Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yeso Noþ

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. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ

The aggregate market value of the voting and non-voting common equity heldowned by non-affiliates of the registrant on June 30, 2008,2009, computed by reference to the closing price for the registrant’s common stock on the New York Stock Exchange on such date was $389,216,993 (29,802,220$366,449,138 (32,371,832 shares at a closing price per share of $13.06)$11.32).

As of February 28, 2009, 108,860,5632010, 111,288,314 shares of common stock were outstanding.

Certain portions of the registrant’s definitive proxy statement, in connection with its 20092010 Annual Meeting of Stockholders, to be filed within 120 days of December 31, 2008,2009, are incorporated by reference into Part III, Items 10-14, of this annual report on Form 10-K.

     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, based onamended. The “forward looking statements” include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to:

     You can identify forward-looking statements by the use of words such as “may,” “should,” “will,” “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.

     Unless the context otherwise requires, all references to “we,” “our,” “us,” the “issuer” or “Cinemark” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries, including Cinemark, Inc., Cinemark USA, Inc. and Century Theatres, Inc. Unless otherwise specified, all operating and other statistical data for the U.S. include one theatre in Canada. All references to Latin America are to Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Nicaragua, Panama, Guatemala and Peru. Unless otherwise specified, all operating and other statistical data are as of and for the year ended December 31, 2008.2009.

     Cinemark Holdings, Inc. and subsidiaries, (the “Company”) are leadersor the Company, is the second largest motion picture exhibitor in the motion picture exhibition industryworld in terms of both revenuesattendance and the number of screens in operation, with theatres in the United States, (“or U.S.”), Canada, Brazil, Mexico, Chile, Colombia, Argentina, Brazil, Chile, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Colombia. The CompanyGuatemala. We also managed additional theatres in the U.S., Brazil and Colombia during the year ended December 31, 2008.2009.

     On August 2, 2006, Cinemark Holdings, Inc. was formed as the Delaware holding company of Cinemark, Inc. On August 7,The Cinemark Share Exchange was completed on October 5, 2006, under which the Cinemark, Inc. stockholders entered into a share exchange agreement pursuant to which they agreed to exchangeexchanged their shares of Class A common stock for an equal number of shares of common stock of Cinemark Holdings, Inc. (“Cinemark Share Exchange”). The Cinemark Share Exchange was completed on October 5, 2006 and facilitated the acquisition of Century Theatres, Inc. (“, or the Century Acquisition”). On October 5, 2006, Cinemark, Inc. became a wholly owned subsidiary of Cinemark Holdings, Inc. Prior to October 5, 2006, Cinemark Holdings, Inc. had no assets, liabilities or operations. The accompanying consolidated financial statements are reflective of the change in reporting entity that occurred as a result of the Cinemark Share Exchange. Cinemark Holdings, Inc.’s consolidated financial statements reflect the accounting basis of its stockholders for all periods presented.Acquisition. On April 24, 2007, Cinemark Holdings, Inc. completed an initial public offering of its common stock. Effective December 11, 2009, Cinemark, Inc. was merged into Cinemark Holdings, Inc. and Cinemark Holdings, Inc. became the holding company of Cinemark USA, Inc.

     As of December 31, 2008,2009, we managed our business under two reportable operating segments – U.S. markets and international markets, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131 “FASB ASC Topic 280,Disclosures about Segments of an Enterprise and Related Information.Segment Reporting.” See Note 23 to the consolidated financial statements.

     Our principal executive offices are at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093. Our telephone number is (972) 665-1000. We maintain a corporate website atwww.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, are available on our website free of charge under the heading “Investor Relations – SEC Filings” as soon as practicable after such reports are filed or furnished electronically to the Securities and Exchange Commission.

     We are a leaderthe second largest motion picture exhibitor in the motion picture exhibition industry with 420world in terms of both attendance and the number of screens in operation. We operated 424 theatres and 4,7834,896 screens in the U.S. and Latin America.America as of December 31, 2009, and approximately 236.7 million patrons attended our theatres worldwide during the year ended December 31, 2009. Our circuit is the third largest in the U.S. with 293294 theatres and 3,7423,830 screens in 3839 states and one Canadian province. We are the most geographically diverse circuit in Latin America with 127130 theatres and 1,0411,066 screens in 1213 countries. During the year ended December 31, 2008, approximately 211.3 million patrons attended our theatres. Our modern theatre circuit features stadium seating in approximately 83%84% of our first-run auditoriums.

     We selectively build or acquire new theatres in markets where we can establish and maintain a leadingstrong market position. We believe our portfolio of modern theatres provides a preferred destination for moviegoers and contributes to our significant cash flows from operating activities. Our significant presence in the U.S. and Latin America has made us an important distribution channel for movie studios, particularly as they look to increase revenues generated in Latin America.capitalize on the expanding worldwide box office. Our market leadership is attributable in large part to our senior executives, who average approximately 3435 years of industry experience and have successfully navigated us through multiple industry and economic cycles.

