Inc. 4. LONG-TERM DEBT Cinemark Holdings, Inc. has no direct outstanding debt obligations, but its subsidiaries do. For a discussion of the debt obligations of Cinemark Holdings, Inc.’s subsidiaries, see Note 12 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K. S-5 CINEMARK HOLDINGS, INC. NOTES TO PARENT COMPANY FINANCIAL STATEMENTS In thousands, except share and per share data 5. CAPITAL STOCK Cinemark Holdings, Inc.’s capital stock along with its long-term incentive plan and related activity are discussed in Note 16 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K. 6. COMMITMENTS AND CONTINGENCIES Cinemark Holdings, Inc. has no direct commitments and contingencies, but its subsidiaries do. See Note 19 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K ***** S-6  Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Cinemark Holdings, Inc. has one class of Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended. Description of Common Stock The following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Second Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws and the Delaware General Corporation Law. Our authorized capital stock consists of 5,000,000 shares of preferred stock, par value $0.001 per share, and 300,000,000 shares of common stock, par value $0.001 per share. We have no shares of preferred stock issued and outstanding. Our common stockholders are entitled to one vote for each share held. Our common stockholders do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to any dividends that may be declared by our Board of Directors, in its discretion, out of funds legally available for the payment of dividends. Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. SUBSIDIARIES OF CINEMARK HOLDINGS, INC. EXHIBIT 21 United States Cinemark USA, Inc., a Texas corporation Cinemark, L.L.C., a Cayman corporation Sunnymead Cinema Corp., a California corporation Cinemark Properties, Inc., a Texas corporation Greeley Holdings, Inc., a Texas corporation Greeley, Ltd., a Texas limited partnership Cinemark Concessions, L.L.C., a Florida limited liability company Cinemark International, L.L.C., a Texas limited liability company Cinemark Mexico (USA), Inc., a Delaware corporation Cinemark Partners I, Inc., a Texas corporation Cinemark Partners II, Ltd., a Texas limited partnership Cinemark Investments Corporation, a Delaware corporation CNMK Brazil Investments, Inc., a Delaware corporation CNMK Investments, Inc., a Delaware corporation CNMK Texas Properties, L.L.C., a Texas limited liability company Laredo Theatre, Ltd., a Texas limited partnership Brasil Holdings, L.L.C., a Delaware limited liability company Brazil Holdings II, L.L.C., a Delaware limited liability company Cinemark Media, Inc., a Delaware corporation Cinemark Latin America Ventures, L.L.C., a Delaware limited liability company Cinemark Prodecine Holdings, L.L.C., a Delaware limited liability company Brazil Transition Holdings, L.L.C., a Delaware limited liability company Century Theatres, Inc., a California corporation Marin Theatre Management, L.L.C., a California limited liability company Century Theatres NG, L.L.C., a California limited liability company CineArts, L.L.C., a California limited liability company CineArts of Sacramento, L.L.C., a California limited liability company Corte Madera Theatres, L.L.C., a California limited liability company Novato Theatres, L.L.C., a California limited liability company San Rafael Theatres, L.L.C., a California limited liability company Northbay Theatres, L.L.C., a California limited liability company Century Theatres Summit Sierra, L.L.C., a California limited liability company Century Theatres Seattle, L.L.C., a California limited liability company Cinemark AB, Inc., a Texas Corporation FM Delaware I, LLC, a Delaware limited liability company FM Delaware II, LLC, a Delaware limited liability company MI Cinemark, LLC, Texas limited liability company ARGENTINA Cinemark Argentina, S.R.L., an Argentine limited liability company Prodecine S.R.L., an Argentine limited liability company Bulnes 2215, S.R.L., an Argentine limited liability company Cinemark Argentina Holdings, Inc., a Cayman corporation BOCA Holdings, Inc., a Cayman corporation Hoyts Cinema de Argentina S.A., an Argentine corporation BRAZIL Cinemark Brasil S.A., a Brazilian corporation Cinestar Cinemas Ltda., a Brazilian corporation Flix Media Publicidade e Entreternimento Ltda., a Brazilian limited partnership Cinespaco S.A., a Brazilian corporation CANADA Century Theatres of Canada, ULC, a Canadian corporation CENTRAL AMERICA Cinemark Panama, S.A., a Panamanian joint stock company Cinemark Equity Holdings Corporation, a British Virgin Islands corporation Cinemark Costa Rica, S.R.L., a Costa Rican limited liability company Cinemark El Salvador, Ltda