     We grew our total revenue per patron at a compound annual growth rate, (“CAGR”)or CAGR, during the last three fiscal years of 10.2%.6.8%, the highest among the three largest U.S. motion picture exhibitors. Revenues, operating income and net lossincome attributable to Cinemark Holdings, Inc. for the year ended December 31, 2008,2009, were $1,742.3$1,976.5 million, $60.2$250.5 million and $(48.3)$97.1 million, respectively. At December 31, 20082009 we had cash and cash equivalents of $349.6$437.9 million and long-term debt of $1,508.5$1,543.7 million. Approximately $797.0$784.6 million, or 50.8% of our long-term debt accrues interest at variable rates.

     Domestic Markets

     The U.S. motion picture exhibition industry has a track record of long-term growth, with box office revenues growing at an estimated CAGR of 5.1%3.4% from 19921998 to 2007.2008. Against this background of steady long-term growth, the exhibition industry has experienced periodic short-term increases and decreases in attendance, and consequently box office revenues. According to industry sources, in 2008, the motion picture exhibition industry experienced one of its best performances in history, with total box office almost equaling the record breaking 2007 box office. One of the films released during 2008,The Dark Knight, which grossed over $500 million in domestic box office, broke several box office records, including the single day box office record on its opening day and the single film three-day weekend record during its opening weekend. We believe box office revenues will continue to perform well in 2009 with a solid slate of films, includingHarry Potter and the Half Blood Prince, Transformers: Revenge of the Fallen, Angels & Demons, X-Men Origins: Wolverine, Night at the Museum II: Escape from the Smithsonian,andWatchmenand the release of 3-D movies such asMonsters vs. Aliens, Ice Age: Dawn of the Dinosaurs, Avatar, A Christmas Carol,and Disney’s next Pixar installment, Up.

     As of the date of this report, MPAA Worldwide Market Research (“MPAA”)(or MPAA) had not yet released the 20082009 box office information. The following table represents the results of a survey by MPAA published during March 2008,2009, outlining the historical trends in U.S. box office revenues for the ten year period from 19971998 to 2007:2008:

     International growth also continues to be consistent. (As of the date of this report, MPAA had not yet released the 20082009 box office information.) According to MPAA, international box office revenues grew steadily atwere $18.3 billion for the year ended December 31, 2008, resulting in a CAGR of 11.9%10.9% from 2003 to 2007 as2008 which is a result of the increasing acceptance of moviegoingmovie going as a popular form of entertainment throughout the world, ticket price increases and new theatre construction.

     Growth in Latin America is expected to continue to be fueled by a combination of continued development of modern theatres, growing populations, attractive demographics (i.e., a significant teenage population), quality product from Hollywood and the continued emergence of a local film industry. In many Latin American countries the local film industry had been dormant because of the lack of sufficient theatres to exhibit the film product. The development of new modern multiplex theatres has revitalizedhelped to sustain the local film industry and, in Mexico, Brazil and Argentina, successful local film product often provides incremental growth opportunities.

     We believe many international markets for theatrical exhibition have historically been underserved and that certain of these markets, especially those in Latin America, will continue to experience growth as additional modern stadium-styled theatres are introduced.

     We believe the following market trends will drive the continued growth and strength of our industry:

content and alternative entertainment venues such as live sports programs, the opera and concert events. These additional programming alternatives may enhanceexpand the level ofcustomer base and increase patronage for exhibitors.

     We believe the following strengths allow us to compete effectively:

     Disciplined Operating Philosophy.We generated operating income and net lossincome attributable to Cinemark Holdings, Inc. of $60.2$250.5 million and $(48.3)$97.1 million, respectively, for the year ended December 31, 2008. (Our net loss for the year ended December 31, 2008 was primarily due to $113.5 million of non-cash impairment charges.)2009. Our solid operating performance is a result of our disciplined operating philosophy that centers on building high quality assets, while negotiating favorable theatre level economics and controlling theatre operating costs. As a result, we grew our admissions and concession revenues per patron at the highest CAGR during the last fivethree fiscal years among the three largest U.S. motion picture exhibitors in the U.S.exhibitors.

     Leading Position in Our U.S. Markets.We have a leading market share in the U.S. metropolitan and suburban markets we serve. For the year ended December 31, 2008,2009, we ranked either first or second based on box office revenues in 2120 out of our top 25 U.S. markets, including the San Francisco Bay Area, Dallas, Houston and Salt Lake City.

     Strategically Located in Heavily Populated Latin American Markets.Since 1993, we have invested throughout Latin America duein response to the continued growth of the region. We currently operate 127130 theatres and 1,0411,066 screens in 12 countries, generating13 countries. Our international screens generated revenues of $385.8$421.8 million for the year ended December 31, 2008.2009. We have successfully established a significant presence in major cities in the region, with theatres in thirteen of the fifteen largest metropolitan areas. With a geographically diverse circuit, we are an important distribution channel to the movie studios. The projected annual population growth for the Latin American countries in which we operate ranges from 1% to 2% for each of the next threefive years. We are well-positioned with our modern, large-format theatres to take advantage of these factors for further growth and diversification of our revenues.

     State-of-the-Art Theatre Circuit.We offer state-of-the-art theatres, which we believe makes our theatres a preferred destination for moviegoers in our markets. We feature stadium seating in approximately 83%84% of our first run auditoriums. During 2008,2009, we continuedincreased the size of our expansioncircuit by adding 203180 new screens. We currently have commitments to build 147137 additional screens over the next three years. We plan to accelerate the installation of digital projection technology in many of our U.S. and international auditoriums, which will allow us to also present 3-D content. We recently developed a large screen digital format, which we call our XD Extreme Digital Cinema, or XD. We currently have an XD screen installed in 16 theatres and have plans to install 30 to 40 more XD screens during 2010. The XD experience includes wall-to-wall and ceiling-to-floor screens, wrap-around sound and a maximum comfort entertainment environment for an intense sensory experience. The XD technology does not require special format movie prints, which allows us the flexibility to play any available digital print we choose, including 3-D content, on the XD screen.

     Establish and Maintain Leading Market Positions.We will continue to seek growth opportunities by building or acquiring modern theatres that meet our strategic, financial and demographic criteria. We will continue to focus on establishing and maintaining a leading position in the markets we serve.

     Continue to Focus on Operational Excellence.We will continue to focus on achieving operational excellence by controlling theatre operating costs while continuing to provide leading customer service. Our margins reflect our track record of operating efficiency.

     Selectively Build in Profitable, Strategic Latin American Markets.Our international expansion will continue to focusremain focused primarily on Latin America through construction of modern, state-of-the-art theatres in growing urban markets.

Commitment to Digital Innovation.Our commitment to technological innovation will include an accelerated transition to digital projection technology for a majority of our common stock. The amount, if any,U.S. theatres and many of our international theatres, which will allow for the dividendspresentation of 3-D content and alternative entertainment such as concert events, the opera, special live documentaries and sports programs. See further discussion of our domestic digital expansion at “Participation in Digital Cinema Implementation Partners LLC”. We also plan to be paidexpand our XD screen footprint in various markets throughout the future will depend uponU.S. and in select international markets, which offers 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.patrons a premium movie-viewing experience.

     As of December 31, 2008,2009, we operated 420424 theatres and 4,7834,896 screens in 3839 states, one Canadian province and 1213 Latin American countries. Our theatres in the U.S. are primarily located in mid-sized U.S. markets, including suburbs of major metropolitan areas. We believe these markets are generally less competitive and generate high, stable margins. Our theatres in Latin America are primarily located in major metropolitan markets, which we believe are generally underscreened. The following tables summarize the geographic locations of our theatre circuit as of December 31, 2008.2009.

licensing agreement. Under a firm terms formula, we pay the distributor a specified percentage of box office receipts, which reflects either a mutually agreed upon aggregate rate for the life of the film or rates that decline over the term of the run.receipts. Under the sliding scale formula, film rental is paid as a percentage of box office revenues using a pre-determined

     In March 2005, Regal Entertainment, Inc., (“Regal”)(or Regal), and AMC Entertainment, Inc., (“AMC”)(or AMC), formed National CineMedia, LLC, (“NCM”)(or NCM), and on July 15, 2005, we joined NCM, as one of the founding members. NCM operates an in-theatre digital network in the U.S. The digital network consists of projectors used to display advertising and other non-film events. NCM’s primary activities that impact usour theatres include:

     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 an engaged audience. We receive a monthly theatre access fee for

     In the U.S., we rely on newspaper display advertisements, paid for by film distributors, newspaper directory film schedules, generally paid for by us, and Internet advertising, which has emerged as the primary media source to inform patrons of film titles and showtimes. Radio and television advertising spots, generally paid for by film distributors, are used to promote certain motion pictures and special events. We also exhibit previews of coming attractions and films presently playing on the other screens in our theatres or markets.we are currently playing. We offer patrons access to movie times, the ability to buy and print their tickets at home and purchase gift cards and other advanced sale-type certificates at our websiteWeb sitewww.cinemark.com. The Internet is becoming a popular wayWe partner with film distributors to view movie previews. We use monthly web contests with film distributor partners to drive traffic to our websiteWeb site and to ensure that customers visit often. In addition, we work on a regular basis with all of the film distributors to promote their films with local, regional and national programs that are exclusive to our theatres. These programs may involve customer contests, cross-promotions with the media and third parties media on-air tie-ins and other means to increase traffic topatronage for a particular film showing at one of our theatres.