de C.V., an El Salvadorian limited liability company Cinemark Nicaragua y Cia, Ltda., a Nicaraguan limited liability company Cinemark Honduras S. de R.L., a Honduran limited liability company Cinemark Guatemala Ltda., a Guatemalan limited company Flix Media Holdings Corporation, a British Virgin Islands corporation Flix Cinevision Honduras S.R.L, a Honduran limited liability company Flix Cinevision Costa Rica S.R.L, a Costa Rican limited liability company Flix Cinevision Nicaragua S.R.L, a Nicaraguan limited liability company Flix Cinevision Guatemala S.R.L, a Guatemalan limited liability company Flix Cinevision Panama S.R.L, a Panamanian limited liability company Flix Cinevision El Salvador S.R.L, an El Salvadorian limited liability company Cine Food Services S.A., a Panamanian join stock company CHILE Cinemark Chile S.A., a Chilean corporation Inversiones Cinemark, S.A., a Chilean corporation Worldwide Invest, Inc., a British Virgin Islands corporation Flix Media S.A., a Chilean corporation COLOMBIA Cinemark Colombia S.A.S., a Colombian corporation Flix Cinevision Colombia S.A.S., a Colombian corporation ECUADOR Cinemark del Ecuador S.A., an Ecuadorian corporation MEXICO Cinemark Plex, S. de R.L. de C.V., a Mexican limited liability company PERU Cinemark del Peru S.R.L., a Peruvian limited liability company BOLIVIA Cinemark Bolivia, S.R.L., a Bolivian corporation PARAGUAY Cinemark Paraguay, S.R.L, a Paraguayan limited liability company CURACAO Cinemark Curacao, B.V., a Dutch Caribbean limited liability company SPAIN Cinemark Holdings Spain, S.L., a Spanish limited liability company  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-146349, 333-153273, and 333-218697 on Form S-8 of our reports dated February 21, 2020, relating to the financial statements and financial statement schedule of Cinemark Holdings, Inc., and the effectiveness 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, 2019. EXHIBIT 23.1 /s/ Deloitte & Touche LLP Dallas, Texas February 21, 2020 EXHIBIT 31.1 I, 1. 2. 3. 4. CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 Mark Zoradi, certify that: I have reviewed this annual report on Form 10-K of Cinemark Holdings, Inc.; 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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 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 the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that 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; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 21, 2020 CINEMARK HOLDINGS, INC. By: /s/ Mark Zoradi Mark Zoradi Chief Executive Officer EXHIBIT 31.2 I, 1. 2. 3. 4. CFO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 Sean Gamble, certify that: I have reviewed this annual report on Form 10-K of Cinemark Holdings, Inc.; 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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 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 the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that 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; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) c) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 21, 2020 CINEMARK HOLDINGS, INC. By: /s/ Sean Gamble Sean Gamble Chief Financial Officer CEO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 EXHIBIT 32.1 This 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 the annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019 of Cinemark Holdings, Inc. (the “Issuer”). I, Mark Zoradi, the Chief Executive Officer of Issuer certify that to the best of my knowledge: (i) (ii) 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) or 78o(d)); and 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 21, 2020 /s/Mark Zoradi Mark Zoradi Chief Executive Officer Subscribed and sworn to before me this 21st day of February 2020. /s/Lesley Pettengill Name: Lesley Pettengill Title: Notary Public My commission expires: 07/25/2022 A 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 to the Securities and Exchange Commission or its staff upon request. CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES – OXLEY ACT OF 2002 EXHIBIT 32.2 This 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 the annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019 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) or 78o(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 21, 2020 /s/Sean Gamble Sean Gamble Chief Financial Officer Subscribed and sworn to before me this 21st day of February 2020. /s/Lesley Pettengill Name: Lesley Pettengill Title: Notary Public My commission expires: 07/25/2022 A 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 to the Securities and Exchange Commission or its staff upon request. 

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