     Internationally, we exhibit upcoming and current film previews on screen, we implement co-promotionspartner with film distributors and promotefor certain promotions and advertise our new locations through various forms of media and events. We partner with large multi-national corporations in the large metropolitan areas in which we have theatres, to promote our brand, our image and to increase attendance levels at our theatres. Our customers are encouraged to register on our websiteWeb site to receive weekly information by email for showtime information, invitations to special screenings, sponsored events and promotional information. In addition, our customers can request to receive showtime information on their cell phones. We also have loyalty programs in certainsome of our international markets that allow customers to pay a nominal fee for a membership card that provides them with certain admissions and concession discounts. In addition, the Company is currently developing an iPhone application for some of its international markets. This application will allow consumers to check showtimes and purchase tickets.

     Our marketing departmentsdepartment also focusfocuses on maximizing ancillary revenue, which includes the sale of our gift cards and our SuperSaver discount tickets. We market these programs to such business representatives as realtors, human resource managers, incentive program managers and hospital and pharmaceutical personnel. Gift cards can be purchased at our theatres or online through our website.Web site. SuperSavers are also sold online at our websiteWeb site or over the phone, fax or email by our local corporate offices and are also available at certain retailers in the U.S.

     Our patrons may purchase advance tickets for all of our domestic screens and approximately one thirdhalf of our international screens by accessing our corporate websiteWeb site atwww.cinemark.com.Advance tickets may also be purchased for our domestic screens atwww.fandango.com.Our Internet initiatives help improve customer satisfaction, allowing patrons who purchase tickets over the Internet to often bypass lines at the box office by printing their tickets at home or picking up their tickets at kiosks inlocated at the theatre lobby.theatre.

     We are one of the leadingsecond largest motion picture exhibitorsexhibitor in the world in terms of both revenuesattendance and the number of screens in operation. We compete against local, regional, national and international exhibitors with respect to attracting patrons, licensing films and developing new theatre sites.

We are the sole exhibitor in approximately 86%89% of the 242 first run246 film zones in which our first run U.S. theatres operate. In film zones where there is no direct competition from other theatres, we select those films that we believe will be the most successful from among those offered to us by film distributors. Where there is competition, we usually license filmsthe distributor allocates their movies to the exhibitors located in that area generally based on an allocation process.demographics and grossing potential of that particular area. Of the 1,0411,066 screens we operate outside of the U.S., approximately 73%72% of those screens have no direct competition from other theatres. In areas where we face direct competition, our success in attracting patrons depends on location, accessibility and capacity of an exhibitor’s theatre, theatre comfort, quality of projection and sound equipment, film showtime availability, levellevels of customer service, and ticket prices. The competition for film licensing in the U.S. is dependent upon factors such as the theatre’s location and its demographics, the condition, and capacity of an exhibitor’s theatre,and revenue potential of each theatre, and licensing terms.

     We compete for new theatre sites with other movie theatre exhibitors as well as other entertainment venues, which iswith securing a potential site being dependent upon factors such as committed investment and resources, theatre design and capacity, revenue and patron potential, and financial stability.

     We also face competition from a number of other motion picture exhibition delivery systems, such as DVDs, network and syndicated television, video on-demand, pay-per-view television and downloading from the Internet. We also face competition from other forms of entertainment competing for the public’s leisure time and disposable income, such as concerts, theme parks and sporting events.

     Our corporate headquarters is located in Plano, Texas. Personnel at our corporate headquarters provide oversight for our domestic and international theatres. Domestic personnel at our corporate headquarters include our executive team and department heads in charge of film licensing, concessions, theatre operations support, film licensing, human resources, legal, finance and accounting, operational audit, theatre maintenance and construction, Internet and information systems support, real estate and marketing. Our U.S. operations are divided into sixteen regions, primarily organized geographically, each of which is headed by a region leader.

     International personnel at our corporate headquarters include our President of Cinemark International, L.L.C. and department heads in charge of film licensing, concessions, theatre operations, theatre construction, real estate, legal, operational audit, information systems and accounting. We have a chief financial officer in both Brazil and Mexico, which are our two largest international markets. We have eight regional offices in Latin America responsible for the local management of theatres in twelvethirteen individual countries. Each regional office is headed by a general manager and includes personnel in film licensing, marketing, human resources, information systems, operations and accounting. The regional offices are staffed with experienced personnel from the region to mitigate cultural and operational barriers.

Consequently, exhibitors cannot assure themselves a supply of films by enteringenter 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. We develop new theatres to be accessible to the disabled and we believe we are in substantial compliancesubstantially compliant with current regulations relating to accommodating the disabled. Although we believe that our theatres comply with the ADA, we have been a party to lawsuits which claim that our handicapped seating arrangements do not comply with the ADA or that we are required to provide captioning for patrons who are deaf or are severely hearing impaired.

     Our theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship, health and sanitation requirements and licensing.

     We have operations in the U.S., Canada, Brazil, Mexico, Chile, Colombia, Argentina, Brazil, Chile,Peru, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Colombia,Guatemala, which are reflected in the consolidated financial statements. See Note 23 to the consolidated financial statements for segment information and financial information by geographic area.

     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. 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 marketing efforts of the film distributors to promote their films could have an adverse effect on our business by resulting in fewer patrons and reduced revenues.

     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 81%83% of U.S. box office revenues and 4744 of the top 50 grossing films during 2008.2009. Numerous antitrust cases and consent decrees resulting from these anti-trustantitrust cases impact the distribution of films. The consent decrees bind certain major film distributors to 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 six 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.

     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 motion picture industry is highly competitive. We compete against local, regional, national and international exhibitors. We compete for both patrons and licensing of films. The competition for patrons is dependent upon such factors as the availabilitylocation, accessibility and capacity of popular films, the location and number of theatres and screens in a market,an exhibitor’s theatre, the comfort and quality of the theatres, film and showtime availability, levels of customer service, and pricing. The principal competitive factors with respect to film licensing include licensing terms, number of seatsthe theatre’s location and screens available for a particular picture,its demographics, the condition, capacity and revenue potential of each theatre and the location and condition of an exhibitor’s theatres.licensing terms. If we are unable to attract patrons or to license successful films, our business may be adversely affected.

     An increase in the use of alternative or “downstream” film distribution channels and other competing forms of entertainment may reduce movie theatre attendance and limit ticket price growth.

     We face competition for patrons from a number of alternative film distribution channels, such as DVDs, network and syndicated television, video on-demand, pay-per-view television and downloading from the Internet. We also compete with other forms of entertainment, such as concerts, amusement parks and sporting events, for our patrons’ leisure time and disposable income. A significant increase in popularity of these alternative film distribution channels and competing forms of entertainment could have an adverse effect on our business and results of operations.

     Our results of operations may be impacted by shrinking video release windows.

     Over the last decade, the average video release window, which represents the time that elapses from the date of a film’s theatrical release to the date a film is available on DVD, an important downstream market, has decreased from approximately six months to approximately three to four months. If patrons choose to wait for a DVD release rather than attend a theatre for viewing the film, it may adversely impact our business and results of operations, financial condition and cash flows. We cannot assure you that this release window, which is determined by the film studios, will not shrink further or be eliminated altogether, which could have an adverse impact on our business and results of operations.

     The oversupply of screens in the motion picture exhibition industry may adversely affect the performance of some of our theatres.

     General political, social and economic conditions can adversely affect our attendance.

     Our results of operations are dependent on general political, social and economic conditions, and the impact of such conditions on our theatre operating costs and on the willingness of consumers to spend money at movie theatres. If consumers’ discretionary income declines as a result of an economic downturn, our operations could be adversely affected. If theatre operating costs, such as utility costs, increase due to political or economic changes, our results of

the operations and personnel of acquired companies and the potential loss of key employees of acquired companies. We cannot assure you that our expansion strategy will 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 internally generated funds.operating cash flows. We cannot assure you that we will be able to obtain such financing noror that such financing will be available to us on acceptable terms.terms or at all.

     If we do not comply with the Americans with Disabilities Act of 1990 and a consent order we entered into with the Department of Justice, or the DOJ, we could be subject to further litigation.

     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

events or changes in circumstances indicate the carrying value of goodwill might exceed its estimated fair value. Goodwill impairment is evaluated using a two-step approach requiring us to compute the fair value of a reporting unit and compare it with its carrying value. If the carrying value of the theatre exceeds its fair value, a second step would be performed to measure the potential goodwill impairment. Fair values are determined based on a multiple of cash flows, which was eight times for the evaluations performed during 2006 and 2007 and six and a half times for the evaluationevaluations performed during 2008.2008 and 2009. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3, are based on historical and projected operating performance, as well as recent market transactions. Priortransactions and current industry trading multiples. Declines in our stock price or market capitalization, declines in the Company’s attendance due to January 1, 2008, we considered our theatresincreased competition in certain regions and/or countries or economic factors that lead to a decline in attendance in any given region or country could negatively affect the Company’s estimated fair values and could result in further impairments of goodwill. As of December 31, 2009, the carrying value of goodwill allocated to reporting units for purposeswhere the estimated fair value was less than 10% more than the carrying value was approximately $173.0 million.

     We also have a significant amount of evaluating goodwill for impairment. Recent changes in the organization, including changes in the structuretradename intangible assets as a result of the executive management team, the initial public offering of common stock, the resulting changes in the level at which the management team evaluates the business on a regular basis, and the Century Acquisition that increasedand the size of our theatre base by approximately 25%, led

acquisitions, asset sales and other significant corporate transactions. MDPMDCP could seek to take other actions that might be desirable to MDPMDCP but that might not tobe desirable for other stockholders.

     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 indentures,indenture, our senior secured credit facility and certain of our other debt instruments, 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. Furthermore, certain of our foreign subsidiaries currently have a deficit in retained earnings which prevents them from declaring and paying dividends from those subsidiaries. The declaration of future dividends on our 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.

     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, 2008,2009, we havehad an aggregate of 191,164,635173,160,476 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, 2008,2009, we had 108,835,365110,917,105 shares of our common stock outstanding. Of these shares, approximately 29,864,70937,392,814 shares arewere freely tradable. The remaining shares of our common stock arewere “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 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 existing stockholders, our directors or executive officers of their shares of common stock.

     United States

     As of December 31, 2008,2009, we operated 250251 theatres, with 3,1353,223 screens, pursuant to leases and own the land and building for 43 theatres, with 607 screens, in the U.S. During 2008, we acquired two theatres with 28 screens and built ten new theatres with 128 screens. Our leases are generally entered into on a long-term basis with terms, including renewal options, generally ranging from 20 to 45 years. As of December 31, 2008,2009, approximately 8%7% of our theatre leases in the U.S., covering 2119 theatres with 167162 screens, have remaining terms, including optional renewal periods, of less than fivesix years. Approximately 12% of our theatre leases in the U.S., covering 3029 theatres with 229221 screens, have remaining terms, including optional renewal periods, of between six and 15 years and approximately 80%81% of our theatre leases in the U.S., covering 199203 theatres with 2,7392,840 screens, have remaining terms, including optional renewal periods, of more than 15 years. The leases generally provide for a fixed monthly minimum rent payment, with certain leases also subject to additional percentage rent if a target annual revenue level is achieved. We lease an office building in Plano, Texas for our corporate office.headquarters.

     International

     As of December 31, 2008,2009, internationally, we operated 127130 theatres, with 1,0411,066 screens, all of which are leased pursuant to ground or building leases. In 2008, we acquired two theatres with 16 screens and built five new theatres with 31 screens in Latin America. Our international leases are generally entered into on a long term basis with terms generally ranging from 10 to 20 years. The leases generally provide for contingent rental based upon operating results (some of which are subject to an annual minimum). Generally, these leases include renewal options for various periods at stipulated rates. FiveAs of December 31, 2009, approximately 5% of our international theatre leases or seven theatres with 4054 screens have a remaining term, including optional renewal periods, of less than fivesix years. Approximately 27%32% of our international theatre leases, covering 3441 theatres and 290350 screens, have remaining terms, including optional renewal periods, of between six and 15 years and approximately 69%63% of our international theatre leases, covering 8882 theatres and 711662 screens, have remaining terms, including optional renewal periods, of more than 15 years. We lease office space in eight regions in Latin America for our local management.

     See Note 22 to the consolidated financial statements for information regarding our domestic and internationalminimum lease commitments. We periodically review the profitability of each of our theatres, particularly those whose lease terms are nearing expiration, to determine whether to continue its operations.

     We resolved a lawsuit filed by the DOJ in March 1999 which alleged certain violations of the ADA relating to wheelchair seating arrangements in certain of our stadium-style theatres. We and the DOJ agreed to a consent order which was entered by the U.S. District Court for the Northern District of Ohio, Eastern Division, on November 15, 2004. Under the consent order, we arewere required to make modifications to wheelchair seating locations in fourteen stadium-style movie theatres and spacing and companion seating modifications in 67 auditoriums at other stadium-styled movie theatres. These modifications must bewere completed by November 2009. We are currently in compliance with the consent order. Upon completion of these modifications, these theatres willdid comply with wheelchair seating requirements, and no further modifications will beare required to our other stadium-style movie theatres in the United States existing on the date of the consent order. In addition, under the consent order, the DOJ approved the seating plans for nine stadium-styled movie

     Our common equity consists of common stock, which has traded on the New York Stock Exchange since April 24, 2007 under the symbol “CNK.” The following table sets forth the historical high and low sales prices per share of our common stock as reported by the New York Stock Exchange for the fiscal periods indicated.

     On February 28, 2009,2010, there were 119122 stockholders of record of our common stock.

     In August 2007, we initiated a quarterly dividend policy. Below is a summary of dividends paid since initiation of this policy:

     The following graph compares the cumulative total stockholder return on our common stock for the period April 24, 2007 through December 31, 20082009 (our fiscal year end) with the Standard and Poor’s Corporation Composite 500 Index and a self-determined peer group of two public companies engaged in the motion picture exhibition industry. The peer group consists of Regal Entertainment Group and Carmike Cinemas, Inc.

     There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b). Pending the application of the net proceeds, we have invested the proceeds in short-term, investment-grade marketable securities or money market obligations. Below is a summary of open market repurchases of our 9³/4% senior discount notes that were funded with proceeds from our initial public offering:

     The following tables set forthtable 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, 2008. The selected historical information for periods through April 1, 2004 are of Cinemark, Inc., the predecessor, and the selected historical information for all subsequent periods are of Cinemark Holdings, Inc., the successor. (On April 2, 2004, an affiliate of Madison Dearborn Partners, LLC (“MDP”) acquired approximately 83% of the capital stock of Cinemark, Inc., pursuant to which a newly formed subsidiary merged with and into Cinemark, Inc., with Cinemark, Inc. continuing as the surviving corporation (the “MDP Merger”).2009. On August 2, 2006, Cinemark Holdings, Inc. was formed as the Delaware holding company of Cinemark, Inc. The selected financial data presented for periods prior to that date are for Cinemark, Inc. On October 5, 2006, we completed our acquisition of Century Theatres, Inc. Results of operations reflect the inclusion of the Century theatres beginning on the date of acquisition. On April 24, 2007, Cinemark Holdings, Inc. completed an initial public offering of its common stock. Effective December 11, 2009, Cinemark, Inc. was merged into Cinemark Holdings, Inc., with no accounting impact. You should read the selected consolidated financial and operating data set forth below in conjunction with Management’s“Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations” and with our Consolidated Financial Statementsaudited consolidated financial statements and related notes thereto, appearing elsewhere in this report.

     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.

     On August 2, 2006, Cinemark Holdings, Inc. was formed as the Delaware holding company of Cinemark, Inc. On August 7, 2006, the Cinemark, Inc. stockholders entered into a share exchange agreement pursuant to which they agreed to exchange their shares of Class A common stock for an equal number of shares of common stock of Cinemark Holdings, Inc. (“Cinemark Share Exchange”). The Cinemark Share Exchange was completed on October 5, 2006 and facilitated the acquisition of Century Theatres, Inc. (“Century Acquisition”). On October 5, 2006, Cinemark, Inc. became a wholly owned subsidiary of Cinemark Holdings, Inc. Prior to October 5, 2006, Cinemark Holdings, Inc. had no assets, liabilities or operations. The accompanying consolidated financial statements are reflective of the change in reporting entity that occurred as a result of the Cinemark Share Exchange. Cinemark Holdings, Inc.’s consolidated financial statements reflect the accounting basis of its stockholders for all periods presented. On April 24, 2007, Cinemark Holdings, Inc. completed an initial public offering of its common stock. Effective December 11, 2009, Cinemark, Inc. was merged into Cinemark Holdings, Inc. and Cinemark Holdings, Inc. became the holding company of Cinemark USA, Inc.

     As of December 31, 2008,2009, we managed our business under two reportable operating segments —– U.S. markets and international markets, in accordance with SFAS No. 131 “FASB ASC Topic 280,Disclosures about Segments of an Enterprise and Related InformationSegment Reporting.” See Note 23 to the consolidated financial statements.

     We generate revenues primarily from box office receipts and concession sales with additional revenues from screen advertising sales and other revenue streams, such as vendor marketing programs, pay phones, ATM machines and electronic video games located in some of our theatres. Our investment in NCM has assisted us in expanding our offerings to advertisers exploringand broadening ancillary revenue sources such as digital video monitor advertising, third party branding, and the use of theatres for non-film events. In addition, we are able to use theatres during non-peak hours for concerts, sporting events, and other cultural events. Successful filmsFilms released during the year ended December 31, 20082009 includedThe Dark Knight,which grossed over $500 million in domestic box office and broke several box office records, includingAvatar, Transformers: Revenge of the single day box office record on its opening dayFallen, Harry Potter and the single film three-day weekend record during its opening weekend;Iron ManandIndiana Jones and the KingdomHalf-Blood Prince, Up, Twilight Saga: New Moon, The Hangover, Star Trek, Monsters vs. Aliens, Ice Age: Dawn of the Crystal Skull, eachDinosaurs, The Blind Side, X-Men Origins: Wolverine, Night at the Museum 2: Battle of which grossed over $300 million in domestic box office;Hancock, WALL-E,the Smithsonian, The Proposal, 2012, Fast & Furious, G.I. Joe: The Rise of the Cobra, Paul Blart: Mall Cop, Taken, A Christmas Carol, Angels & Demons, Terminator Salvation, Cloudy with a Chance of Meatballs, Inglorious Basterds, G-Force, District 9, Couples Retreat, Paranormal Activity,andKung Fu PandaWatchmen, which all grossed over $200 million; andMadagascar: Escape 2 Africa, Horton Hears a Who!, Sex and The City, Quantum of Solace, TwilightandMamma Mia!.Our revenues are affected by changes in attendance and average admissions and concession revenues per patron. Attendance is primarily affected by the quality and quantity of films released by motion picture studios. Films scheduled for release during 2009in 2010 include the carryover ofAvatarand new releases such asAlice in Wonderland, How to Train a Dragon, Clash of the Titans, Iron Man 2, Shrek Forever After, Sex and the City 2, Toy Story 3, Little Fockers, The A Team, Tron: Legacy, Robin Hood, Despicable Me, Tangled, Megamindand another installment of both theTwilight andHarry Potter and the Half Blood Prince, Transformers: Revenge of the Fallen, Angels & Demons, X-Men Origins: Wolverine, Night at the Museum II: Escape from the Smithsonian,andWatchmenand 3-D films such asMonsters vs. Aliens, Ice Age: Dawn of the Dinosaurs, Avatar, A Christmas Carol,and Disney’s next Pixar installment,Up.franchises, 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. Film rental costs can also vary based on the length of a film’s run. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis. Advertising costs, which are expensed as incurred, are primarily fixed at the theatre level as daily movie directories placed in newspapers represent the largest component of advertising costs. The monthly cost of these advertisements is based on, among other things, the size of the directory and the frequency and size of the newspaper’s circulation.

     Concession supplies expense is variable in nature and fluctuates with our concession revenues. We purchase concession supplies to replace units sold. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain bulkvolume rates.

     Although salaries and wages include a fixed cost component (i.e. the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages move in relation to revenues as theatre staffing is adjusted to handlerespond to changes in attendance.

     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 percentage rent only while others are subject to

     Utilities and other costs include certain costs that are fixed such as property taxes, certain costs that are variable such as liability insurance, and certain costs that possesshave both fixed and variable components such as utilities, property taxes, janitorial costs, repairs and maintenance and security services.

     We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America.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:

     Revenues are recognized when admissions and concession sales are received at the box office. Other revenues primarily consist of screen advertising. Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre. We record proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognize admissions and concession revenue when a holder redeems the card or certificate. We recognize unredeemed gift cards and other advanced sale-type certificates as revenue only after such a period of time indicates, based on historical experience, the likelihood of redemption is remote, and based on applicable laws and regulations. In evaluating the likelihood of redemption, we consider the period outstanding, the level and frequency of activity, and the period of inactivity.

     Film rental costs are accrued based on the applicable box office receipts and either the mutually agreed upon firm terms or a sliding scale formula, which are established prior to the opening of the film, or estimates of the final mutually agreed upon settlement, which occurs at the conclusion of the film run, subject to the film licensing arrangement. Under a firm terms formula, we pay the distributor a mutually agreed upon specified percentage of box office receipts, which reflects either a mutually agreed upon aggregate rate for the life of the film or rates that decline over the term of the run. Under the sliding scale formula, film rental is paid as a percentage of box office revenues using a pre-determined matrix based upon box office performance of the film. The settlement process allows for negotiation of film rental fees upon the conclusion of the film run based upon how the film performs. Estimates are based on the expected success of a film over the length of its run in theatres. The success of a film can typically be determined a few weeks after a film is released when initial box office performance of the film is known. Accordingly, final settlements typically approximate estimates since box office receipts are known at the time the estimate is made and the expected success of a film over the length of its run in theatres can typically be estimated early in the film’s run. The final film settlement amount is negotiated at the conclusion of the film’s run based upon how a film actually performs. If actual settlements are different than those estimated, film rental costs are adjusted at that time. We recognize advertising costs and any cost sharing arrangements with film distributors in the same accounting period. 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 a target annual revenue level is achieved. Percentage rent expense is recorded for these theatres on a monthly basis if the theatre’s historical performance or forecasted performance indicates that the annual target will be reached. The estimate of percentage rent expense recorded during the year is based on a trailing twelve months of revenues. Once annual revenues are known, which is generally at the end of the year, the percentage rent expense is adjusted based on actual revenues.

     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. Adjustments to the expected lives of assets are accounted for on a prospective basis through depreciation expense.

     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 assess many factors including the following to determine whether to impair individual theatre assets: