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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, ~~2020~~2021

☐ 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 33-47040

CINEMARK USA, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas	75-2206284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation or organization)	(I.R.S. EmployerIdentification No.)
3900 Dallas Parkway Plano, TX	75093
3900 Dallas ParkwayPlano, TX	75093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 665-1000

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

None

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

None

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

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	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
Emerging growth 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☑

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~This~~Indicate ~~registrant~~by ischeck ~~privately~~mark ~~held~~whether ~~and there is no public trading market for its equity securities; therefore~~ the registrant is ~~unable~~a toshell ~~calculate~~company ~~the~~(as ~~aggregate~~defined ~~market~~in ~~value~~Rule 12b-2 of the ~~voting~~Act). ~~and~~Yes ~~non-voting common equity held by non-affiliates.~~☐ No☑

AsThis ofregistrant ~~February~~is ~~26,~~privately ~~2021,~~held ~~1,500~~and ~~shares~~there ofis ~~Class~~no Apublic ~~common~~trading ~~stock~~market ~~and~~for ~~182,648~~its ~~shares~~equity securities; therefore the registrant is unable to calculate the aggregate market value of ~~Class~~the Bvoting and non-voting common ~~stock~~equity ~~were~~owned ~~outstanding~~by non-affiliates.

As of March 4, 2022, 1,500 shares of Class A common stock and 182,648 shares of Class B common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the definitive proxy statement of Cinemark Holdings, Inc. the registrant’s parent company, to be filed within 120 days of December 31, ~~2020~~2021, are incorporated by reference into Part III, Items 10-14, of this annual report on Form 10-K.

Table of Contents

		Page
Cautionary Statement Regarding Forward-Looking Statements			1
PART I
Item 1.	Business		2
Item 1A.	Risk Factors		1411
Item 1B.	Unresolved Staff Comments		2117
Item 2.	Properties		2118
Item 3.	Legal Proceedings		2118
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2219
Item 6.	Selected Financial Data		23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		42
Item 8.	Financial Statements and Supplementary Data		37
Item 8.	Financial Statements and Supplementary Data		43
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		43
Item 9A.	Controls and Procedures		38
Item 9A.	Controls and Procedures		44
Item 9B.	Other Information		38
Item 9B.	Other Information		44
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		4539
Item 11.	Executive Compensation		4539
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4539
Item 13.	Certain Relationships and Related Transactions, and Director Independence		4539
Item 14.	Principal Accounting Fees and Services		4539
PART IV
Item 15.	Exhibits, Financial Statement Schedules		4539
SIGNATURES			5652

Cautionary Statement Regarding Forward-Looking Statements

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:

•

• future revenues, expenses and profitability;

•

•currency ~~the~~exchange ~~future~~rate ~~development~~ and ~~expected~~inflationary ~~growth of our business~~impacts;

•

•the ~~projected~~future ~~capital~~development ~~expenditures~~and expected growth of our business;

•

•projected ~~attendance~~capital ~~at movies generally or in any of the markets in which we operate~~expenditures;

•

•access ~~the number or diversity of popular movies released and our ability~~ to ~~successfully~~capital ~~license and exhibit popular films~~resources;

•

•attendance ~~national~~at ~~and~~movies ~~international~~generally ~~growth~~or in ~~our~~any ~~industry~~of the markets in which we operate;

•

•the ~~competition~~number ~~from~~and ~~other~~diversity ~~exhibitors~~of ~~and~~popular ~~alternative~~movies ~~forms~~released, the length of ~~entertainment~~exclusive theatrical release windows, and our ability to successfully license and exhibit popular films;

•

•national ~~determinations~~and ininternational ~~lawsuits~~growth in ~~which~~our ~~we are defendants~~industry; ~~and~~

•

•competition ~~the~~from ~~impact~~other ~~of the COVID-19 pandemic on us~~exhibitors, ~~the~~alternative ~~motion~~forms ~~picture~~of ~~exhibition~~entertainment ~~industry,~~ and ~~the~~content ~~economy~~delivery invia ~~general,~~streaming ~~including our response to the COVID-19 pandemic related to suspension of operations at our theatres, personnel reductions~~ and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees.formats;

•

~~You~~determinations 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~~lawsuits ~~forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described~~ in ~~the~~which ~~“Risk~~we ~~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~~party; ~~of new information, future events or otherwise.~~and

•

Cinemark USA, Inc. is a Texas corporation incorporated in 1984 and a wholly-owned subsidiary of Cinemark Holdings, Inc. Our principal executive offices are at 3900 Dallas Parkway, Plano, Texas 75093. Our telephone number is (972) 665-1000. General information about us can be found 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) or15(d) of the ~~Exchange~~impact ~~Act are available on our website free~~ of ~~charge under~~ the ~~heading "Investor Relations~~ COVID-19 ~~Financials~~pandemic -on ~~SEC~~us ~~Filings" as soon as reasonably practicable after such reports are filed with, or furnished to, the Securities~~ and ~~Exchange Commission, or~~ the ~~SEC.~~motion ~~Additionally,~~picture ~~all~~exhibition ~~of our filings with the SEC can be accessed on the SEC's website at www~~industry.~~sec.gov.~~

~~Unless~~You can identify forward-looking statements by the ~~context~~use ~~otherwise~~of ~~requires~~words such as “may,” ~~all~~“should,” ~~references~~“could,” to“estimates,” “wepredicts,” “~~our~~potential,” “uscontinue,” “~~the~~anticipates,” ~~issuer~~“believes,” “plans,” “~~the~~expects,” ~~Company~~“future” orand “~~Cinemark~~intends” ~~relate~~and similar expressions which are intended to ~~Cinemark~~identify ~~USA,~~forward-looking ~~Inc~~statements. ~~and~~These ~~its~~statements ~~consolidated~~are ~~subsidiaries.~~not ~~All~~guarantees ~~references~~of tofuture ~~Latin~~performance ~~America~~and are subject to ~~Brazil~~risks, ~~Argentina,~~uncertainties ~~Chile,~~and ~~Colombia,~~other ~~Peru~~factors, ~~Ecuador,~~some ~~Honduras,~~of Elwhich ~~Salvador,~~are ~~Nicaragua,~~beyond ~~Costa~~our ~~Rica,~~control ~~Panama~~and difficult to predict, ~~Guatemala~~including, ~~Bolivia~~among others, ~~Curacao~~the impacts of the COVID-19 pandemic. Such risks and ~~Paraguay~~uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. ~~Unless~~In ~~otherwise~~evaluating ~~specified~~forward-looking statements, ~~all~~you ~~operating~~should carefully consider the risks and ~~other~~uncertainties ~~statistical~~described ~~data~~in the “Risk Factors” section in Item 1A and elsewhere in this Form 10-K. All forward-looking statements attributable to us or persons acting on our behalf are asexpressly ofqualified in their entirety by the cautionary statements and ~~for~~risk factors contained in this Form 10-K. Forward-looking statements contained in this Form 10-K reflect our view only as of the ~~year~~date ~~ended~~of ~~December 31~~this Form 10-K. We undertake no obligation, ~~2020~~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.

Cinemark USA, Inc. is a Texas corporation incorporated in 1984 and a wholly-owned subsidiary of Cinemark Holdings, Inc. Our principal executive offices are at 3900 Dallas Parkway, Plano, Texas 75093. Our telephone number is (972) 665-1000. General information about us can be found 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 Exchange Act are available on our investor relations website at ir.cinemark.com free of charge under the heading "SEC Filings" as soon as reasonably practicable after such reports are filed with, or furnished 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.

Unless the context otherwise requires, all references to “we,” “our,” “us,” “the issuer”, “the Company” or “Cinemark” relate to Cinemark USA, 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 is as of or for the year ended December 31, 2021.

PART I

Item 1. Business

Cinemark USA, Inc. and its subsidiaries isoperate ~~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~~Latin America.

We are a leader and one of the most geographically diverse operators in the motion picture exhibition industry. As of December 31, ~~2020~~2021, we operated ~~531~~522 theatres and 5,~~958~~868 screens in the U.S. and Latin America. Our U.S. circuit had ~~331~~321 theatres and 4,~~507~~408 screens ~~in 42 states~~ and our international circuit had ~~200~~201 theatres and 1,~~451~~460 screens inacross 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 has contributed to our historically consistent financial performance.

As of December 31, ~~2020~~2021, we managed our business under two reportable operating segments: U.S. markets and international markets. See Note 19 to our consolidated financial statements.

Impact of COVID-19 Pandemic

The ~~outbreak of the~~ COVID-19 pandemic has had an unprecedented impact on the world and ~~our~~the ~~industry. As a~~ movie ~~exhibitor~~exhibition ~~that~~industry. ~~operates~~The ~~spaces~~social ~~where~~and ~~patrons~~economic ~~gather~~effects ~~in close proximity, we~~ have been, ~~and continue to be, significantly impacted by the COVID-19 pandemic~~widespread. AtWe ~~the initial outbreak of the COVID-19 pandemic, to comply with government mandates, we~~ temporarily closed ~~all of~~ our theatres in the U.S. and Latin America ~~effective~~beginning ~~March~~in ~~17, 2020 and~~ March ~~18,~~of 2020, ~~respectively.~~at Inthe ~~conjunction~~onset ~~with~~of the ~~temporary~~COVID-19 ~~closure~~outbreak. Additionally, ofwe ~~our~~implemented ~~theatres~~various incash ~~March~~preservation ~~2020~~strategies, weincluding, ~~implemented~~but not limited to, temporary personnel and salary reductions, ~~limited~~halting non-essential operating and capital expenditures, ~~and~~negotiating ~~negotiated~~ modified timing and/or abatement of contractual payments with landlords and other major suppliers ~~until~~and ~~our~~the ~~theatres~~suspension ~~reopened. In~~of ~~addition,~~dividends weto ~~suspended~~Cinemark ~~our~~Holdings, ~~quarterly dividend~~Inc.

Throughout 2020 and 2021 we reopened theatres as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of December 31, ~~2020~~2021, weall ~~had reopened 217~~ of our domestic and international theatres were open. New film content returned in April 2021 and ~~129~~expanded throughout the year leading up to the December release of ~~our~~Spider-Man: ~~international~~No ~~theatres~~Way Home, ~~showing~~which ais ~~limited~~now ~~volume~~an all-time top 10 film in terms of ~~new~~worldwide ~~releases~~box ~~along~~office. The ~~with~~industry’s ~~library~~recovery to historical levels of new film content, ~~during~~both ~~reduced~~in ~~operating~~terms ~~hours~~of ~~with~~the ~~limited~~number ~~capacities~~of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Some of the health and safety protocols that we have implemented in our theatres for the safety of our employees, guests and surrounding communities include:

• staggering showtimes and limiting capacities to maximize physical distancing;

• instituting seat buffering technology to ensure social distancing within the auditorium;

• requiring face masks for all guests within the theater, which may only be removed for eating and drinking in the auditoriums;

• implementing stringent disinfecting and sanitizing protocols and providing ample supplies of hand sanitizer and seat wipes for patrons;

• delivering an abundant supply of fresh outdoor air, maintaining optimal air circulation and eliminating potential pollutants through filtration;

• encouraging contactless transactions; and

• requiring that employees receive special training, participate in wellness check-ins and use personal protective wear, including face masks and gloves.

While some staffing has been brought back to support theatre reopenings, we continue operating with reduced staffing and limiting capital expenditures to essential activities and projects. Government restrictions also continue to fluctuate with the status of the virus, impacting our reopening plans. We continue to work with landlords and other vendors on modified contractual payment terms while we continue to navigate through the impact of the COVID-19 pandemic and seek to recover a routine level of operations

Our focus on maintaining a strong balance sheet and low leverage allowed us to enter the global COVID-19 pandemic in a solid financial position. Based on our current estimates of recovery, we believe we have and will generate sufficient cash to sustain operations. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service existing and future indebtedness, some of which are significant.

Motion Picture Exhibition Industry Overview

Domestic

~~North~~Preliminary ~~American~~estimates ~~industry~~indicate ~~results~~that ~~for~~North ~~2020~~American ~~are~~box ~~not~~office ~~yet~~revenues ~~available,~~were ~~and~~approximately as$4.5 abillion ~~result~~for of2021, ~~the~~up ~~COVID-19~~more ~~pandemic~~than ~~and~~100% ~~resulting~~as ~~temporary~~compared ~~theatre~~with ~~closures,~~2020. ~~are~~Industry ~~expected~~statistics continued to beimprove ~~significantly~~through ~~lower~~2021 ~~than~~as ~~prior~~theatres ~~years. Preliminary~~reopened, ~~estimates~~new ~~indicate~~films ~~that box office revenues~~ were ~~approximately~~released ~~$2.2~~and ~~billion~~capacity ~~for~~and ~~2020,~~other ~~down~~restrictions ~~approximately~~were ~~81% as compared to 2019~~removed.

The following table represents the results of a survey by Motion Picture Association ~~of America~~, or ~~MPAA~~MPA, published ~~during~~in March ~~2020~~2021, outlining the historical trends in ~~U.S.~~North American box office performance for the five-year period from ~~2015~~2016 through ~~2019~~2020. Box office performance has historically been primarily dependent on the quality, quantity and timing of film product.

	U.S. Box
	North America
	Office Revenues		Attendance		Average Ticket
	Box Office Revenues		Attendance		Average Ticket
Year	($ in billions)		(in billions)		Price
2015	$	11.1		1.32	$	8.43
2016	$	11.4		1.32	$	8.65
2017	$	11.1		1.24	$	8.97
2018	$	11.9		1.30	$	9.11
2019	$	11.4		1.24	$	9.16
2020	$	2.2		0.24	$	9.37

While the industry experienced drastically reduced results during 2020 as a direct result of the COVID-19 pandemic, industry statistics show slight increases and decreases in attendance over the past five years. Historically, domestic box office revenues remained relatively stable during this period. Even during recessionary periods, industry results demonstrated stability and a continued ability to attract consumers. Box office performance has been primarily dependent on the quality, quantity and timing of film product. Average ticket prices can also be driven by the mix of film product and availability of films in premium formats.2

Films released during the year ended December 31, ~~2020~~2021 included ~~Bad~~Shang-Chi ~~Boys~~and ~~for Life, Sonic~~ the ~~Hedgehog,~~Legend ~~Birds~~ of ~~Prey, Dolittle, The Invisible Man and The Call of~~ the ~~Wild. The~~Ten ~~carryover~~Rings, ofVenom: ~~late~~Let ~~2019~~There ~~releases~~Be ~~such~~Carnage, asBlack ~~1917~~Widow, ~~Jumanji~~F9: ~~The~~ ~~Next Level and Star Wars:~~ The ~~Rise~~Fast ofSaga, ~~Skywalker~~Eternals, ~~also~~No ~~contributed~~Time to ~~industry box office during early 2020. Due to the temporary closure of many theatres beginning in March~~Die, ~~movie~~A ~~studios~~Quiet ~~delayed~~Place ~~the~~Part ~~release of many films originally planned for 2020. As we reopened our domestic theatres~~II, weGhostbusters: ~~offered patrons primarily library content~~Afterlife, ~~bringing~~Free ~~back~~Guy ~~many classics to the big screen. As more theatres reopened~~ and ~~enhanced~~Jungle ~~health~~Cruise and ~~safety protocols were implemented, studios began releasing new content, which included Wonder Woman 1984, Tenet, The Croods~~Spider-Man: ANo ~~New~~Way ~~Age~~Home, ~~The~~among ~~New~~other ~~Mutants, Unhinged, The War with Grandpa and Honest Thief~~films.

International

~~According~~Preliminary toestimates ~~MPAA,~~for ~~international~~Latin American box office revenues were approximately $301.81 billion for ~~the year ended December 31~~2021, ~~2019. More~~up ~~specifically,~~more ~~Latin~~than ~~American~~100% ~~box~~compared ~~office~~with ~~revenues~~2020 ~~were~~and ~~$2.7~~more ~~billion~~than ~~for~~60% ~~the~~below ~~year ended December 31,~~ 2019 levels. As noted above, industry ~~performance~~results for ~~2020~~2021 ~~was significantly impacted by the COVID-19 pandemic and results~~ are not yet ~~available~~final. ~~Preliminary estimates for Latin American box office revenues for 2020 is $0.3 billion, down approximately 89% compared to 2019.~~

3In addition to the quality, quantity and timing of Hollywood film product, performance in Latin American markets is also impacted by political and social conditions, 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 revenues. As a result of the continued impacts of the COVID-19 pandemic, theatres in certain Latin American countries were subject to phased re-openings, limited operating hours and other capacity limitations during 2021. As of December 31, 2021, all of the Company's international theatres had reopened, though some remained subject to certain capacity and other restrictions. These restrictions are expected to continue to ease as COVID-19 cases decrease and vaccination rates improve in Latin American countries.

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. However, local restrictions and regulations implemented as a result of the COVID-19 pandemic impacted movie production and movie-going during 2020 similar to the U.S.

Drivers of Continued Industry Success

Industry dynamics continue to evolve as aexhibitors ~~result~~recover from the widespread impacts of the COVID-19 pandemic, but we believe the following factors will continue to drive the strength of our industry:

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, we believe 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 theme parks and branded retail merchandise. While some film releases for ~~2020~~2021 did not have, ~~and~~a ~~certain~~normal ~~films~~exclusive ~~for~~theatrical ~~2021~~release ~~are~~window ~~not~~due ~~expected~~ to ~~have~~temporary theatre closures, alimited ~~normal~~operating ~~exclusive~~hours ~~theatrical~~and ~~release~~capacity ~~window~~limitations ~~due~~as totheatres ~~theatre~~reopened, ~~closures~~and ~~associated~~studio ~~with~~efforts ~~the~~to ~~COVID-19~~build ~~pandemic~~their streaming platforms’ membership, theatrical exhibition is expected to continue to contribute a ~~significant~~meaningful portion of overall studio revenues ~~generated~~as bydemonstrated aduring ~~film~~2021. For theatrical releases, we expect most of the studios to observe an exclusive theatrical window, albeit shorter than historical levels, as the effects of the COVID-19 pandemic wane.

Convenient and Affordable Form of Premium Out-Of-Home Entertainment. Post COVID-19 pandemic, as venues continue to reopen and restrictions are lifted, we expect consumption of media and out-of-home experiential offerings to continue to increase due to pent up demand associated with the COVID-19 pandemic. Movie -going remains one of the most convenient and affordable forms of out-of-home entertainment. While the average movie ticket price in the U.S. was $9.16 for 2019, average prices for other forms of out-of-home entertainment in the U.S., including sporting events and theme parks, ranged from approximately $32.99 to $102.35 per ticket according to ~~MPAA~~MPA. ~~(As~~Industry ofdata ~~the~~for ~~date~~2021 ofis ~~this~~not ~~report,~~yet ~~2020~~available ~~industry~~and 2020 data ~~was~~is not ~~yet~~representative ~~available~~due to the impacts of the COVID-19 pandemic.)

Expansion of Concepts and Product Offerings that Enhance the Movie~~-Going~~ Viewing Experience. Over recent years, the motion picture exhibition industry has invested in the development of 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 in-home and out-of-home entertainment options. Some examples include changing the overall style, and amenities of theatres, asincluding ~~well as~~ expansion of concession product offerings that provide more variety to traditional popcorn, fountain drinks and candy. Enhanced ~~projection~~digital ~~and~~projectors, enhanced sound equipment and motion seats are offered in some locations to ~~further~~create ~~enhance~~an ~~the~~immersive movie-going ~~viewing~~ experience. New ~~and~~alternative ~~enhanced~~content ~~programming~~is ~~alternatives~~expanding ~~expand~~ the industry’s entertainment offerings to attract a broader customer base. As a result of the COVID-19 pandemic, we offered new options to our guests, including Private Watch Parties to allow them to see a movie of their choice with a group of their choice as well as seat buffering technology to facilitate social distancing while enjoying out-of-home entertainment. We ~~offered~~also ~~many classic and holiday movies in the absence of new film releases. To encourage contactless transactions in our theatres, while further enhancing the movie-going experience, we~~ developed mobile ~~concession~~concessions ordering and delivery-to-seat options ~~in some locations~~.

Contribution of International Markets to Box Office Performance. International markets continue to be an important component of the overall box office revenues generated by Hollywood films, accounting for $30.8 billion, or approximately 73%, of 2019 total worldwide box office revenues according to MPAA. (As of the date of this report, 2020 industry data was not yet available.) Theatres in international markets are continuing to reopen as local restrictions are revised. Film release schedules are expected to follow those of the U.S. consistent with previous years. We believe the contribution of markets outside North America to the global box office revenues will continue to be meaningful.3

Our Strategy

Our primary objective ~~for~~is ~~the past few years has been~~ to attract and expand audiences to maximize attendance and box office, and then pursue ~~monetization~~other opportunities to capture ancillary revenue. We ~~focused~~have continued to focus on providing an extraordinary guest experience, investing in our core circuit and ~~continuing~~organic growth to ~~grow~~accomplish ~~organically~~these goals. Our near term focus is to ~~accomplish~~effectively navigate the ongoing COVID-19 pandemic, reignite the theatrical exhibition industry and evolve our business for post-pandemic success. As always, we continue to keep the safety of our employees, guests and communities a key priority.

4Our long-term strategies include:

~~these~~Provide ~~goals~~an Extraordinary Guest Experience. ~~While~~We differentiate our ~~long-term~~theatres ~~strategies~~by ~~remain~~focusing ~~consistent,~~on ~~for~~various initiatives that continuously enhance the ~~near~~in-theatre ~~term~~guest weexperience. ~~have~~We ~~shifted~~adapt our ~~focus~~theatre amenities to ~~cash~~each ~~preservation~~market, ~~and~~which ~~liquidity,~~may ~~closely~~include ~~managing~~Luxury ~~costs~~Lounger ~~and~~recliner ~~restructuring~~seats, our ~~operations~~own ~~and~~premium ~~teams~~large toformat, beXD, ~~more~~expanded ~~efficient,~~food and ~~keeping~~beverage ~~our~~offerings ~~guests~~ and ~~employees~~Snacks ~~safe~~In A Tap mobile concessions ordering. Investments in these amenities allow us to create and ~~healthy~~maintain a high-quality theatrical experience throughout our circuit. We ~~expect~~believe ~~this~~our ongoing focus toon ~~continue~~providing ~~until~~an weextraordinary ~~fully~~in-theatre ~~recover~~guest ~~from~~experience ~~the~~is ~~impact~~a primary factor of ~~the~~our ~~COVID~~consistent industry-19leading ~~pandemic~~results.

~~Upon~~Enhance ~~recovery~~Overall ~~from~~Guest ~~the~~Engagement. Consistent ~~impacts~~investment ofin ~~the~~our ~~COVID-19~~website ~~pandemic~~and mobile application features, customized guest interactive functionality and ~~the~~our ~~resurgence~~loyalty ofand ~~the~~subscription ~~industry,~~programs provide a personalized experience to our ~~long-term~~guests. ~~strategies~~We ~~will~~pursue ~~again~~a ~~become~~wide ~~front~~range of strategic marketing initiatives to communicate and ~~center~~build consumer awareness to better understand the unique preferences of our guests and enrich their movie-going experience. ~~These~~ ~~include:~~

~~Provide~~Pursue anOrganic ~~Extraordinary~~and ~~Guest~~Synergistic ~~Experience~~Growth Opportunities While Maintaining Core Circuit. We ~~differentiate~~have ~~our~~consistently ~~theatres~~reinvested byour ~~focusing~~cash onflows ~~various~~from ~~initiatives~~operations ~~that~~in ~~continuously~~our ~~enhance~~circuit ~~the~~with ~~in-theatre~~a ~~guest~~focus ~~experience.~~on Wenew ~~have~~and aexciting ~~market-adaptive~~ways ~~approach~~to ~~with~~attract ~~our~~guests. In ~~theatre~~addition ~~amenities,~~to ~~including~~our Luxury Lounger recliner seats, ~~our~~and ~~exhibitor-branded~~ premium large format, XD auditoriums, ~~and~~we ~~expanded~~have ~~food~~incorporated ~~and~~premium ~~beverage~~concepts ~~offerings.~~such ~~Our~~as ~~investment~~full inbars ~~these~~and ~~preferred~~dine-in ~~amenities~~options. ~~allows~~We usselectively tobuild ~~create~~or ~~and~~acquire ~~maintain~~new atheatres ~~high-quality~~in ~~theatrical~~markets ~~experience~~where ~~throughout~~we ~~our~~can ~~circuit.~~establish Weand ~~believe~~maintain ~~our~~a ~~ongoing~~strong ~~focus~~market onposition. ~~providing~~We anbuilt ~~extraordinary~~seven ~~in-theatre~~theatres ~~guest~~with ~~experience~~70 isscreens aduring ~~primary~~2021. We ~~factor~~will ofcontinue ~~our~~to ~~consistent~~be ~~industry-leading~~opportunistic ~~results.~~and ~~While~~make ~~our~~quality ~~capital~~ investments ~~may~~that bemeet ~~reduced~~our ~~temporarily,~~return weon ~~will~~investment ~~continue~~criteria towhile ~~ensure~~prioritizing ~~that~~ our ~~locations~~liquidity ~~are well maintained~~needs.

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 have consistently reinvested our cash flows from operations 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 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. During the year ended December 31, 2019, we also grew organically and built eleven new theatres with 97 screens and acquired two theatres with 30 screens. As a result of a significant reduction in our operating cash flows for 2020, we halted nonessential capital expenditures and reduced our capital expenditures to $83.9 million for the year. We built four theatres with 44 screens during 2020, as these projects were underway at the start of the COVID-19 pandemic. For the short term, we will continue to focus our capital investments on essential projects and maintaining the high quality of our assets, while we refortify our balance sheet.

Competitive Strengths

We believe the following strengths have allowed us to compete effectively in the past, ~~and~~helped ~~continue to help~~ us navigate ~~through~~ the impacts of the COVID-19 pandemic and will be guiding principles as we continue to recover from the impacts of the pandemic:

Disciplined Operating Philosophy. Our balanced and disciplined investment approach centers on ~~building new theatres,~~ thoughtfully reinvesting in our existing theatres, building new theatres and acquiring theatres that will complement our circuit and offer a meaningful return. 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 have long believed in the combination of a strong balance sheet and ensuring our capital investments earn a solid return. This philosophy has ~~proved~~proven to be successful ~~for us,~~ and helped us enter the COVID-19 pandemic in a ~~strong~~healthy financial position. We ~~will~~were ~~continue to be~~ disciplined with our cash management and liquidity strategies as we ~~recover~~navigated ~~from~~through the ~~impacts~~temporary closure of our theatres and during the phased reopening of our theatres. As we recover from the COVID-19 pandemic, ~~ensuring~~ we ~~effectively~~are ~~service~~focused on refortifying our ~~debt~~balance sheet, while still investing in long-term growth opportunities. We continue to evaluate the performance of our existing circuit and ~~other~~carefully ~~obligations~~consider closing underperforming theatres if more favorable results cannot be achieved.

Leading Position in Our U.S. and Latin American Markets. ~~Based~~We ~~on our performance in recent years, 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~~2021, 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. During 2021, we held our leadership position as we were one of the first circuits to begin reopening theatres in the U.S., gaining market share of the overall North American box office as a result. We retained a meaningful portion of that market share growth throughout 2021.

We have successfully established a significant presence in major cities in Latin America, with theatres in 15 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. While our performance during 2020 and 2021 was impacted by the temporary closure of our theatres, we gained overall market share in Latin America as we reopened all of our theatres during 2021. We have retained a meaningful portion of that market share growth as additional new film content was released throughout 2021.

State-of-the-Art Theatre Circuit. We build new theatres and consistently invest in our existing theatres to maintain a state-of-the-art movie-going experience, which we believe makes our theatres preferred destinations for moviegoers in our markets. We will continue to be opportunistic and make quality investments in our circuit while prioritizing our liquidity needs.

We offer our guests a premium large format experience through our 16 IMAX auditoriums across our worldwide circuit and our 281 XD auditoriums represent 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 Barco Auro-Max 11.1 sound systems 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 with no additional revenue share component outside of routine film rental. We plan to continue adding new XD locations and second XD screens to certain existing domestic locations during 2022.

We have started a multi-year project to strategically convert our auditoriums to Cinionic RGB laser projectors, further enhancing the movie-going experiences. We have also incorporated Luxury Lounger recliner seats into all of our recent domestic new builds and have repositioned many of our existing domestic theatres to offer this premium seating feature. We currently feature Luxury Loungers in 2,870 domestic auditoriums, representing more than 65% of our domestic circuit.

We currently have auditoriums that offer seats with immersive cinematic motion, which we refer to as motion seats, in 124 theatres throughout our circuit. These motion seats are programmed in harmony with the audio and video content of the film and further immerse guests into the on-screen action.

We offer enhanced food and beverages such as gourmet pizzas, burgers, and sandwiches, and a selection of beers, wine and cocktails, all of which can be enjoyed in the comfort of the auditoriums, at a majority of our theatres. We also offer full bars or dine-in areas in many of our locations and we will continue to expand these amenities to additional locations. In the U.S., we offer mobile concession ordering called Snacks In A Tap at nearly all of our U.S. theatres allowing guests to pre-pay for select concession products and pick them up at the concession stand upon arrival or have them delivered to their seat. We plan to expand mobile concession ordering and delivery to seat to our Latin American theatres in 2022.

Experienced Management. Led by Chairman and founder Lee Roy Mitchell, President and Chief Executive Officer Sean Gamble, Chief Financial Officer Melissa Thomas, President International Valmir Fernandes, and Executive Vice President and General Counsel Michael Cavalier, our global operational management team has extensive industry experience. Additionally, our country general managers are local citizens familiar with political, social, cultural and economic factors impacting their country, which enables them to more effectively manage the local business. Our global management team has successfully navigated us through many industry and economic cycles over the years, and their leadership in steering the Company during the COVID-19 pandemic is a testament to their abilities and effectiveness as stewards of the Company.

the San Francisco Bay Area, Dallas, Houston, Salt Lake City, Sacramento, Cleveland, Austin and Las Vegas. During 2020, we continued our leadership position as we were one of the first circuits to start to reopen our theatres and we have remained open as local regulations allow. As of December 31, 2020, we had 217 theatres reopened in the U.S.

Located in Top Latin American Markets. We have successfully established a significant presence in major cities in Latin America, with theatres in 15 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. While our performance during 2020 was impacted by the temporary closure of our theatres, we continue to reopen theatres in the region with 129 open as of December 31, 2020.

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 the year ended December 31, 2019, we built eleven new theatres with 97 screens. Our capital investments were very limited during 2020 due the COVID-19 pandemic, but we built four theatres with 44 new screens. As of December 31, 2020, we had commitments to open 195 new screens over the next three years. We have also started to convert our theatres to laser projectors, further enhancing the movie-going experiences. We expect the conversion to be completed over the next ten 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 2,815 domestic auditoriums, representing almost 63% of our domestic circuit.

We offer our guests a premium large format experience through our 16 IMAX screens and our 278 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 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 60% 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 121 theatres throughout our worldwide circuit.

Experienced Management. Led by Chairman and founder Lee Roy Mitchell, Chief Executive Officer Mark Zoradi, Chief Operating Officer and Chief Financial Officer Sean Gamble, President-International Valmir Fernandes, and Executive Vice President and General Counsel Michael Cavalier, our global operational management team has extensive industry experience. Additionally, our country general managers are local citizens familiar with cultural, political and economic factors impacting their country, which enables them to more effectively manage the local business. Our global management team has successfully navigated us through many industry and economic cycles over the years and their leadership in steering the Company during the COVID-19 pandemic is a testament to their abilities and effectiveness as stewards of the Company.

Theatre Operations

As of December 31, ~~2020~~2021, we operated ~~531~~522 theatres and 5,~~958~~868 screens in 42 U.S. states and 15 Latin American countries.

We opened our first theatre in the U.S. ~~during~~in 1984. Our domestic circuit has expanded primarily due to organic growth and ~~two significant~~ acquisitions. We currently have theatres in 105 designated market areas, or DMAs. ~~The~~We ~~following~~first ~~table~~entered ~~summarizes~~Latin ~~the~~America ~~geographic~~when ~~locations~~we opened a theatre in Santiago, 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 Urisk through a diversified international portfolio, which includes theatres in 15 of the 20 largest metropolitan areas in South America.S We have established significant presence in Brazil and Argentina, where we are the largest exhibitor. ~~theatre~~We ~~circuit~~also ashave ofsignificant ~~December 31~~market presence in Colombia, ~~2020~~Peru and Chile.

	Total	Total
State	Theatres	Screens
Texas	86		1,144
California	62		819
Ohio	27		349
Utah	15		190
Nevada	9		140
Colorado	9		136
Illinois	8		110
Kentucky	8		109
Pennsylvania	8		107
Florida	7		122
Arizona	7		104
Washington	7		81
Louisiana	6		83
North Carolina	6		73
Oregon	5		84
Virginia	5		68
Iowa	4		62
Connecticut	4		58
Oklahoma	4		57
New Jersey	4		50
Michigan	3		46
Arkansas	3		44
Mississippi	3		41
Indiana	3		34
South Carolina	3		34
Maryland	2		39
New Mexico	2		38
Massachusetts	2		30
Georgia	2		27
South Dakota	2		26
Montana	2		25
Delaware	2		22
West Virginia	2		22
Kansas	1		20
Idaho	1		18
New York	1		17
Alaska	1		16
Alabama	1		14
Tennessee	1		14
Wisconsin	1		14
New Hampshire	1		12
Minnesota	1		8
Total	331		4,507

The following table summarizes the geographic locations of our theatre circuit as of December 31, 2021.


Country	Total Theatres		Total Screens
United States		321		4,408
Brazil		86		631
Argentina		22		191
Colombia		30		177
Chile		20		142
Central America(1)		18		126
Peru		14		113
Ecuador		8		51
Bolivia		1		13
Paraguay		1		10
Curacao		1		6
Total		522		5,868

(1)

WeIncludes ~~first entered Latin America when we opened a theatre in Chile in 1993. Since then~~Honduras, ~~through~~El ~~our focused international growth strategy~~Salvador, ~~we have developed one of the most geographically diverse theatre circuits in the region. We have balanced our risk through a diversified international portfolio~~Nicaragua, ~~which~~Costa ~~includes theatres in 15 of the 20 largest metropolitan areas in South America. We have established significant presence in Brazil and Argentina~~Rica, ~~where~~Panama ~~we are the largest exhibitor. We also have significant market presence in Colombia, Peru~~ and ~~Chile~~Guatemala. ~~The following table summarizes the geographic locations of our international theatre circuit as of December 31, 2020.~~

Country	Total Theatres		Total Screens
Brazil		86		633
Colombia		31		181
Argentina		22		191
Chile		20		141
Central America(1)		18		127
Peru		12		98
Ecuador		8		51
Bolivia		1		13
Paraguay		1		10
Curacao		1		6
Total		200		1,451

(1) Includes Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala.

Content

We offer a variety of content at our theatres. During ~~the COVID-19 pandemic~~2021, as we ~~were~~transitioned ~~reopening~~back ~~theatres,~~from ~~we offered~~ primarily offering library content to ~~our~~offering ~~guests, and we added~~ new releases as they became available. We also ~~offered~~continued to offer our guests the ability to select a film for private viewing with our Private Watch Parties in a group of up to 20 family members and friends. In normal operating times, 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~~monitor ~~play~~upcoming ~~art~~films and ~~independent~~other ~~films,~~content ~~under~~and ~~our~~work ~~CineArts~~diligently ~~banner,~~with atfilm ~~many~~distributors ofto ~~our~~license ~~U.S.~~content ~~theatres~~that ~~and~~we ~~offer~~believe ~~local~~will ~~film~~be ~~product~~most successful in our ~~international~~theatres. ~~markets,~~We ~~providing~~play amainstream ~~variety~~films offrom ~~film~~many ~~choices~~different togenres, ~~our~~such ~~guests. We~~as ~~have~~animated ~~also~~films, ~~historically~~family ~~offered~~films, adramas, ~~Classic~~comedies, ~~Series~~horror atand aaction ~~majority~~films. ofWe ~~our~~offer ~~U.S.~~content ~~theatres~~in both 2-D and ~~some~~3-D formats in all of our ~~international~~ theatres, ~~which~~and ~~involves~~in ~~playing~~many ~~digitally~~locations, ~~re-mastered~~we ~~classic~~offer ~~movies~~either ~~from~~our aown ~~variety~~premium oflarge ~~genres~~format, ~~during~~XD ~~non-peak~~or ~~times~~IMAX. We also offer ~~multi-cultural~~a ~~foreign~~format ~~language~~that ~~films~~features ~~and~~motion ~~e-sports~~seats ~~gaming~~and ~~events~~added insensory ~~our theatres~~features.

~~Our~~We ~~joint~~regularly ~~venture,~~play ACart ~~JV,~~and ~~LLC,~~independent ~~with~~films ~~Regal~~at ~~Entertainment~~many ~~Group,~~of orour ~~Regal,~~U.S. theatres and ~~AMC~~offer ~~Entertainment,~~local ~~Inc.,~~film orproduct ~~AMC,~~in ~~provides~~our ~~marketing~~international ~~and~~markets, ~~distribution~~providing ofa ~~live~~variety ~~and~~of ~~pre-recorded~~film ~~entertainment~~choices ~~programming~~ to ~~movie~~our ~~theatres~~guests. toWe ~~augment~~have ~~theatres’~~historically ~~feature~~offered ~~film~~a ~~schedules,~~classic series, which ~~includes~~involves ~~the~~playing ~~Metropolitan~~digitally ~~Opera,~~re-mastered ~~sports~~classic ~~programs,~~movies ~~concert~~from ~~events,~~a ~~and~~variety ~~other~~of ~~special presentations~~genres, ~~that~~at ~~may~~a bemajority ~~live~~of orour ~~pre-recorded~~U.S. ~~We,~~theatres ~~along~~and ~~with~~some ACof ~~JV,~~our ~~LLC,~~international ~~continue~~theatres toduring ~~identify~~non-peak ~~new~~times. We ~~ways~~exhibit toa ~~utilize~~variety ~~our~~of ~~theatre~~multi-cultural ~~platform~~foreign tolanguage ~~provide~~films, ~~alternative~~e-sports ~~content~~gaming toevents ~~consumers~~and ~~beyond~~private ~~movies~~gaming parties 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 through Fathom Events 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 continue to explore new ways to utilize our theatre platform to provide new content to our guests, including electronic gaming events, traditional sports and other live and pre-recorded events.

Film Licensing

In the ~~domestic marketplace~~U.S., our corporate film department negotiates with film distributors to license films for each of our domestic theatres. InLocal film personnel 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.

InFilm ~~both~~distributors ~~our~~determine ~~domestic and international locations, we pay~~ film ~~rental~~release ~~fees~~dates ~~based~~and ~~on a~~ film’s ~~box~~marketing ~~office~~campaigns ~~receipts~~and atthe ~~our~~related ~~theatres.~~expenditures, ~~Film~~while ~~rental~~we ~~rates~~ are ~~negotiated~~responsible ~~based~~for onbooking ~~either a sliding scale formula under which~~ the ~~rate~~films isat ~~based~~each onof aour ~~standard~~theatres ~~rate~~at ~~matrix~~the ~~that~~optimal isshowtimes ~~established~~for ~~prior~~our ~~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~~guests.

In both our domestic and international locations, film rental fees are based on a film’s box office receipts. The majority of film rental rates are negotiated on a sliding scale formula, under which the rate is based on a standard rate matrix that is established prior to a film’s theatrical run. We negotiate other film rental rates on a firm terms formula, a percentage of box office receipts negotiated prior to a film’s theatrical run, or a rate that is negotiated after a film’s theatrical run.

Food and Beverage

Concession sales are our second largest revenue source~~, historically representing approximately 35% of total revenues~~. We have ~~devoted~~expanded ~~considerable management effort to expanding~~ concession sales by enhancing our offerings and adapting to our customers’ changing preferences, as discussed below.

Product Mix. ~~Common~~Our core 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~~Our food and beverage offerings may vary based on consumer preferences in a particular market. We ~~have~~offer ~~introduced some healthier snack and~~ beverage options for our guests, ~~which~~including ~~are available at some locations~~beer, ~~added~~wine ~~alcohol~~and ~~offerings~~other inalcoholic abeverages, ~~growing~~freshly-made ~~number~~Pizza ofHut ~~theatres~~pizzas, ~~partnered~~burgers ~~with~~and ~~Pizza~~sandwiches, ~~Hut~~as towell ~~offer~~as ~~freshly-made~~some ~~Pizza~~healthier ~~Hut~~snacks, ~~pizzas~~ in ~~select~~many of our theatres, and we also offer diverse ethnic foods based on market demographics.

InOur ~~select~~point-of-sale ~~locations,~~systems weallow ~~have~~our ~~expanded~~category ~~concession~~managers ~~product~~to ~~offerings~~monitor toproduct ~~include~~sales aand ~~broader~~make ~~variety~~adjustments ofto ~~food~~product ~~and~~mix ~~drink~~on ~~options,~~a ~~such~~theatre-by-theatre asor ~~gourmet~~market-by-market ~~pizzas,~~basis. ~~burgers,~~This ~~and~~program ~~sandwiches~~flexibility ~~and~~also aallows ~~selection~~us ofto ~~beers,~~efficiently ~~wines,~~activate and ~~cocktails,~~manage ~~all~~both ofnational ~~which~~or ~~can~~regional beproduct ~~enjoyed~~launches inand ~~the~~promotional ~~comfort~~initiatives ofto ~~the~~further ~~auditoriums~~grow food and beverage sales.

~~Our~~Pricing. ~~proprietary~~New ~~point-of-sale~~products ~~system~~and ~~allows~~promotions ~~our~~are ~~category~~introduced ~~managers~~on a regular basis to ~~monitor~~increase ~~product~~concession ~~sales~~purchase ~~and~~incidence ~~readily~~by ~~make~~existing ~~adjustments~~consumers as well as to ~~product~~attract ~~mix~~new onconsumers. aIn ~~theatre-by-theatre~~certain orinternational ~~market-by-market~~countries ~~basis,~~and ~~when~~in ~~necessary.~~all ~~This~~of ~~program~~our ~~flexibility~~domestic ~~also~~theatres, ~~allows~~we usoffer toa ~~efficiently~~free ~~activate~~loyalty program that routinely offers food and ~~manage~~beverage ~~both~~discounts. ~~national~~Our orpaid ~~regional~~subscription ~~product~~programs, ~~launches~~including Movie Club and ~~promotional~~Movie ~~initiatives~~Club toPlatinum ~~further~~in ~~grow~~the ~~food~~US, ~~and~~allow ~~beverage~~our ~~sales~~guests to receive exclusive concessions discounts.

~~Pricing~~Staff Training. ~~New~~Employees ~~products and promotions~~ are ~~introduced~~continually ontrained ain ~~regular~~proper ~~basis~~sales totechniques, ~~increase~~food ~~concession~~preparation ~~purchase~~and ~~incidence~~handling byand ~~existing~~maintaining ~~consumers~~concession asproduct ~~well as to attract new consumers~~quality. InSome ~~certain~~of ~~international~~our ~~countries~~product ~~and~~promotions ininclude ~~all~~a ofmotivational ~~our domestic theatres~~element, wesuch ~~offer~~as a ~~free~~bonus ~~loyalty~~or ~~program~~commission, that ~~routinely~~rewards ~~offers~~theatre ~~food~~staff ~~and~~for ~~beverage~~exceptional ~~discounts.~~sales ~~Our~~of ~~paid~~certain ~~Movie~~promotional ~~Club membership program also allows our domestic guests to sign-up for exclusive concessions discounts~~items.

During 2020, when we started reopening our U.S. theatres as government restrictions lifted, we limited our concession product offerings and implemented “Welcome Back” pricing discounts on core concessions (fountain soda, popcorn and candy) as well as select alcohol, hot dog and nacho products.

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. During 2020, we implemented enhanced food safety and cleanliness protocols to align with the Center for Disease Control’s, or CDC, COVID-19-specific recommendations relative to concession and restaurant areas.

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. We also have lobby bars and VIP lounges in many domestic and international theatres.

9Our proprietary Snacks in a Tap online concessions ordering capability allows moviegoers to purchase their cinema snacks in advance and have them waiting to be picked up upon arrival or delivered directly to their seat. This functionality streamlines the guest experience as it transitions from digital to in-theatre, and results in significant added convenience and enhanced guest service for customers. As of December 31, 2021, Snacks in a Tap can be used at virtually all of our U.S. theatres. Additionally, guests in our international locations can pre-pay for select concession products online or at kiosks within the theatre and pick them up at the concession stand. We plan to introduce delivery to guests at their seats in our international locations in 2022.

~~During~~Cost ~~the~~Control. ~~latter~~We ~~part~~negotiate ~~of 2020~~prices, wevolume-based ~~implemented~~rebates ~~mobile~~and ~~concession~~promotional-based ~~ordering~~rebates atfor ~~approximately~~concession ~~half~~supplies ofdirectly ~~our~~with Uconcession vendors.S. ~~theatres~~Concession ~~allowing~~supplies ~~guests~~are togenerally ~~purchase~~managed ~~and~~through ~~pre-pay~~a ~~for~~distribution ~~select~~network, ~~concession~~with ~~products~~theatres placing and ~~pick~~receiving ~~them~~orders updirectly. We monitor inventory levels at ~~the~~every ~~concession~~theatre ~~stand~~to ~~upon~~ensure ~~arrival~~proper orstock ~~have~~levels ~~them~~are ~~delivered~~maintained to ~~their~~appropriately ~~seat~~serve our guests.

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.7

AsSupply ~~previously~~chain ~~mentioned,~~interruptions toinflationary ~~focus~~pressures onare ~~operational~~increasing ~~efficiency~~costs and ~~cost~~limiting ~~reduction~~product ~~since~~availability ~~the~~in ~~start of~~ the ~~COVID-19~~near ~~pandemic,~~term. weWe ~~streamlined~~source ~~our menu offerings within each product category with a renewed focus on core brands and~~ products~~. While~~ wefrom ~~still offer~~ a ~~broad~~variety ~~assortment~~ of ~~food~~partners ~~and~~around ~~beverage~~the ~~items,~~world ~~product streamlining has allowed us~~ to ~~closely~~minimize ~~manage~~supply ~~inventory~~chain ~~levels~~interruptions and ~~reduce~~price ~~labor~~increases, ~~costs~~wherever ~~associated with more complex food offerings~~possible.

Screen Advertising

InOur ~~our~~U.S. ~~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, ~~2020~~2021, we had an approximate 2526% ownership interest in NCM. See Note 6 to our 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 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.

Upon reopening our theatres, we utilized our pre-show programming to remind guests about The Cinemark Standard, which encompasses our enhanced comprehensive cleaning and safety protocols.

Marketing and Promotions

Our investment in digital marketing and customer experience over the past several years ~~enables~~has enabled us to expand our reach to our guests, ~~and~~ communicate with them on a consistent basis, ~~regarding~~and ~~our~~streamline ~~promotions~~their ~~and~~digital ~~offerings~~customer journey. ~~The~~ ~~growth~~We incontinue ~~our~~to ~~digital~~adapt ~~communication~~our ~~ability~~capabilities ~~has~~and ~~been~~strategies ~~particularly~~to ~~effective~~engage ~~over~~movie-goers ~~the~~more ~~past~~effectively ~~year~~and tomake ~~keep~~it ~~our~~as ~~guests~~compelling ~~engaged,~~and ~~informed~~simple ~~and~~as ~~excited~~possible ~~about~~for ~~our~~them ~~theatre~~to ~~reopenings~~purchase ~~and~~their ~~“Welcome~~next ~~Back”~~movie ~~offers. We~~ticket ~~adapted~~and ~~our~~accompanying ~~marketing~~concessions ~~strategy~~from ~~with~~us. anThrough ~~emphasis~~organic onand ~~consistent~~paid ~~organic~~marketing ~~communication~~efforts, towe ~~keep~~kept our millions of guests informed through email, social media, ~~and~~ website and mobile app updates~~. We~~, ~~also~~and ~~implemented~~advertising ~~strategic~~to ~~public~~promote ~~relations~~upcoming ~~campaigns,~~content ~~both~~and ~~nationally~~keep ~~and~~Cinemark ~~locally. We~~elevated ~~supplemented~~in ~~our~~the ~~organic~~moviegoer ~~communication~~consideration ~~with~~set. ~~targeted~~This ~~advertising~~was critical to ~~communicate~~raise awareness as our ~~enhanced~~final ~~cleaning~~theatres ~~and~~reopened ~~safety~~in ~~protocols,~~the ~~generate~~first ~~theatre~~half ~~reopening~~of ~~awareness~~2021 and ~~alert~~to ~~guests~~maintain interest throughout the year as todaily ~~advance~~lives ~~ticket~~returned ~~sale~~closer ~~dates~~to normal.

~~While~~Transforming ~~awaiting~~the adigital ~~steady~~customer ~~stream~~journey ofenables ~~new~~us ~~film~~to ~~content,~~more ~~marketing~~effectively ~~and~~reach ~~promotions~~movie-goers ~~played~~through atargeted ~~pivotal~~and ~~role~~refined insearch ~~encouraging~~engine ~~moviegoers~~optimization, toand ~~visit~~gives ~~their~~the ~~local~~customer ~~Cinemark~~a ~~theatres.~~better Weexperience ~~branded~~once ~~our~~they ~~library~~are ~~content~~directed ~~“Comeback~~to ~~Classics”~~our ~~and~~website ~~had~~or ~~enticing~~app. ~~“Welcome~~We ~~Back”~~regularly ~~pricing~~conduct oncomprehensive ~~those~~analysis ~~films,~~of asthe ~~well~~search asand ~~for~~ticket ~~our~~purchase ~~limited~~processes ~~concessions~~on ~~offerings.~~our ~~We continually initiated unique~~channels, ~~interactive~~making ~~marketing~~updates ~~campaigns,~~that ~~such~~reduce asclicks ~~our Halloween giveaway~~ and 12decrease ~~Days~~the offriction ~~Merry.~~from ~~These~~search ~~campaigns~~to ~~drove~~ticket ~~loyal~~purchase. ~~and~~Regular ~~prospective~~enhancements ~~customers~~result toin ~~visit~~driving ~~our~~higher ~~website~~traffic ~~and~~volume ~~our theatres~~ to ~~earn~~our ~~discounts,~~digital ~~bonus~~channels ~~coupons~~ and ~~prizes~~increased ticket purchases.

10In an effort to more deeply engage with our guests, the visual identity and physical flow of our theatres are regularly assessed. This includes paying close attention and keeping all signage, merchandise, food and beverage vessels and employee attire updated and reflective of the modern experience.

InWe ~~recognition~~market ~~that~~our ~~there~~theatres ~~was~~and aspecial ~~segment~~events, ofincluding ~~the~~new ~~audience~~theatre ~~who~~grand ~~would~~openings, ~~prefer~~remodel toopenings ~~visit~~and ~~our~~VIP ~~theatres~~events, using email, digital advertising, and ~~stay~~radio ~~within~~and ~~their~~television ~~trusted~~advertising ~~group,~~spots. weWe ~~introduced~~exhibit ~~Private~~previews ~~Watch~~of ~~Parties.~~coming ~~Our~~attractions ~~Private~~and ~~Watch~~current ~~Party~~films as part of our on-screen pre-feature program. ~~allows~~We offer guests access to ~~rent~~movie antimes, ~~entire~~the ~~auditorium~~ability to ~~watch~~buy atheir ~~film~~tickets ~~that~~and ~~they~~reserve ~~choose~~their ~~from~~seats in advance and purchase gift cards at our ~~current~~website ~~library~~www.cinemark.com and ~~bring~~via upour mobile applications. Guests can subscribe to 20our ~~guests~~emails ~~for~~and apush ~~price~~notifications ~~range~~to ofreceive ~~$99-$149~~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.

WeIn ~~automatically paused Movie Club subscriptions upon~~ the ~~initial~~evolution ~~closure~~ of our ~~theatres~~external communication, ~~alleviating~~we ~~the~~are ~~impact~~meeting ofmovie-goers ~~recurring~~where ~~monthly~~they ~~payments~~are onand ~~members~~ensuring ~~while~~we ~~allowing~~are ~~them~~present toas ~~maintain~~they ~~their~~scroll ~~benefits~~throughout the day. ~~Additionally,~~ weWe ~~extended~~interact ~~the~~with ~~expiration~~moviegoers ~~date~~every ofday ~~all~~on ~~loyalty~~social ~~points~~media ~~into~~platforms, ~~2021.~~such

In traditional times, 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. 8

~~We interact with guests every day on social media platforms, such~~ as Instagram, Facebook, ~~and~~Snapchat, Twitter~~. Through social media~~, weand ~~provide~~Tik ~~relevant~~Tok ~~information, quick access~~ to provide advanced ticketing, ~~information~~promotions, and ~~upcoming~~event ~~movies~~information and ~~events,~~to asmonitor ~~well~~and ~~as to~~ respond to ~~guest~~guests’ ~~feedback. Guests can also utilize social media to ask~~ questions ~~regarding~~and ~~their local Cinemark theatre offerings, movie-related information or to provide suggestions~~feedback.

WeOur ~~launched a~~ subscription membership program for our domestic circuit, ~~in December 2017 named~~ Movie Club~~. Movie~~, ~~Club~~ offers guests a standard monthly ticket credit, member-pricing for a companion ticket and concession and other transaction discounts for their choice of a monthly or annual fixed price. Movie Club is a unique option to reward our loyal guests and allows us to stay informed of ~~our~~ frequent ~~guests~~moviegoers’ preferences. In September 2021, we introduced Movie Club Platinum, allowing members with a high visit frequency and/or high volume of ticket purchases during the year to earn additional movie ticket credits, receive an increased concessions discount and the ability to purchase additional tickets at a discounted price.

We offer a free domestic loyalty program to our guests, named Movie Fan. Movie Fan allows our ~~guests~~moviegoers 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. Our loyalty programs are closely monitored, and updates are consistently tested to compel consumers to prioritize visiting 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~~moviegoers and provide additional opportunities for us to partner with the studios and our vendors through targeted promotions.

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.

11We 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 ~~compete~~face ~~for~~competition ~~new~~from ~~theatre~~other ~~sites~~forms ~~with~~of ~~other~~out-of-home ~~movie~~entertainment ~~theatre~~competing ~~exhibitors~~for asthe ~~well~~public’s leisure time and disposable income, such as ~~other~~family entertainment ~~venues.~~centers, ~~Securing~~concerts, atheme ~~potential~~parks ~~site~~and ~~depends~~sporting ~~upon~~events. We ~~factors~~also ~~such~~face ascompetition ~~commercial~~for ~~terms,~~guests ~~committed~~from ~~investment~~a ~~and~~number ~~resources~~of alternative film distribution channels, ~~theatre~~such ~~design~~as ~~and~~streaming ~~capacity~~services, ~~revenue~~digital ~~potential~~downloads, video on-demand and ~~financial~~network ~~stability~~television.

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~~future ~~for the following period or for the same period in the following year~~results.

Corporate Operations

Our worldwide headquarters, referred to as the Cinemark Service ~~Centre~~Center, or CSC, is located in Plano, Texas. Personnel at the CSC 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 or a member of our international management team 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.

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 regions 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 or a member of our international management team 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.

Human Capital

Our business is seasonal and therefore, our headcount can vary throughout the year depending on the timing and success of movie releases. While we do not have unionized employees within our domestic employee base, some of our international locations are subject to union regulations.

At the time we temporarily closed our theatres in March 2020 due to the COVID-19 pandemic, we had approximately 18,000 employees in the U.S and approximately 10,500 employees in our international markets. In response to the swift and significant impacts of the COVID-19 pandemic on our business, we undertook a number of operational measures, which included temporary and permanent reductions of personnel. Our focus upon the reopening of our theatres was to re-hire our hourly team members who were impacted ~~upon~~when ~~closure~~our theatres first closed. We have reopened all of our domestic and international theatres~~. We~~ and we currently have approximately 816,~~300~~000 employees in the U.S., approximately 3025% of whom are full-time employees and 7075% of whom are part-time employees. We have approximately 68,~~300~~700 employees in our international markets, approximately 8040% of whom are full-time employees and approximately 2060% of whom are part-time employees.

~~The~~In ~~COVID-19~~our ~~pandemic~~Mission, ~~continues~~Vision toand ~~impact~~Values Statement, our employees form the ~~lives~~core of our ~~employees~~Cinemark ~~and~~Values. weWe ~~have~~strive ~~taken~~to ~~steps~~(i) toact ~~help~~with ~~protect~~honesty ~~their~~and ~~health~~integrity, respect and ~~safety~~care for each other, our guests, communities and ~~maintain~~partners, ~~business~~(ii) ~~continuity.~~provide Aa ~~vast~~safe ~~majority~~environment offor our ~~CSC~~ employees ~~continue~~and toguests, ~~work~~(iii) ~~remotely,~~be ~~which~~the best in what we ~~expect~~do ~~will~~and ~~continue~~(iv) ~~over~~empower ~~the~~our ~~near~~people ~~term.~~to ~~The~~make ~~health~~decisions and ~~safety~~take ofresponsibility. Guided by our ~~employees~~Cinemark Values, ~~guests~~we ~~and~~are ~~communities~~committed isto creating a ~~top~~company ~~priority. As~~where ~~such,~~everyone weis ~~established~~included ~~stringent~~and respected, ~~enhanced~~and ~~cleaning~~where ~~and~~we ~~safety~~support ~~protocols~~each atother in reaching our ~~corporate~~full ~~offices~~potential. ~~and~~We ~~theatres~~take pride in the fact that many of our employees, including ~~mandatory~~executive ~~face covering~~management, ~~physical~~international ~~distance~~general ~~requirements~~managers and field employees, ~~enhanced~~have significant tenure with the Company. Many of the field employees who were initially hired as we started reopening our theatres were employed by us before the pandemic.

12To attract and retain the most qualified talent, we offer competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave, free movie passes and a 401(k) retirement savings and investment plan with generous Company matching. Additionally, many of our CSC employees are eligible to work on a hybrid remote schedule. We support the continuous development of professional, technical and leadership skills of our employees by offering tuition assistance, skills development courses through partnerships with leading educational institutions, and leadership development and training both generally and as part of our diversity and inclusion initiatives. Employees are encouraged to provide feedback about their experience through periodic employee engagement surveys. These voluntary surveys provide overall and department-specific reports and enables us to improve employee experience and culture. We aspire to provide a safe, open and accountable work environment for our employees. We provide a hotline for all employees to report workplace concerns and violations with the option to report on an anonymous basis. We address such concerns and take appropriate actions that uphold our Cinemark Values.

cleaning and mandatory temperature screening. We also implemented a COVID-19 hotline to report positive COVID-19 tests. As part of that reporting process, we developed a robust contact tracing program to quickly identify team members who may have been in close contact with the infected individual.

In our Mission, Vision and Values Statement, our employees form the core of our Cinemark Values, or our Values. We strive to (i) act with honesty and integrity, respect and care for each other, our guests, communities and partners, (ii) provide a safe environment for our employees and guests, (iii) be the best in what we do and (iv) empower our people to make decisions and take responsibility. Guided by our Values, we are committed to creating a company where everyone is included and respected, and where we support each other in reaching our full potential. We take pride in the fact that many of our employees, including executive management, international general managers and field employees, have significant tenure with the Company. A vast majority of our field employees who were hired as we started reopening our theatres were employed by us prior to the pandemic.

We seek to be an equitable, diverse and inclusive company. We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work. As part of our ongoing commitment to a diverse and inclusive workforce, we support employee-driven support groups or Employee Resource Groups, or ERGs. The ERGs are open to all employees in the CSC and the Technology Operations Presentation, or TOP, Center and are based on employee interests such as work life balance, PRIDE, environmental, faith-based and cross-cultural. These groups help foster inclusion among all teammates, build awareness, recruit and retain a diverse workforce necessary for the Company to successfully operate in a global, multicultural, and evolving business environment.

To attract and retain the most qualified talent, we offer competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave and a 401(k) retirement savings and investment plan with generous Company matching. We support the continuous development of professional, technical and leadership skills of our employees by offering tuition assistance, skills development courses through partnerships with leading educational institutions, and leadership development and training both generally and as part of our diversity and inclusion initiatives. Employees are encouraged to provide feedback about their experience through periodic employee engagement surveys. These voluntary surveys provide overall and department-specific reports and enables us to improve employee experience and culture. We aspire to provide a safe, open and accountable work environment for our employees. We provide a hotline for all employees to report workplace concerns and violations. We address such concerns and take appropriate actions that uphold our Values.

Regulations

The distribution of motion pictures is largely regulated by antitrust laws and ~~has~~was ~~been~~ the subject of numerous antitrust cases in the past. The manner in which we can license films from certain major film distributors has been influenced by consent decrees and other court orders resulting from these cases. Consent decrees ~~bind~~that bound certain major film distributors ~~and~~are ~~require~~set to expire in 2022. These consent decrees required 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~~have ~~enter~~not entered into long-term arrangements with major distributors, but must negotiate for licenses on a theatre-by-theatre and film-by-film basis. While the consent decrees may no longer be in effect, we are still subject to the antitrust laws and do not expect a material shift in the way films are licensed.

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.~~

~~As a result of the COVID-19 pandemic, we are subject to various cleaning, health and safety protocols, capacity restrictions and curfews, which can vary at the city, county and state level.~~ 10

federal, state and local laws governing such matters as data privacy, wages, working conditions, citizenship, health and sanitation requirements and various business licensing and permitting.

As a result of the COVID-19 pandemic, we may be subject to certain restrictions and protocols, which may vary at the city, county and state level.

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 19 to our consolidated financial statements for segment information and financial information by geographic area.

Item 1A. Risk Factors

An investment in our debt securities involves risks and uncertainties and our actual results and future trends may differ materially from our past or projected future performance. We urge investors to consider carefully the risk factors described below in evaluating the information contained in this report.

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic has disrupted ~~and is expected to continue to disrupt~~ our industry and our business and could continue to materially affect our financial condition, liquidity, cash flows, results of operations and ability to service our existing and future indebtedness~~, for an extended period of time~~.

The outbreak of the COVID-19 pandemic has disrupted, ~~and we expect it will continue to disrupt,~~ our industry and our business for an extended period of time. While we have reopened ~~217~~all of our ~~domestic~~ theatres ~~and 129 of our international theatres~~ as of December 31, ~~2020~~2021, our business, results of operations, liquidity, cash flows and financial condition continue to be ~~severely~~ impacted by the COVID-19 pandemic. One of the key factors that has materially affected our business is the availability of new films for exhibition at our theatres. Due to the COVID-19 pandemic, production of films ~~has~~was ~~been~~ temporarily halted or delayed and new film releases ~~have~~were ~~been~~ postponed or shifted to streaming services, resulting in a drastic reduction in the volume of new films available for theatrical exhibition. Even when new films are available, certain studios have reduced the window for video and digital releases or ~~have~~ released films directly to alternative ~~film~~ distribution channels such as streaming services ~~and~~simultaneous ~~bypassed~~with a theatrical release. In addition, studios may determine that certain types of film content will not be released for theatrical exhibition in the future and will go straight to streaming platforms.

In ~~addition~~response to the impact on film product availability for theatrical exhibition, governmental restrictions such as limitations on capacity and food and beverage sales continue to impact our results of operations, liquidity and cash flows. As the COVID-19 pandemic ~~continues to develop, there could be additional~~ federal, state orand local ~~responses~~governments ~~that~~implemented ~~further~~restrictions ~~restrict~~that limited in-person gathering and/or movement of guests ~~or otherwise impact our business~~. Even as many restrictions ~~are~~have been lifted, consumers may not yet be comfortable gathering in a large group or within a closed space for a few hours at a time, which could have an adverse effect on our business by resulting in fewer guests and reduced revenues.

We cannot predict when, ~~the~~or ~~effects~~to ofwhat ~~the~~extent, ~~COVID-19~~we ~~pandemic~~ will ~~subside,~~recover ~~whether~~from the ~~response~~effects toof ~~contain or mitigate~~ the COVID-19 pandemic. ~~through~~The longer the ~~development~~pandemic ~~and availability of effective treatments and vaccines~~lasts, including ~~the~~repeat ~~vaccines~~or ~~recently~~cyclical ~~approved~~outbreaks, by the ~~FDA~~longer ~~for~~it ~~emergency use in the U.S.,~~ will betake ~~successful~~for orus ~~if business will return~~ to ~~normal~~recover ~~levels~~from ~~of operation. The longer and more severe~~ the ~~pandemic, including repeat or cyclical outbreaks, the more severe the~~ adverse effects, ~~will~~continuing beto onimpact our business, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness.

The outbreak of COVID-19 has also significantly increased economic and demand uncertainty~~. It is likely that the current outbreak or continued spread of COVID-19 will cause an economic slowdown~~, and it is possible that it could cause a global recession. For additional information on risks related to a slowdown or recession, inflationary, supply chain and wage pressures, see “—Other General Risks—General political, social, health and economic conditions can adversely affect our attendance.”

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

Risks Related to Our Business and Operations

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. During 2020, we saw a significant reduction in the quantity of films available to exhibit in our theatres. We expect the quantity of new film releases available for theatrical exhibition to continue to be lower than historical levels during 2021, due to production delays, theatre closures, government restrictions and consumer sentiment, all directly correlating to the status of the COVID-19 pandemic.

1411

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. During 2020 and 2021, we saw a significant reduction in the quantity of films available to exhibit in our theatres. We expect the quantity of new film releases available for theatrical exhibition to continue to be lower than historical levels during 2022 as the industry rebounds from the impacts of the COVID-19 pandemic, however studios may determine that certain types of films will not be released for theatrical exhibition and will go straight to streaming platforms, further impacting the quantity of films available.

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~~future ~~following period or the same period in the following year~~periods.

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 five major film distributors accounting for approximately 8085.5% of U.S. box office revenues and 4041 of the top 50 grossing films during ~~2019~~2021. 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 streaming, digital downloads, video on-demand, ~~DVDs,~~and ~~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 the shrinking, or elimination of, 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~~was ~~been~~ approximately 90 days and digital purchase for ownership (also known as electronic sell-through) ~~has~~was ~~been~~ approximately 74 days for ~~the past~~ several years prior to the COVID-19 pandemic. During the COVID-19 pandemic, certain studios ~~have~~ adopted strategies that reduced, or in some cases eliminated, the release windows. Warner Brothers announced that its entire film slate for 2021 will move to simultaneous release in theatres and on HBO Max. Disney has released movie titles to Disney+ and bypassed theatrical releases altogether and has indicated that some titles will be released simultaneously to theatres and on Disney+. Other studious may

1512

~~adopt~~release ~~similar~~windows. Select ~~strategies~~studios ~~due~~released certain movie titles to ~~the~~their ~~COVID-19~~own ~~pandemic~~streaming ~~and~~platforms either simultaneously with theatrical releases or bypassed theatrical releases altogether. Studios may ~~lead~~continue to follow, or expand, these or similar strategies, leading to permanent changes that shorten or eliminate exclusive theatrical windows. ~~These practices have significantly impacted our revenues.~~ If studios continue to reduce or eliminate the windows for certain films even after the industry recovers or, if our ~~patrons~~guests ~~continue to~~ choose to wait for an in-home release rather than attend a theatre to view the film, it may continue to adversely impact our business and results of operations, financial condition and cash flows.

Our foreign operations are subject to adverse regulations, economic instability and currency exchange risk.

We have ~~200~~201 theatres with 1,~~451~~460 screens in fifteen countries in Latin America. as of December 31, 2021. Brazil represented approximately ~~8.6~~5% of our consolidated ~~2020~~2021 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~~payments to the U.S., all of which could have an adverse effect on the results of our operations.

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.

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.

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. This 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.

Risks Related to Financing and Liquidity

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, ~~2020~~2021, we had $2,~~067~~083.93 million in long-term debt obligations, $~~141~~117.02 million in finance lease obligations and $1,~~346~~295.74 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 to Cinemark Holdings, Inc.;

~~• impeding our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and other purposes;~~13

•

•impeding ~~subjecting~~our usability to ~~the~~obtain ~~risk~~additional offinancing ~~increased~~in ~~sensitivity~~the tofuture ~~interest~~for ~~rate~~working ~~increases~~capital, oncapital ~~our variable rate debt~~expenditures, ~~including~~acquisitions ~~our~~and ~~borrowings~~other ~~under our senior secured credit facility~~purposes;

•

•subjecting ~~limiting~~us ~~our~~to ~~ability~~the risk of increased sensitivity to ~~invest~~interest inrate ~~innovations~~increases inon ~~technology~~our ~~and~~variable ~~implement~~rate ~~new~~debt, ~~platforms~~including orour ~~concepts~~borrowings inunder our ~~theatres;~~senior ~~and~~secured credit facility;

•

•limiting ~~making~~our usability ~~more vulnerable~~ to ~~adverse~~invest ~~economic, market and industry conditions (including the impact of the COVID-19 pandemic), limit our flexibility~~ in ~~planning~~innovations ~~for, or reacting to, changes~~ in ~~our~~technology ~~business operations or to our industry overall,~~ and ~~place~~implement usnew atplatforms aor ~~disadvantage~~concepts in ~~relation to~~ our ~~competitors~~theatres; ~~that have lower debt levels.~~and

•

~~Our~~making ~~ability~~us tomore ~~make~~vulnerable ~~scheduled payments of principal and interest with respect~~ to ~~our~~adverse ~~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,~~market ~~competitive, regulatory~~ and ~~other~~industry ~~factors~~conditions, ~~that~~limit ~~are beyond~~ our ~~control. Once~~flexibility wein ~~recover~~planning ~~from the COVID-19 pandemic~~for, weor ~~may~~reacting ~~not be able~~ to ~~generate cash flows at historical levels~~, orchanges ~~guarantee that future borrowings will be available under our senior secured credit facility,~~ in ~~an amount sufficient to enable us to pay~~ our ~~indebtedness.~~business ~~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~~to ~~or refinance~~ our ~~indebtedness.~~industry ~~We may not be able to take any of these actions~~overall, and ~~these~~place ~~actions~~us ~~may~~at ~~not~~a bedisadvantage ~~successful~~in orrelation ~~permit us~~ to ~~meet~~ our ~~scheduled~~competitors ~~debt~~that ~~service~~have ~~obligations~~lower ~~and these actions may be restricted under the terms of our existing or future~~ debt ~~agreements, including our senior secured credit facility~~levels.

IfOur weability ~~fail~~ to make ~~any~~scheduled ~~required~~payments ~~payment~~of ~~under~~principal ~~the~~and ~~agreements~~interest ~~governing~~with ~~our~~respect ~~leases~~to ~~and~~our indebtedness orwill ~~fail~~depend on our ability to ~~comply~~generate ~~with~~positive ~~the~~cash ~~financial~~flows and ~~operating~~on ~~covenants~~our ~~contained~~future infinancial ~~them,~~results. weOur ~~would~~ability beto ingenerate ~~default~~positive cash flows is subject to general economic, financial, competitive, regulatory and asother afactors ~~result,~~that are beyond our ~~debt~~control. As ~~holders~~we ~~would~~continue ~~have~~to recover from the ~~ability~~COVID-19 pandemic, we may not be able to ~~require~~generate ~~that~~cash weflows ~~immediately~~at ~~repay~~historical ~~our~~levels, ~~outstanding~~or ~~indebtedness~~guarantee ~~and~~that ~~the~~future ~~lenders~~borrowings will be available under our senior secured credit facility, ~~could~~in ~~terminate~~an ~~their~~amount ~~commitments~~sufficient to ~~lend~~enable us ~~money~~to pay our indebtedness. If our cash flows and ~~foreclose~~capital ~~against~~resources ~~the~~are ~~assets~~insufficient ~~securing~~to ~~their~~fund ~~borrowings.~~our Welease ~~could~~and debt service obligations, we may be forced ~~into~~to ~~bankruptcy~~reduce or ~~liquidation.~~delay ~~The~~capital ~~acceleration~~expenditures, ofsell assets or operations, seek additional capital or restructure or refinance our indebtedness. ~~under~~We ~~one~~may ~~agreement~~not ~~may~~be ~~permit~~able ~~acceleration~~to take any of ~~indebtedness~~these ~~under~~actions, ~~other~~and ~~agreements~~these ~~that~~actions ~~contain~~may ~~cross-default~~not ~~and~~be ~~cross-acceleration~~successful ~~provisions.~~or Ifpermit us to meet our ~~indebtedness~~scheduled isdebt ~~accelerated,~~service weobligations ~~may~~and ~~not~~these actions may be ~~able~~restricted tounder ~~repay~~the terms of our existing or future debt agreements, including our senior secured credit facility.

17If 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.

~~indebtedness~~A lowering or ~~borrow~~withdrawal ~~sufficient~~of ~~funds~~the toratings ~~refinance~~assigned ~~it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms~~ or ona ~~terms~~change ~~that~~in ~~are~~outlook ~~acceptable~~ to ~~us. If~~ our outstanding debt ~~holders~~securities ~~require~~by ~~immediate~~rating ~~payment,~~agencies we may ~~not~~increase ~~have~~our ~~sufficient~~future ~~assets~~borrowing tocosts ~~satisfy~~and reduce our ~~obligations~~access ~~under~~to ~~our indebtedness~~capital.

A lowering or withdrawal of the ratings assigned or a change in outlook to our outstanding debt securities by

rating agencies may increase our future borrowing costs and reduce our access to capital.

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.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered (or outlook thereof could be changed) or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our business or industry, ~~including as a result of the COVID-19 pandemic,~~ so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. In particular, our access to the capital markets may be impacted, our other funding sources may decrease, the cost of debt may increase as a result of increased interest rates or fees, and we may be required to provide additional credit assurances, including collateral, under certain contracts or arrangements.

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.

We may not be able to generate additional revenues or continue to realize value from our investment in NCM.

As of December 31, ~~2020~~2021, we owned 4043,~~850~~161,~~068~~550 common units of NCM, which represented an ownership interest in NCM of approximately 2526%. 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, ~~2018~~2019, ~~2019~~2020 and ~~2020~~2021, the Company ~~received~~recorded approximately $1245.18 million, $1336.80 million and $444.71 million in other revenues ~~from~~related to NCM, respectively, $2225.29 million, $2514.92 million and $140.2 million in cash distributions recorded as a reduction of our investment in NCM, respectively, and $1512.49 million, $127.90 million and $7.0.1 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. NCM revenues and excess cash distributions have been significantly impacted by the COVID-19 pandemic. Since ~~and~~NCM's ~~resulting~~revenues ~~temporary~~are primarily dependent on theatre ~~closures. Future~~attendance, future NCM revenues and excess cash distributions from NCM to the Company will depend on the ~~reopening of theatres and the~~ recovery of the motion picture exhibition industry. Excess cash distributions we have historically received are also restricted through December 2023 in accordance with the credit agreement amendment NCM recently entered into with its lenders.

Regulatory Risks

IfWe weare ~~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~~various ~~litigation. In addition, if we do not comply with local and~~ government ~~restrictions~~regulations ~~related~~which ~~to the COVID-19 pandemic, we~~ could beresult ~~subject~~in tosubstantial ~~fines or forced to close theatres~~costs.

~~Our~~We ~~theatres~~are ~~must~~subject ~~comply~~to ~~with~~various ~~Title~~federal, ~~III of the ADA and analogous~~ state and local laws., ~~Compliance~~regulations ~~with~~and ~~the~~administrative ~~ADA~~practices ~~requires~~in ~~among~~the ~~other~~U.S. ~~things~~and ~~that~~internationally. We ~~public~~must ~~facilities~~comply ~~“reasonably accommodate” individuals~~ with ~~disabilities~~laws ~~and~~regulating, ~~that~~among ~~new~~other ~~construction~~things, orantitrust ~~alterations~~activities, ~~made~~employment toenvironment, ~~“commercial~~sale ~~facilities”~~of ~~conform~~concession togoods, ~~accessibility~~alcoholic ~~guidelines~~beverages, ~~unless~~data ~~“structurally~~protection ~~impracticable”~~and ~~for~~privacy ~~new~~and ~~construction~~Title orIII ~~technically~~of ~~infeasible~~the ~~for~~Americans ~~alterations.~~with OnDisabilities ~~November~~Act ~~15,~~of ~~2004,~~1990 ~~Cinemark~~("ADA") and ~~the~~similar ~~DOJ~~state ~~entered~~disability ~~into~~rights alaws. Compliance ~~consent order, which was filed~~ with the ~~U.S.~~ADA ~~District~~and ~~Court~~similar ~~for~~disability ~~the~~rights ~~Northern~~laws ~~District~~requires ofus ~~Ohio,~~as ~~Eastern~~a ~~Division.~~public ~~Under~~accommodation ~~the~~to ~~consent~~reasonably ~~order,~~accommodate ~~the~~individuals ~~DOJ~~with ~~approved~~disabilities. This aapplies ~~safe harbor framework for us~~ to ~~construct~~the ~~all~~construction of ~~our~~new ~~future stadium-style movie~~ theatres., ~~The~~certain ~~DOJ~~renovations, ~~has~~existing ~~stipulated that all~~ theatres, ~~built~~websites inand ~~compliance~~mobile ~~with~~applications ~~the~~and ~~consent~~presentations ~~order~~for ~~will comply with~~ the ~~wheelchair~~blind, ~~seating~~deaf ~~requirements~~and hard of ~~the ADA~~hearing. Changes Ifin weexisting ~~fail to comply with the ADA~~laws, ~~remedies~~regulations ~~could~~or ~~include~~administrative ~~imposition~~practices ofor ~~injunctive~~new ~~relief~~laws, ~~fines,~~regulations ~~awards~~or ~~for~~administrative ~~damages~~practices tocould ~~private~~have ~~litigants~~a ~~and~~significant ~~additional~~impact ~~capital~~on ~~expenditures~~our tobusiness. In ~~remedy~~addition, ~~non-compliance.~~we ~~Imposition~~must ofcomply ~~significant~~with ~~fines,~~state ~~damage~~and ~~awards~~local orgovernment ~~capital~~restrictions ~~expenditures~~related to ~~cure~~the ~~non~~COVID-~~compliance~~19 ~~could adversely affect our business and operating results~~pandemic.

We may face data protection, data security, and privacy risks in connection with privacy regulation.

Strict data privacy laws regulating the collection, transmission, storage and use of employee data and consumers’ personally identifying information are evolving in the U.S. and other jurisdictions in which we operate. These laws impose compliance obligations for the collection, use, retention, security, processing, transfer and deletion of personally identifiable information of individuals and creates enhanced rights for individuals. These changes in the legal and regulatory environments in the areas of customer and employee privacy, data security, and cross-border data flows could have a material adverse effect on our business, primarily through the impairment of our marketing and transaction processing activities, the limitation on the types of information that we may collect, process and retain, the resulting costs of complying with such legal and regulatory requirements and potential monetary forfeitures and penalties for noncompliance.

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 market conditions have recently driven increases in wages across our labor base and similar increases may continue in the future. Labor shortages, increased employee turnover and health care mandates could also increase our labor costs. This in turn could lead us to increase prices, 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.

~~Provisions in certain agreements may hinder a change of control.~~15

~~Certain~~Provisions ~~provisions~~in ofcertain ~~our~~agreements ~~8.750% secured notes indenture, 4.875% senior notes indenture, our 5.125% senior notes indenture~~ and ~~our~~corporate ~~senior~~documents ~~secured credit facility may have the effect~~ of ~~delaying~~Cinemark orHoldings, ~~preventing future transactions involving a “change of control~~Inc.”, ~~A “change of control” would require us to make an offer to the holders of each of~~ our ~~8.750% Secured Notes~~parent, ~~4.875%~~as ~~Senior~~well ~~Notes and our 5.125% Senior Notes (each~~ as ~~defined~~Delaware ~~below)~~law, tomay ~~repurchase~~hinder ~~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~~.

~~Risks~~Provisions ~~Related~~in tothe ~~Cybersecurity~~amended and ~~Business~~restated ~~Disruptions~~certificate of incorporation and bylaws of Cinemark Holdings, Inc., as well as provisions of the Delaware General Corporation Law, could discourage unsolicited proposals to acquire us. These provisions include:

•

~~Cyber~~authorization ~~security~~of ~~threats~~Cinemark ~~and~~Holdings, ~~our~~Inc.’s ~~failure~~board toof ~~protect~~directors ~~our~~to ~~electronically~~issue ~~stored~~shares ~~data~~of ~~could~~preferred ~~adversely~~stock ~~affect~~without ~~our~~stockholder ~~business.~~ approval;

•

Wea ~~collect,~~board ~~use, store and maintain electronic information and data necessary to conduct our business, including confidential and proprietary information~~ of ~~the~~directors ~~company,~~classified ~~our~~into ~~customers,~~three ~~and~~classes ~~our employees. We also rely on the availability~~ of ~~information~~directors ~~technology~~with 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~~directors ~~and complexity~~ of ~~our~~each ~~information~~class ~~technology~~having ~~systems~~staggered, ~~our reliance on vendors to provide, support and protect our systems and data, and the constantly evolving cyber~~three-~~threat~~year 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 terms;

•

19provisions regulating the ability of Cinemark Holdings, Inc.’s stockholders to nominate directors for election or to bring matters for action at annual meetings of its stockholders; and

•

toprovisions 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~~Delaware ~~systems~~law ~~and~~that ~~programs~~restrict ~~are~~many ~~costly~~business ~~and~~combinations ~~require ongoing monitoring~~ and ~~updating~~provide ~~as technologies change and efforts to overcome security measures become more sophisticated. As such, there can be no assurance~~ that ~~these~~directors orserving ~~similar events will not occur in the future or will not have an adverse effect~~ on ~~our~~classified ~~business~~boards ~~and results~~ of ~~operation. In addition to Company-specific cyber threats or events~~directors, ~~our~~such ~~business~~as ~~and~~that ~~results~~ of ~~operations~~Cinemark ~~could also be impacted by cyber-related events affecting our peers and partners within the entertainment industry~~Holdings, ~~as well as other retail companies~~Inc. ~~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~~removed oronly ~~may~~for ~~be in excess of any available insurance that we may have procured~~cause. ~~As a result, future events could have a material impact on our business and adversely affect our financial condition and results of operations.~~

Certain provisions of our 8.750% secured notes indenture, 5.250% senior notes indenture, our 5.875% 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 8.750% Secured Notes, 5.250% Senior Notes and our 5.875% Senior Notes (each as defined below) 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.

Risks Related to Information Security and Business Disruptions

An information security incident, including a cyber security breach, and our failure to protect our electronically stored data could adversely affect our business or reputation.

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 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.

Other General Risks

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. Supply chain interruptions may increase costs and limit product availability, as reduced supply of certain commodities and labor shortages in the transportation industry have led to limitations in product availability and continued increases in product pricing. Political events, such as terrorist attacks, and health-related pandemics or epidemics, such as flu or other virus 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.

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 laser projectors, 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.

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 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.

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 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.

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.

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, ~~2020~~2021:

	Leased		Owned
Segment	Theatres		Theatres
U.S.		~~288~~279		4342
International		~~200~~201		—
Total		~~488~~480		4342

See also Item 1, Business – Theatre Operations, for a summary of the geographic locations for our U.S. and international theatre circuit as of December 31, ~~2020~~2021.

The Company conducts a significant part of its theatre operations in leased properties under noncancelable operating and finance leases with base 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 defined thresholds 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 4 to our consolidated financial statements 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 our ~~theatre~~Top ~~technology~~Center ~~support team~~ and a warehouse in McKinney, TXTexas. We also lease office space in seven regions in Latin America for our local management teams.

Item 3. Legal Proceedings

For a discussion of contingencies related to legal proceedings, see Note 18 to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements, which is hereby incorporated by reference.

2118

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holder of Our Common Stock

As of December 31, ~~2020~~2021, we had 1,500 shares of Class A common stock outstanding and 182,648 shares of Class B common stock outstanding, all of which were held by Cinemark Holdings, Inc.

Dividend Policy

During the years ended December 31, ~~2018,~~ 2019 and 2020, we paid cash dividends of approximately $~~148.8 million, $~~158.5 million and $42.0 million, respectively, to our parent company, Cinemark Holdings, Inc. No such dividends were paid during the year ended December 31, 2021. Our ability to pay dividends is limited by 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. See Note 11 to the consolidated financial statements for further discussion of our debt agreements. ~~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 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.

2219

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, 2020. 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 5 to our consolidated financial statements for related disclosures). We adopted ASC Topic 842, Leases, effective January 1, 2019 (see Note 4 to our consolidated financial statements for related disclosures).

	Year Ended December 31,
	2016		2017		2018		2019		2020
Statement of Income Data:	(Dollars in thousands)
Revenues:
Admissions	$	1,789,137	$	1,794,982	$	1,834,173	$	1,805,321	$	356,508
Concession		990,103		1,038,788		1,108,793		1,161,083		231,046
Other		139,525		157,777		278,769		316,695		98,756
Total revenues		2,918,765		2,991,547		3,221,735		3,283,099		686,310
Film rentals and advertising		962,655		966,510		999,755		1,003,832		186,810
Concession supplies		154,469		166,320		180,974		206,441		48,647
Salaries and wages		325,765		354,510		383,860		410,086		145,031
Facility lease expense		321,294		328,197		323,316		346,094		279,764
Utilities and other		355,926		355,041		448,070		474,711		229,505
General and administrative expenses		140,637		150,911		162,640		170,828		125,363
Depreciation and amortization		209,071		237,513		261,162		261,155		259,776
Impairment of long-lived assets		2,836		15,084		32,372		57,001		152,706
Restructuring charges		—		—		—		—		20,369
(Gain) loss on disposal of assets and other		20,459		22,812		38,702		12,008		(8,923	)
Total cost of operations	$	2,493,112	$	2,596,898	$	2,830,851	$	2,942,156	$	1,439,048
Operating income (loss)	$	425,653	$	394,649	$	390,884	$	340,943	$	(752,738	)
Interest expense	$	108,313	$	105,918	$	109,994	$	99,941	$	115,651
Net income (loss)	$	258,513	$	267,482	$	217,213	$	195,777	$	(607,287	)
Net income (loss) attributable to Cinemark USA, Inc.	$	256,777	$	265,643	$	215,735	$	193,315	$	(606,167	)

	Year Ended December 31,
	2016			2017			2018			2019			2020
	(Dollars in thousands)
Other Financial Data:
Cash flow provided by (used for):
Operating activities	$	462,259		$	528,384		$	556,299		$	561,072		$	(334,903	)
Investing activities		(327,769	)		(410,476	)		(451,370	)		(310,642	)		(83,366	)
Financing activities		(163,121	)		(157,429	)		(191,906	)		(185,675	)		194,511
Capital expenditures		(326,908	)		(380,862	)		(346,073	)		(303,627	)		(83,930	)

	As of December 31,
	2016		2017		2018		2019		2020
	(Dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	561,138	$	522,415	$	426,216	$	488,215	$	260,538
Theatre properties and equipment, net		1,704,536		1,828,054		1,833,133		1,735,247		1,615,062
Total assets		4,316,609		4,485,340		4,501,351		5,852,238		5,198,793
Total long-term debt, including current portion, net of unamortized debt issue costs		1,788,112		1,787,480		1,780,611		1,777,937		2,043,012
Equity		1,284,080		1,421,495		1,429,636		1,474,207		784,994

	Year Ended December 31,
Operating Data:	2016		2017		2018		2019		2020
United States
Theatres operated (at period end)		339		339		341		345		331
Screens operated (at period end)		4,559		4,561		4,586		4,645		4,507
Total attendance (in 000s)		182,660		174,432		185,268		176,162		34,938
International
Theatres operated (at period end)		187		194		205		209		200
Screens operated (at period end)		1,344		1,398		1,462		1,487		1,451
Total attendance (in 000s)		104,581		102,584		96,847		103,409		19,368
Worldwide
Theatres operated (at period end)		526		533		546		554		531
Screens operated (at period end)		5,903		5,959		6,048		6,132		5,958
Total attendance (in 000s)	287,241			277,016		282,115		279,571		54,306

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 may contain forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties and ~~risk~~risks associated with these statements. Discussion regarding our financial condition and results of operations for ~~2019~~2020 compared towith ~~2018~~2019 is included in Item 7 of our ~~2019~~2020 Annual Report on Form 10-K filed ~~February~~March 213, ~~2020~~2021.

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, ~~2020~~2021, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 19 to our consolidated financial statements.

~~Recent~~Impact ~~Developments~~of COVID-19 Pandemic

The ~~outbreak of the~~ COVID-19 pandemic has had an unprecedented impact on the world and ~~our~~the ~~industry. As a~~ movie ~~exhibitor~~exhibition ~~that~~industry. ~~operates~~The ~~spaces~~social ~~where~~and ~~patrons~~economic ~~gather~~effects ~~in close proximity, we~~ have been, ~~and continue to be, significantly impacted by COVID-19~~widespread. AtWe ~~the initial outbreak of the COVID-19 pandemic, to comply with government mandates, we~~ temporarily closed ~~all of~~ our theatres in the U.S. and Latin America ~~effective~~beginning ~~March~~in ~~17, 2020 and~~ March ~~18,~~of 2020, ~~respectively.~~at Inthe ~~conjunction~~onset ~~with~~of the ~~temporary~~COVID-19 ~~closure~~outbreak. Additionally, ofwe ~~our~~implemented ~~theatres~~various incash ~~March~~preservation ~~2020~~strategies, weincluding, ~~implemented~~but not limited to, temporary personnel and salary reductions, ~~limited~~halting non-essential operating and capital expenditures, ~~and~~negotiating ~~negotiated~~ modified timing and/or abatement of contractual payments with landlords and other major suppliers, ~~until~~and ~~our~~the ~~theatres~~suspension ~~reopened. In~~of ~~addition,~~dividends weto ~~suspended~~Cinemark ~~our~~Holdings, ~~quarterly dividend~~Inc.

AsThroughout of2020 ~~December~~and ~~31,~~2021 ~~2020,~~ we ~~had~~ reopened ~~217~~theatres ofas ~~our~~soon ~~domestic~~as ~~theatres~~local restrictions and ~~129~~the status of ~~our~~the ~~international~~COVID-19 ~~theatres~~pandemic ~~showing~~would aallow. As ~~limited~~of ~~volume~~December 31, 2021, all of ~~new~~our ~~releases~~domestic ~~along~~and ~~with~~international ~~library~~theatres ~~content~~were ~~during~~open. New ~~reduced~~film ~~operating~~content ~~hours~~returned ~~with~~in ~~limited~~April ~~capacities. While~~2021 ~~some~~and ~~staffing~~expanded ~~has~~throughout ~~been~~the ~~brought~~year ~~back~~leading up to ~~support~~the ~~theatre~~December ~~reopenings,~~release weof ~~continue~~Spider-Man: ~~operating~~No ~~with~~Way ~~reduced~~Home, ~~staffing~~which ~~and~~is ~~limiting~~now ~~capital~~an ~~expenditures~~all-time totop ~~essential~~10 ~~activities~~film ~~and~~in ~~projects. Government~~terms ~~restrictions~~of ~~also~~worldwide ~~continue~~box tooffice. The ~~fluctuate~~industry’s ~~with~~recovery ~~the~~to ~~status~~historical levels of ~~the~~new ~~virus~~film content, ~~impacting~~both ~~our~~in ~~reopening~~terms ~~plans. We~~of ~~continue~~the tonumber ~~work~~of ~~with~~new ~~landlords~~films and ~~other~~box ~~vendors~~office onperformance, ~~modified~~is ~~contractual~~still ~~payment~~underway, ~~terms~~as ~~while~~the weindustry ~~continue~~also continues to ~~navigate~~adjust ~~through~~to ~~the~~evolving ~~impact~~theatrical ofrelease ~~the~~windows, ~~COVID-19~~competition ~~pandemic~~from streaming and ~~seek~~other todelivery ~~recover~~platforms, asupply ~~routine~~chain ~~level~~delays, ofinflationary ~~operations~~pressures, labor shortages, wage rate pressures and other economic factors.

We have elected to take advantage of certain tax-related benefits available under the Coronavirus Aid, Relief, and Economic Security Act of 2020, or the CARES Act signed into U.S. federal law on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss, or NOL, utilization and carryback periods, modifications to the net interest deduction limitations and a technical correction to the 2017 Tax Cuts and Jobs Act, which makes certain qualified improvement property eligible for bonus depreciation. In accordance with the provisions of the CARES Act, we have deferred payment of certain employer payroll taxes for 2020 and have recorded payroll tax credits for expenses related to paying wages and health benefits to employees who were not working as a result of closures and reduced receipts associated with the COVID-19 pandemic. See additional discussion at Note 3 and Note 17 to our consolidated financial statements.

If we receive certain government disaster relief assistance, it may be subject to certain requirements imposed by the government on the recipients of the aid including restrictions on executive officer compensation, share buybacks, dividends, prepayment of debt, incurrence of additional indebtedness and other similar restrictions until the aid is repaid or redeemed in full. However, we cannot predict the manner in which such benefits will be allocated or administered and cannot predict whether we will be able to access such benefits in a timely manner or at all.

Revenues and Expenses

We generate ~~revenues~~revenue primarily from filmed entertainment box office receipts and concession sales with additional ~~revenues~~revenue 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). 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 released during the year ended December 31, ~~2020~~2021 included ~~Bad~~Shang-Chi ~~Boys~~and ~~for Life, Sonic~~ the ~~Hedgehog,~~Legend ~~Birds~~ of ~~Prey, Dolittle, The Invisible Man and The Call of~~ the ~~Wild. The~~Ten ~~carryover of late 2019 releases such as 1917~~Rings, ~~Jumanji~~Venom: ~~The~~ ~~Next~~Let ~~Level~~There ~~and~~Be ~~Star Wars: The Rise of Skywalker also contributed to industry box office during early 2020. Due to the temporary closure of many theatres since March~~Carnage, ~~movie~~Black ~~studios delayed the release of many films originally planned for 2020 or released them directly on streaming platforms or~~Widow, inF9: ~~some~~The ~~instances,~~Fast ~~simultaneously with theatrical release. Upon reopening its domestic theatres~~Saga, ~~the Company offered patrons primarily library content~~Eternals, ~~bringing~~No ~~back~~Time ~~many classics~~ to ~~the~~Die, ~~big~~A ~~screen. As~~Quiet ~~more~~Place ~~theatres~~Part ~~reopened and safety protocols were implemented~~II, ~~studios~~Ghostbusters: ~~began releasing new content~~Afterlife, ~~which~~Free ~~included~~Guy ~~Wonder~~and ~~Woman~~Jungle ~~1984,~~Cruise ~~Tenet,~~and ~~The Croods~~Spider-Man: ANo ~~New~~Way ~~Age~~Home, ~~The~~among ~~New~~other ~~Mutants, Unhinged, The War with Grandpa and Honest Thief~~films.

Currently, films scheduled for release in ~~2021~~2022 include the highly anticipated sequel toAvatar ~~Marvel’s~~2, ~~Spider-man~~as ~~Far~~well ~~From~~as ~~Home,~~Doctor ~~Top~~Strange ~~Gun~~in ~~Maverick,~~the ~~Black~~Multiverse ~~Widow,~~of F9Madness, ~~Luca,~~Thor: ~~Eternals~~Love and Thunder, ~~Mission~~Black Panther: ~~Impossible~~Wakanda 7Forever, NoThe ~~Time~~Batman, toJurassic ~~Die~~World: Dominion, ~~Cruella~~Lightyear, ~~and~~Top Gun: Maverick, Minions: The Rise of Gru, ~~among~~Mario, ~~others. As~~Black ~~the~~Adam, ~~industry~~Aquaman ~~navigates~~2, ~~the~~Strange ~~continued~~World ~~impact~~and ~~of the COVID~~Spider-19Man: ~~pandemic~~Across ~~and~~the ~~resulting various regulations and restrictions~~Spider-Verse, ~~film~~among ~~release~~others. As ~~schedules~~the ~~may~~industry ~~continue~~continues to ~~change. Film~~evolve ~~rental costs are variable in nature~~ and ~~fluctuate~~recover ~~with our admissions revenues. Film rental costs~~ as athe ~~percentage~~impact of ~~revenues~~the ~~are~~COVID-19 ~~generally~~pandemic ~~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~~wanes, ~~which are included as a contra-expense in~~ film ~~rentals~~release ~~and advertising costs; however~~schedules, ~~these~~the ~~costs~~availability ~~are~~and ~~expected~~length toof beexclusive ~~fully~~theatrical ~~recovered~~release ~~during 2021. Advertising costs~~windows, ~~which~~streaming ~~are~~release ~~expensed~~strategies asand ~~incurred,~~consumer sentiment are ~~primarily~~continuing ~~related~~ to ~~campaigns~~evolve ~~for new~~ and ~~remodeled~~may ~~theatres,~~have ~~loyalty~~a ~~and~~direct ~~membership~~impact ~~programs and brand advertising that vary depending~~ on ~~the~~industry ~~timing~~box ofoffice ~~such campaigns~~results.

~~Concession~~Film ~~supplies~~rental ~~expense~~costs isare variable in nature and ~~fluctuates~~fluctuate with our ~~concession~~admissions ~~revenues~~revenue. ~~and~~Film ~~product~~rental ~~mix~~costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. WeThe ~~negotiate~~Company ~~prices~~received virtual print fees from studios for ~~concession~~certain ~~supplies~~of ~~directly~~its ~~with~~international ~~concession~~locations, ~~vendors~~which ~~and~~are ~~manufacturers~~included toas ~~obtain~~a ~~volume~~contra-expense ~~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. Staffing levels may vary based on the amenities offered at a location, such as full service restaurants, bars or expanded food and beverage options. In certain locations, staffing levels are also subject to local regulations.20

~~Facility~~in ~~lease~~film ~~expense~~rental isand ~~primarily~~advertising acosts ~~fixed~~on ~~cost at~~ the ~~theatre~~consolidated ~~level~~statements asof ~~most~~income. However, ofthese ~~our~~costs ~~facility~~were ~~leases~~fully ~~require~~recovered aduring ~~fixed~~2021 ~~monthly~~and ~~minimum~~virtual ~~rent~~print ~~payment.~~fees ~~Certain~~will ~~leases~~not ~~are~~be ~~subject~~received toin ~~percentage~~future ~~rent~~periods. Advertising ~~only~~costs, ~~while~~which ~~others~~ are ~~subject~~expensed toas ~~percentage~~incurred, ~~rent~~are inprimarily ~~addition~~related to ~~their~~campaigns ~~fixed~~for ~~monthly~~new ~~rent~~and ifremodeled atheatres, ~~target~~our ~~annual~~loyalty ~~performance~~and ~~level~~subscription isprograms, ~~achieved.~~brand ~~Facility~~advertising ~~lease~~and ~~expense~~reengaging asour aaudiences ~~percentage~~as ofour ~~revenues~~theatres isreopened ~~also~~and ~~affected~~new byfilm ~~the~~content ~~number~~was ofreleased. These ~~theatres~~expenses ~~under~~vary ~~operating~~depending ~~leases,~~on the ~~number~~timing ~~of theatres under finance leases~~ and ~~the~~length ~~number~~ of ~~owned~~such ~~theatres~~campaigns.

Concession supplies expense is variable in nature and fluctuates with our concession revenue and product mix. Supply chain interruptions and inflationary pressures have impacted product costs and product availability in the near term. We source products from a variety of partners around the world to minimize supply chain interruptions and price increases, wherever possible.

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 revenue as theatre staffing is adjusted to respond to changes in attendance. Staffing levels may vary based on the amenities offered at a location, such as full service restaurants, bars or expanded food and beverage options. In certain international locations, staffing levels are also subject to local regulations. Labor market conditions and inflationary pressures have recently driven increases in wages across our labor base and similar increases may continue in the future.

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 revenue is also affected by the number of theatres under operating leases, the number of theatres under finance leases and the number of owned theatres.

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 the maintenance and monitoring of projection and sound equipment.

General and administrative expenses ~~are~~to ~~primarily~~support ~~fixed~~the inoverall ~~nature~~management ~~and consist~~ of the ~~costs~~Company toare ~~support~~primarily ~~the~~fixed ~~overall~~in ~~management~~nature ofwith ~~the~~certain ~~Company~~variable expenses. Fixed expenses include salaries and wages and ~~benefit~~benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software maintenance costs and audit fees. Some variable expenses may include incentive compensation, consulting and legal fees, supplies and other costs that are not specifically associated with the operations of our theatres.

26Critical Accounting Policies and Estimates

~~Some~~We ~~variable~~prepare ~~expenses~~our ~~may~~consolidated ~~include~~financial ~~incentive~~statements ~~compensation~~in conformity with generally accepted accounting principles in the U.S., ~~consulting~~or ~~and~~U.S. ~~legal~~GAAP. ~~fees~~As such, ~~supplies~~we ~~and~~are ~~other~~required ~~costs~~to make certain estimates and assumptions that we believe are ~~not~~reasonable ~~specifically~~based ~~associated~~upon ~~with~~the information available. These estimates and assumptions affect the ~~operations~~reported amounts of ~~our~~assets ~~theatres~~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 and estimates, which we believe are the most critical to aid in fully understanding and evaluating our reported consolidated financial results, include the following:

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

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 ~~when tickets are put on sale and~~ seat availability. We recognize such admissions ~~revenues~~revenue when the showtime for a purchased movie ticket has passed. Concession ~~revenues~~revenue ~~are~~is recognized when products are sold to the consumer~~, or if pre-ordered, after the associated pick-up date has passed~~. Other revenues primarily consist of screen advertising, ~~and~~ screen rental ~~revenues~~revenue, promotional income, studio trailer placements and transactional fees. Except for NCM screen advertising advances (see Note 8 to our consolidated financial statements), these revenues are generally recognized when we have performed the related services. We sell gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred ~~revenues~~revenue. Deferred ~~revenues~~revenue for gift cards and discount ticket vouchers ~~are~~is recognized when they are redeemed for concession items or, if redeemed for movie tickets, orwhen ~~concession~~the ~~items~~showtime has passed. We generally record breakage revenue on gift cards and discount ticket vouchers based on redemption activity and historical experience with unused balances. We offer a subscription program in the U.S. whereby patrons can pay a monthly or annual fee to receive a monthly credit for use towards a future movie ticket purchase. We record the ~~monthly~~ subscription program fees as deferred ~~revenues~~revenue and record admissions ~~revenues~~revenue 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. We record breakage revenue on gift cards and discount ticket vouchers based on redemption activity and historical experience with unused balances. We generally record breakage revenue upon the expiration of loyalty points and subscription credits. 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 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 generally 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. 21

~~Facility~~fee ~~lease~~or ~~expense~~award ispoints ~~primarily~~to customers as purchases are made. For those loyalty programs that have a ~~fixed~~prepaid ~~cost~~annual atfee, we recognize the ~~theatre~~fee ~~level~~collected as ~~most~~other ofrevenue ~~our~~on ~~facility~~a ~~leases~~straight-line ~~require~~basis aover ~~fixed~~the ~~monthly~~term ~~minimum~~of ~~rent~~the ~~payment~~program. For ~~Certain~~those ofloyalty ~~our~~programs ~~leases~~that ~~are~~award ~~subject~~points to ~~monthly~~customers ~~percentage~~based ~~rent~~on ~~only~~their purchases, ~~which~~we isrecord ~~accrued~~a ~~each~~portion ~~month~~of ~~based~~the onoriginal ~~actual~~transaction ~~revenues.~~proceeds ~~Certain~~as ofdeferred ~~our~~revenue ~~other~~based ~~theatres~~on ~~require~~the ~~payment~~number of ~~percentage~~reward ~~rent~~points inissued ~~addition~~ to ~~fixed~~customers ~~monthly~~and ~~rent~~recognize ifthe andeferred ~~annual~~revenue ~~target~~when ~~revenue~~the ~~level~~customer isredeems ~~achieved~~such points. ~~Percentage~~The ~~rent~~value ~~expense~~of loyalty points issued is based on the estimated fair value of the rewards offered. We record breakage revenue on deferred loyalty and ~~recorded~~subscription ~~for~~revenue ~~these~~generally ~~theatres~~upon the expiration of points and subscription credits, respectively. Advances collected on aconcession ~~monthly~~and ~~basis~~other ifcontracts are deferred and recognized during the ~~theatre’s~~period ~~historical~~in ~~performance~~which orwe ~~forecasted~~satisfy the related performance ~~indicates~~obligations, ~~that~~which may differ from the period in which the advances are collected.

27Film 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's theatrical run based upon how the film performs. Estimates are based on the expected success of a film. The success of a film can generally 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.

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, the timing of which is based on the lease agreement, percentage rent expense is adjusted at that time.

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 their useful life or the remaining 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 or forecast 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.

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. 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.

See further discussion of our impairment evaluation policy at Note 1 of our consolidated financial statements. See a summary of the impairment evaluations performed during the year ended December 31, 2020 and impairments recorded during the years ended December 31, 2018, 2019 and 2020 at Note 9 to our consolidated financial statements.22

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. 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.

See further discussion of our impairment evaluation policy in Note 1 of our consolidated financial statements. See a summary of the impairment evaluations performed and impairments recorded during the years ended December 31, 2019, 2020 and 2021 in Note 9 to our consolidated financial statements.

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 regions in the U.S. and each 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, or ASC Topic 350, we may perform a qualitative impairment assessment or a quantitative impairment assessment of our goodwill.

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.

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 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.

See further discussion of our impairment evaluation policy atin Note 1 of our consolidated financial statements. See a summary of the impairment evaluations performed during the year ended December 31, ~~2020~~2021 and impairments recorded during the years ended December 31, ~~2018~~2019, ~~2019~~2020 and ~~2020~~2021 atin Note 9 to our consolidated financial statements.

Income Taxes

We participate in the consolidated return of Cinemark Holdings, Inc. However, our provision for income taxes is computed on a stand-alone basis. 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 Note 17 to our consolidated financial statements for further discussion of income taxes.

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 Note 17 to our consolidated financial statements for further discussion of income taxes.

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, or 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.

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 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 NCM. The Company evaluated the receipt of the additional common units in NCM 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.

See Note 6 to our consolidated financial statements for further discussion of our investment in NCM.

3024

Results of Operations

The following table sets forth, for the periods indicated, the amounts for certain items reflected in our consolidated statements of income (loss) along with each of those items as a percentage of revenues.

	Year Ended December 31,
	2018			2019			2020
	2019			2020			2021
Operating data (in millions):
Revenues
Admissions	$	1,~~834~~805.23		$	~~1,805~~356.35		$	~~356~~780.50
Concession		1,~~108~~161.81			~~1,161~~231.1			~~231~~561.17
Other		~~278~~316.87			~~316~~98.7			98168.78
Total revenues	$	3,~~221~~283.81		$	~~3,283~~686.13		$	~~686~~1,510.35
Cost of operations
Film rentals and advertising		~~999~~1,003.8			~~1,003~~186.8			~~186~~415.80
Concession supplies		~~181~~206.05			~~206~~48.56			4897.69
Salaries and wages		~~383~~410.91			~~410~~145.10			~~145~~232.09
Facility lease expense		~~323~~346.31			~~346~~279.18			~~279~~280.80
Utilities and other		~~448~~474.07			~~474~~229.75			~~229~~282.59
General and administrative expenses		~~162~~170.68			~~170~~125.84			~~125~~158.45
Depreciation and amortization		261.2			~~261~~259.28			~~259~~265.84
Impairment of long-lived assets		3257.40			57152.07			~~152~~20.78
Restructuring costs		—			—20.4			20(1.40	)
(Gain) loss on disposal of assets and other		3812.70			12(8.09	)		(8.90	)
Total cost of operations		2,~~830~~942.92			21,~~942~~439.21			1,~~439~~760.14
Operating income (loss)	$	~~390~~340.9		$	~~340~~(752.98	)	$	(~~752~~249.89	)
Operating data as a percentage of total revenues:
Revenues
Admissions		5655.90	%		5551.09	%		51.96	%
Concession		3435.4	%		3533.47	%		3337.72	%
Other		89.76	%		914.64	%		1411.42	%
Total revenues		100.0	%		100.0	%		100.0	%
Cost of operations (1)
Film rentals and advertising		5455.56	%		5552.64	%		5253.42	%
Concession supplies		1617.38	%		1721.80	%		2117.04	%
Salaries and wages		1112.95	%	N/A	~~12.5~~	%	NM	15.4	%
Facility lease expense		10.05	%	N/A	~~10.5~~	%	NM	18.5	%
Utilities and other		1314.95	%	N/A	~~14.5~~	%	NM	18.7	%
General and administrative expenses		5.02	%	N/A	~~5.2~~	%	NM	10.5	%
Depreciation and amortization		8.10	%	N/A	~~8.0~~	%	NM	17.6	%
Impairment of long-lived assets		1.07	%	N/A	~~1.7~~	%	NM	1.4	%
Restructuring costs		—	%	N/A	—	%	NM	(0.1	)%
(Gain) loss on disposal of assets and other		10.24	%	N/A	~~0.4~~	%	NM	0.5	%
Total cost of operations		8789.96	%	N/A	~~89.6~~	%	NM	116.5	%
Operating income (loss)		1210.14	%	N/A	~~10.4~~	%	NM	(16.5	)%
Average screen count (month end average)		56,~~997~~072		N/A	~~6,072~~		NM	5,890
Revenues per average screen (dollars)	$	~~537~~540,~~224~~695		$N/A	~~540,695~~		NM$	256,445

(1)

~~(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~~revenue and concession supplies, which are expressed as a percentage of concession ~~revenues~~revenue. Certain values are considered not ~~meaningful~~applicable (“NMN/A”) during 2020 as they are not comparable due to ~~the temporary~~ theatre closures ~~effective~~as ~~March~~a ~~18,~~result ~~2020~~of the COVID-19 pandemic.

3125

Comparison of Years Ended December 31, ~~2020~~2021 and December 31, ~~2019~~2020

Year ended December 31, 2020 - All of our domestic and international theatres were temporarily closed effective March 17, 2020 and March 18, 2020, respectively, due to the COVID-19 pandemic. We began reopening our domestic theatres in June 2020 and operated under a test-and-learn strategy to define training, communication, implementation and execution of enhanced health and safety protocols. These theatres opened to reduced operating hours with library content and “welcome back” pricing for tickets and concession products to encourage patrons to return to the movies. We began ~~opening~~reopening our international theatres in August 2020. As of December 31, 2020, we had 217 domestic theatres and 129 international theatres reopened. ~~We continue to monitor the status of the COVID-19 pandemic and local government regulations to plan the reopening of our remaining theatres.~~

~~Revenues.~~Year ~~Total~~ended ~~revenues~~December ~~were~~31, ~~$686.3~~2021 ~~million~~- ~~for~~We ~~2020~~reopened ~~compared~~our toremaining ~~$3,283.1~~theatres ~~million~~throughout ~~for~~the ~~2019.~~first ~~The~~half ~~table~~of ~~below,~~the ~~presented~~year byas ~~reportable~~the ~~operating~~status ~~segment,~~of ~~summarizes~~the ~~our year~~COVID-~~over-year~~19 ~~revenue~~pandemic ~~performance~~ and ~~certain~~local ~~key~~regulations ~~performance~~would ~~indicators~~allow. As ~~that~~of ~~impact~~December 31, 2021, all of our ~~revenues~~domestic and international theatres were opened.

	U.S. Operating Segment							International Operating Segment												Consolidated
															Constant Currency (3)
	2020		2019		% Change			2020		2019		% Change			2020		% Change			2020		2019		% Change
Admissions revenues (1)	$	291.6	$	1,431.8		(79.6	)%	$	64.9	$	373.5		(82.6	)%	$	76.5		(79.5	)%	$	356.5	$	1,805.3		(80.3	)%
Concession revenues (1)	$	189.6	$	936.2		(79.7	)%	$	41.5	$	224.9		(81.5	)%	$	48.1		(78.6	)%	$	231.1	$	1,161.1		(80.1	)%
Other revenues (1)(2)	$	75.7	$	212.9		(64.4	)%	$	23.0	$	103.8		(77.8	)%	$	28.4		(72.6	)%	$	98.7	$	316.7		(68.8	)%
Total revenues (1)(2)	$	556.9	$	2,580.9		(78.4	)%	$	129.4	$	702.2		(81.6	)%	$	153.0		(78.2	)%	$	686.3	$	3,283.1		(79.1	)%
Attendance (1)		34.9		176.2		(80.2	)%		19.4		103.4		(81.2	)%							54.3		279.6		(80.6	)%
Average ticket price (1)	$	8.36	$	8.13		2.8	%	$	3.35	$	3.61		(7.2	)%	$	3.94		9.1	%	$	6.57	$	6.46		1.7	%
Concession revenues per patron (1)	$	5.43	$	5.31		2.3	%	$	2.14	$	2.18		(1.8	)%	$	2.48		13.8	%	$	4.26	$	4.15		2.7	%

Revenues. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenues.

(1) 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			International Operating Segment					Consolidated
							Constant Currency (3)
	2021	2020	% Change	2021	2020	% Change	2021	% Change	2021	2020	% Change
Admissions revenue (1)	$671.7	$291.6	130.3%	$108.3	$64.9	66.9%	$117.0	80.3%	$780.0	$356.5	118.8%
Concession revenue (1)	$482.8	$189.6	154.6%	$78.9	$41.5	90.1%	$84.7	104.1%	$561.7	$231.1	143.1%
Other revenues (1)(2)	$139.1	$75.7	83.8%	$29.7	$23.0	29.1%	$32.4	40.9%	$168.8	$98.7	71.0%
Total revenues (1)(2)	$1,293.6	$556.9	132.3%	$216.9	$129.4	67.6%	$234.1	80.9%	$1,510.5	$686.3	120.1%
Attendance (1)	73.0	34.9	109.2%	32.6	19.4	68.0%			105.6	54.3	94.5%
Average ticket price (1)	$9.20	$8.36	10.0%	$3.32	$3.35	(0.9)%	$3.59	7.2%	$7.39	$6.57	12.5%
Concession revenues per patron (1)	$6.61	$5.43	21.7%	$2.42	$2.14	13.1%	$2.60	21.5%	$5.32	$4.26	24.9%

(1)

~~(2)~~Revenue ~~U.S.~~and ~~operating~~attendance ~~segment~~amounts ~~revenues~~in ~~include~~millions. ~~eliminations~~Average ofticket ~~intercompany~~price ~~transactions~~is ~~with~~calculated ~~the~~as ~~international~~admissions ~~operating~~revenues ~~segment~~divided by attendance. ~~See~~Concession ~~Note~~revenues 19per topatron ~~our~~is ~~consolidated~~calculated ~~financial~~as ~~statements~~concession revenues divided by attendance.

(2)

(3) Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rates for the corresponding months for 2019. We translate the results of our international operating segment from local currencies into U.S. ~~dollars~~operating ~~using~~segment ~~currency~~revenues ~~rates~~include ineliminations ~~effect~~of atintercompany ~~different~~transactions ~~points~~with ~~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. toSee ~~present~~Note a19 ~~period-~~to~~-period~~ ~~comparison~~our ofconsolidated ~~business~~financial ~~performance without the impact of foreign currency fluctuations~~statements.

(3)

•Constant ~~U.S.~~currency ~~Admissions~~revenue amounts, ~~concession~~which ~~and~~are ~~other~~non-GAAP ~~revenues~~measurements, ~~decreased~~were ascalculated ausing ~~result of~~ the ~~80.2%~~average ~~decrease~~exchange inrates ~~attendance due to our theatres being temporarily closed~~ for anthe ~~extended~~corresponding ~~period~~months ofin ~~time beginning March~~ 2020. We ~~began~~translate ~~reopening theatres in~~ the ~~U.S.~~results inof ~~late~~our ~~June~~international ~~2020,~~operating ~~showing~~segment ~~library~~from ~~content~~local ~~and~~currencies ~~limited~~into ~~new releases with limited capacities and reduced operating hours~~U.S. Wedollars ~~offered~~using ~~library~~currency ~~content~~rates atin ~~promotional~~effect ~~prices, and also offered private watch parties to our patrons~~ at ~~many~~different ofpoints ~~our~~in ~~theatres~~time. WeSignificant ~~continue~~changes ~~to offer a limited menu of concession items~~ in ~~essentially~~foreign ~~all~~exchange ~~locations,~~rates ~~and~~from atone ~~promotional~~period ~~prices~~to ~~for much of~~ the ~~reopening~~next ~~phase.~~can ~~Average~~result ~~ticket~~in ~~price~~meaningful ~~increased~~variations ~~due~~in toreported ~~price~~results. We ~~increases~~are ~~and~~providing ~~the~~constant ~~impact~~currency ofamounts ~~the deferral of admissions revenues~~ for ~~loyalty points issued, partially offset by the impact of promotional pricing during~~ our ~~reopening~~international ~~period.~~operating ~~Concession~~segment ~~revenues per patron grew primarily due~~ to ~~incremental~~present ~~sales~~a ~~of traditional concession products, the impact of the deferral of concessions revenues for loyalty points issued and price increases prior~~ period-to-period ~~the~~comparison ~~temporary closure~~ of ~~our~~business ~~theatres,~~performance ~~partially~~without ~~offset by~~ the impact of ~~promotional~~foreign ~~pricing~~currency ~~during our reopening period~~fluctuations. ~~Other revenues in 2020 primarily included the amortization of NCM screen advertising advances and promotional revenues.~~

•

~~• International~~U.S. ~~Admissions,~~With ~~concession~~a ~~and~~more ~~other~~consistent ~~revenues~~flow ~~decreased~~of asnew afilm ~~result~~content ofduring the ~~81.2%~~year, ~~decrease in~~ attendance ~~due~~rebounded to ~~our~~73.0 ~~theatres~~million ~~being~~patrons ~~temporarily~~generating ~~closed~~$671.7 ~~for~~million anof ~~extended~~admissions ~~period~~revenue ofand ~~time~~$482.8 ~~beginning~~million ~~March~~of ~~2020~~concession revenue. Our Weaverage ~~began~~ticket ~~reopening~~price ~~international~~increased ~~theatres~~10% into ~~late~~$9.20 ~~August~~during ~~2020,~~2021 ~~showing~~compared ~~library~~with ~~content~~$8.36 ~~and~~during ~~limited~~2020, ~~new~~primarily ~~releases~~a ~~with~~result ~~limited~~of ~~capacities~~pricing, ticket type mix and ~~reduced~~optimized operating hours. Our Weconcession ~~offered~~revenues ~~core~~per ~~concession~~patron ~~items~~increased at21.7% ~~our~~to ~~theatres~~$6.61 during 2021 compared with $5.43 during 2020 driven by pricing and ~~also~~operating ~~offered~~hours ~~take~~more ~~out~~conducive to concession ~~items~~purchases. Other inrevenues ~~certain~~for ~~locations~~2021 of $139.1 ~~Average~~million ~~ticket~~included ~~price~~the ~~and~~amortization ~~concession~~of ~~revenues~~NCM ~~per~~screen ~~patron~~advertising ~~decreased~~advances, as ~~reported,~~well ~~primarily~~as ~~due~~screen torental ~~the~~revenue, ~~impact~~promotional ofand ~~changes~~trailer inplacement ~~foreign~~income ~~currency~~related ~~exchange~~to ~~rates~~the inrecent ~~certain~~new ~~countries~~film inreleases ~~which~~and wetransactional ~~operate~~fees, ~~partially~~all ~~offset~~of bywhich ~~price~~were ~~increases.~~lower ~~Other revenues~~ in 2020 ~~included~~as ~~primarily~~a ~~screen~~result ~~advertising,~~of ~~media~~limited ~~and~~new ~~loyalty~~film ~~program~~content ~~revenues~~and reduced attendance.

•

International. We showed new releases during 2021, beginning in May, as well as some library content in our international theatres, resulting in 32.6 million in attendance, $108.3 million of admissions revenues and $78.9 million of concession revenues. Our average ticket price for 2021 was $3.32 as reported, $3.59 in constant currency, compared with $3.35 for 2020. Concession revenues per patron for 2021 was $2.42 as reported, $2.60 in constant currency, compared with $2.14 in 2020. The increase in reported concession revenues per patron was a result of increased purchase incidence of our core concession items, the impact of inflation and new premium combo offerings. Other revenues primarily included screen advertising and loyalty membership revenues and were impacted by increased attendance in 2021 compared with 2020.

~~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, 2019 and 2020.~~26

	U.S. Operating Segment				International Operating Segment						Consolidated
	2020		2019		2020		2019		Constant Currency 2020 (1)		2020		2019
Film rentals and advertising	$	155.3	$	819.6	$	31.5	$	184.2	$	37.4	$	186.8	$	1,003.8
Concession supplies		36.9		156.9		11.7		49.6		14.0		48.6		206.5
Salaries and wages		113.8		331.2		31.2		78.9		38.0		145.0		410.1
Facility lease expense		247.0		259.8		32.8		86.3		38.9		279.8		346.1
Utilities and other		180.3		348.2		49.2		126.5		59.4		229.5		474.7

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, 2020 and 2021.

(1) Constant currency expense amounts, which are non-GAAP measurements, were calculated using the average exchange rates for the corresponding months for 2019. 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. Operating Segment				International Operating Segment						Consolidated
	2021		2020		2021		2020		Constant Currency 2021 (1)		2021		2020
Film rentals and advertising	$	360.0	$	155.3	$	55.0	$	31.5	$	59.6	$	415.0	$	186.8
Concession supplies		79.5		36.9		18.4		11.7		19.8		97.9		48.6
Salaries and wages		198.2		113.8		34.7		31.2		37.4		232.9		145.0
Facility lease expense		242.2		247.0		37.8		32.8		39.8		280.0		279.8
Utilities and other		232.1		180.3		50.8		49.2		54.9		282.9		229.5

(1)

•Constant ~~U.S.~~currency ~~Film~~expense ~~rentals~~amounts, ~~and~~which ~~advertising~~are ~~costs~~non-GAAP ~~were 53.3% of admissions revenues for 2020~~measurements, ~~reflecting~~were ~~both~~calculated ~~new~~using ~~releases~~the ~~and~~average ~~library~~exchange ~~content~~rates asfor ~~well~~the ascorresponding ~~advertising~~months ~~and~~for ~~promotional~~2020. ~~expenses~~We ~~related~~translate to the ~~reopening~~results of our ~~theatres.~~international ~~Film~~operating ~~rentals~~segment ~~and~~from ~~advertising~~local ~~costs~~currencies ~~were~~into 57U.2%S. ofdollars ~~admissions~~using ~~revenues~~currency ~~for~~rates ~~2019,~~in ~~which~~effect ~~reflected~~at adifferent ~~higher~~points ~~concentration~~in ~~of blockbuster films~~time. ~~Concession~~Significant ~~supplies~~changes ~~expense~~in ~~was~~foreign ~~19.5%~~exchange ofrates ~~concession~~from ~~revenues~~one ~~for~~period ~~2020 compared~~ to ~~16.8%~~the ofnext ~~concession~~can ~~revenues~~result ~~for~~in ~~2019.~~meaningful ~~The~~variations ~~increase~~ in ~~the~~reported ~~concession~~results. ~~supplies~~We ~~rate~~are ~~was~~providing ~~primarily~~constant ~~due~~currency toamounts ~~the~~for ~~impact~~our ofinternational ~~the~~operating ~~disposal~~segment ofto ~~perishable~~present ~~food~~a ~~and~~period-to-period ~~expired~~comparison ~~product~~of asbusiness aperformance ~~result~~without of the ~~temporary~~impact ~~closure~~ of ~~our~~foreign ~~theatres,~~currency ~~as well as promotional pricing implemented during our reopening period~~fluctuations.

•

~~Salaries~~U.S. ~~and~~Film ~~wages~~rentals ~~decreased~~and toadvertising ~~$113.8~~costs ~~million~~ for ~~2020~~2021 ~~from~~were ~~$331~~53.26% ~~million~~of ~~for~~admissions ~~2019~~revenue ~~primarily~~compared ~~due~~with to53.3% ~~the~~for ~~temporary~~2020. The ~~closure~~rate offor ~~all~~2021 ofwas ~~our~~impacted ~~U.S.~~by ~~theatres~~new ~~for~~film acontent ~~portion~~released ofduring ~~the 2020 period~~2021, ~~limited~~and ~~operating~~specifically ~~hours for~~ the ~~reopened~~highly ~~theatres~~successful ~~and~~Spiderman: ~~our~~No ~~efforts~~Way toHome ~~streamline~~released ~~our~~in ~~operational~~December ~~processes upon reopening~~2021. ~~Facility~~In ~~lease~~addition, ~~expense~~promotion ~~decreased~~and toadvertising ~~$247.0~~expense ~~million~~increased for ~~2020~~2021 ~~from~~as ~~$259.8~~a ~~million~~result ~~for~~of ~~2019~~aforementioned ~~primarily~~new ~~due~~film tocontent, aas ~~decline~~well inas ~~percentage~~promotions ~~rent~~for ~~expense~~our Movie Club and ~~the~~Movie ~~impact~~Club ofPlatinum ~~theatres~~programs. Concession ~~that~~supplies ~~were~~expenses ~~permanently~~for ~~closed~~2021 were 16. ~~Utilities~~5% ~~and~~of ~~other~~concessions ~~costs~~revenue ~~decreased~~compared towith ~~$180~~19.35% ~~million~~of concession revenues for 2020. The ~~from~~concession ~~$348.2~~supplies ~~million~~rate for ~~2019~~2021 asreflected ~~many~~modest ofprice ~~these~~increases ~~costs,~~compared ~~such~~with asWelcome ~~credit~~Back ~~card~~pricing ~~fees,~~during ~~security~~2020, ~~janitorial~~the ~~costs~~impact ~~and~~of ~~repairs~~a ~~and~~favorable ~~maintenance~~product mix, ~~are variable in nature~~ and ~~were~~a ~~impacted~~reduced bylevel ~~the temporary closures~~ of ~~our~~waste ~~theatres~~related ~~and~~to ~~reduced~~the ~~operating~~disposal ~~hours~~ of ~~the~~perishable ~~theatres that were reopened~~goods.

•Salaries ~~International.~~and ~~Film~~wages ~~rentals~~increased ~~and~~to ~~advertising~~$198.2 ~~costs~~million ~~were~~for ~~48.5%~~2021 as a result of ~~admissions~~increased ~~revenues~~operating ~~for~~hours ~~2020~~and ~~compared~~increased staffing to 49service growing attendance demand.3% Salaries ofand ~~admissions~~wages ~~revenues,~~were ~~for~~also ~~2019.~~impacted ~~The~~by ~~decrease~~minimum iswage ~~due~~and tomarket ~~limited~~rate ~~new~~increases. ~~releases~~Facility ~~and~~lease ~~library~~expense, ~~content~~which ~~shown~~is inprimarily ~~2020~~fixed ~~compared~~in tonature, ~~2019~~decreased $4.8 ~~Concession~~million ~~supplies~~primarily ~~expense~~due ~~was~~to ~~28.4%~~the permanent closure of ~~concession~~certain ~~revenues~~theatres ~~for~~and ~~2020~~a ~~compared~~decline toin 22common area maintenance costs.1% Utilities ofand ~~concession~~other ~~revenues~~costs ~~for~~increased ~~2019~~$51.8 ~~The~~million, ~~increase~~as inmany ~~the~~of ~~concession~~these ~~supplies~~costs, ~~rate~~such ~~was~~as ~~primarily~~janitorial ~~due~~costs, tosecurity ~~the~~expenses, ~~impact~~credit ofcard ~~the~~fees ~~disposal~~and ofrepairs ~~perishable~~and ~~food~~maintenance, ~~and~~are ~~expired~~variable ~~product~~in asnature aand ~~result~~were ofimpacted ~~the~~by ~~temporary~~increased ~~closure~~operating ofhours ~~our~~and ~~theatres~~increased attendance for 2021.

•

~~Salaries~~International. Film rentals and ~~wages~~advertising ~~decreased~~costs tofor ~~$31.2~~2021 ~~million~~were ~~($38~~50.08% ~~million~~of inadmissions ~~constant~~revenue ~~currency)~~compared ~~for~~with ~~2020 from $78~~48.95% ~~million~~ for ~~2019~~2020. The ~~decrease~~increase ~~was~~in ~~due~~ the ~~temporary~~film ~~closure~~rentals ofand ~~all~~advertising ofrate ~~our~~was ~~international~~a ~~theatres~~result onof ~~March~~the ~~18,~~release ~~2020, some~~ of ~~which~~new ~~began~~film ~~reopening~~content in ~~August,~~2021 and ~~our~~a ~~efforts~~decrease ~~to streamline our operational processes upon reopening. Facility lease expense decreased to $32.8 million (decreased to $38.9 million~~ in ~~constant~~virtual ~~currency)~~print ~~for~~fees ~~2020~~collected from ~~$86~~studios.3 ~~million~~Concession ~~for~~supplies ~~2019. The~~expenses ~~decrease~~were ~~was due to lower percentage rent and rent-free periods allowed in certain international locations due to temporary mall closures~~23. ~~Utilities~~3% ~~and~~of ~~other~~concessions ~~costs~~revenue ~~decreased~~compared towith ~~$49~~28.2% ~~million~~of ~~($59.4~~concession ~~million~~revenues ~~in constant currency)~~ for 2020, ~~from~~driven ~~$126.5~~by ~~million~~a ~~for~~reduced ~~2019~~level ~~as many~~ of ~~these~~waste ~~costs,~~related ~~such~~to ~~as credit card fees, security, janitorial costs and repairs and maintenance, are variable in nature and were impacted by~~ the ~~temporary~~disposal ~~closure~~ of ~~our~~perishable ~~theatres~~goods and ~~reduced~~a ~~operating~~higher ~~hours~~mix of ~~the~~premium ~~theatres~~concession ~~that were reopened~~products.

33Salaries and wages increased $3.5 million as reported for 2021 compared with 2020 as a result of increased operating hours, increased staffing to service growing attendance demand in 2021 and increases in wage rates due to inflationary pressures in certain countries in which we operate. Facility lease expense increased $5.0 million as reported due to the impact of rent abatements negotiated during 2020 while theatres were closed and higher percentage rent as a result of increased revenues. Utilities and other costs increased $1.6 million as reported, as many of these costs are variable in nature, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, and were impacted by increased operating hours and increased attendance for 2021. These expenses, as reported, were also impacted by exchange rates in each of the countries in which we operate.

General and Administrative Expenses. General and administrative expenses ~~decreased~~increased to $~~125~~158.45 million for ~~2020~~2021 ~~from~~compared with $~~170~~125.84 million for ~~2019~~2020. The ~~decrease~~increase ~~was~~is primarily due to the temporary salary reductions and ~~the~~furloughs ~~furlough~~for ~~of a portion of~~ our corporate ~~office~~workforce ~~personnel~~during ~~for part of~~ 2020, ~~the~~increased ~~impact~~incentive ofand ~~the~~share ~~2020~~based ~~Restructuring~~award ~~Plan~~compensation (expense as ~~defined~~a inresult ~~Note~~of 3certain toretention ~~our~~measures ~~consolidated~~and ~~financial~~the ~~statements),~~acceleration ~~which~~of ~~permanently~~share ~~reduced~~based ~~headcount,~~award ~~reduced incentive~~ compensation expense ~~and~~for ~~the~~certain ~~impact~~equity ofawards. See ~~changes~~Note in15 ~~foreign~~for ~~currency~~discussion ~~exchange~~of ~~rates~~share inbased ~~certain~~award ~~countries in which we operate~~activity.

Depreciation and Amortization. Depreciation and amortization expense ~~decreased~~increased to $~~259~~265.84 million for ~~2020~~2021 ~~from~~compared with $~~261~~259.28 million for ~~2019. The~~2020 ~~decrease was~~ primarily due to the ~~impact~~digital ofprojectors ~~theatre~~received ~~assets~~in ~~impaired~~a ~~during~~non-cash ~~late~~distribution ~~2019~~from ~~and 2020. See Note 9 to our consolidated financial statements for discussion of impairment.~~

Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $152.7 million for 2020 compared to $57.0 million for 2019. Approximately $60.0 million of the impairment charges recorded in 2020 were primarily a result of the prolonged impact of the COVID pandemic on our operations, as some theatres remained closed and film content shifted into future periods, both of which impact estimated future cash flows for theatres. In addition, we recorded an impairment of $92.6 million for our investment in NCM due to the NCM, Inc.’s stock price being below our book value per common unit for a prolonged period of time. Impairment charges for 2019 were specific to theatres that were directly and individually impacted by industry conditions, temporary closures, recovery expectations, increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatres. See Note 9 to our consolidated financial statements for a summary of impairment recorded. 27

~~Restructuring~~DCIP ~~costs.~~during Wethe ~~recorded~~fourth ~~restructuring~~quarter ~~costs~~ of ~~$20.4 million during~~ 2020 ~~related~~and to the ~~2020~~impact ~~Restructuring Plan implemented during 2020 as a result~~ of ~~the~~new ~~COVID-19 pandemic~~theatres. See Note 37 to ~~our~~the consolidated financial statements for ~~further~~ discussion of the non-cash distribution from DCIP.

~~(Gain)~~Impairment ~~Loss on Disposal~~ of ~~Assets~~Long-Lived ~~and Other~~Assets. We recorded aasset ~~gain~~impairment oncharges ~~disposal~~ of ~~assets~~$20.8 ~~and~~million ~~other~~during of2021 and $(8152.9)7 million during 2020. The ~~compared~~asset toimpairment acharges ~~loss~~recorded ofduring ~~$12.0~~2021 ~~million~~impacted ~~during~~seven ~~2019. Activity~~countries ~~for~~and ~~2020~~were ~~was~~ primarily related to acertain ~~favorable~~theatres ~~litigation~~that ~~outcome~~were ~~for~~not ashowing ~~case~~sufficient ~~that~~recovery ~~was~~after ~~previously~~reopening ~~accrued~~when ~~and~~compared with the ~~write-off~~rest of ~~previously~~our ~~recorded~~theatre ~~lease~~circuit. The ~~assets~~asset ~~and~~impairment ~~liabilities~~charges ~~for~~recorded ~~terminated~~during ~~and~~2020 ~~amended~~impacted ~~lease~~eleven ~~contracts,~~countries ~~partially~~and ~~offset~~were byprimarily a result of the ~~retirement~~prolonged impact of ~~assets~~the ~~related~~COVID topandemic ~~asset~~on ~~replacements. Activity~~our ~~for~~operations, ~~2019~~as ~~was~~some ~~primarily~~theatres ~~due~~remained closed and film content continued to ~~the~~shift ~~retirement~~into future periods, both of ~~assets~~which ~~related~~impacted our estimated future cash flows for theatres. See Note 9 to ~~theatre~~our ~~remodels~~consolidated financial statements.

~~Interest~~Restructuring ~~Expense~~costs. ~~Interest~~Restructuring ~~expense,~~costs ~~which~~of ~~includes~~$20.4 ~~amortization~~million ofwere ~~debt~~recorded ~~issue~~during ~~costs~~2020 ~~and~~related ~~amortization~~to ofa ~~accumulated~~restructuring ~~losses~~plan inimplemented ~~swap~~during ~~amendments,~~the ~~was~~second ~~$115.7~~quarter ~~million~~of ~~for~~ 2020. The ~~compared~~credit toof $~~100~~(1.0) million ~~for~~to ~~2019.~~restructuring ~~The~~costs ~~increase~~during 2021 was primarily due to ~~the~~adjustments ~~issuance~~based ofon ~~8.750%~~final ~~secured~~facility ~~notes~~lease onpayments ~~April~~for ~~20,~~certain ~~2020~~closed theatres as compared with original recorded amounts. See ~~also~~ Note 113 to our consolidated financial statements for ~~discussion~~further ~~of our long-term debt and our interest rate swap agreements~~discussion.

~~Foreign~~(Gain) ~~Currency~~Loss ~~Exchange~~on ~~Loss~~Disposal of Assets and Other. We recorded a ~~foreign~~loss ~~currency~~on ~~exchange~~disposal ~~loss~~of assets and other of $48.90 million during ~~2020~~2021 ~~and~~compared with a gain of $3(8.49) million during ~~2019~~2020. Activity for 2021 was primarily related to ~~intercompany~~a ~~transactions~~litigation settlement reserve and ~~changes~~the inwrite-off ~~exchange~~of ~~rates~~certain ~~from~~digital ~~original~~projectors ~~transaction~~that ~~dates~~were ~~until~~replaced ~~cash~~with ~~settlement~~laser projectors, partially offset by gains on the sales of excess land parcels. Activity ~~See~~for ~~Notes~~2020 1was ~~and~~primarily 13due to ~~our~~a ~~consolidated~~favorable ~~financial~~litigation ~~statements~~outcome for ~~discussion~~a case that was previously accrued, partially offset by the retirement of ~~foreign~~assets ~~currency~~related ~~translation~~to theatre remodels.

~~Distributions~~Interest ~~from NCM~~Expense. WeInterest ~~recorded~~expense, ~~distributions~~which ~~received~~includes ~~from~~amortization ~~NCM~~ of ~~$7.0~~debt ~~million~~issuance ~~during~~costs ~~2020~~ and ~~$12.9~~amortization ~~million~~of ~~during~~accumulated ~~2019,~~losses ~~which~~for ~~were~~swap inamendments, ~~excess~~increased ofto ~~the~~$125.6 ~~carrying~~million ~~value~~during of2021 ~~our~~compared ~~Tranche~~with ~~1 Investment~~$115.7 ~~The~~million ~~decrease~~for in2020. The ~~distributions~~increase ~~from~~was ~~NCM is~~ primarily due to the ~~impact~~issuance of ~~theatres~~notes ~~being temporarily closed as a result of the COVID-19 pandemic as~~ discussed atin Note 311 to our consolidated financial statements. ~~See Note 6 to our consolidated financial statements for discussion of our investment in NCM.~~

~~Non-cash~~Loss ~~Distribution~~on ~~from~~Extinguishment ~~Other~~of ~~Equity Investee~~Debt. We recorded a ~~non-cash~~loss ~~distribution~~on extinguishment of debt of $126.95 million during 2021 related to ~~digital~~the ~~projectors~~refinancing ~~distributed~~of toour us5.125% ~~from~~Senior ~~DCIP~~Notes ~~during~~and ~~2020~~4. ~~See~~875% ~~further~~Senior ~~discussion~~Notes, atincluding the write-off of the related unamortized debt issuance costs and legal and other fees paid. See Note 711 to our consolidated financial statements.

~~Interest~~Foreign ~~expense~~Currency –Exchange ~~NCM~~Loss. We recorded ~~non-cash~~a ~~interest~~foreign ~~expense~~currency exchange loss of $231.63 million during ~~2020~~2021 ~~compared~~and to $284.69 million during ~~2019~~2020 primarily related to ~~the~~intercompany ~~significant~~transactions ~~financing~~and ~~component~~changes ~~associated~~in ~~with~~exchange ~~revenues~~rates ~~collected~~from inoriginal transaction dates until cash settlement. See Notes 1 and 13 to our consolidated financial statements for discussion of foreign currency translation.

34Distributions from NCM. We recorded distributions from NCM of $0.1 million during 2021 compared with $7.0 million recorded during 2020. These distributions were in excess of the carrying value of our Tranche 1 investment. Distributions from NCM decreased beginning in the second quarter of 2020 primarily due to the impact of the COVID-19 pandemic as discussed in Note 3 to our consolidated financial statements. See Note 6 to our consolidated financial statements for discussion of our investment in NCM.

~~advance~~Cash ~~under~~and ~~certain~~Non-Cash Distributions from DCIP. We recorded cash distributions from DCIP of $13.1 million during 2021. These distributions were in excess of the carrying value of our ~~agreements~~investment ~~with~~in ~~NCM~~DCIP. We recorded a non-cash distribution of $12.9 million during 2020 related to digital projectors distributed to us from DCIP. See Note 67 to our consolidated financial statements for adiscussion ~~summary~~ of ~~all~~our ~~activity~~investment ~~with~~in ~~NCM~~DCIP.

Equity in ~~Income (~~Loss) of Affiliates. We recorded equity in loss of affiliates of $~~(38~~25.7)0 million during ~~2020~~2021 ~~and~~compared ~~equity~~with ~~in income of affiliates of~~ $4138.97 million during ~~2019~~2020. ~~The~~Our ~~decrease in~~ equity ~~income~~method ~~(loss)~~investees ofare ~~affiliates~~recovering isfrom ~~primarily due to~~ the ~~impact~~impacts of ~~theatres being temporarily closed as a result of~~ the COVID-19 pandemic ~~as discussed at Note 3 to our consolidated financial statements~~. See Notes 6 and 7 to our consolidated financial statements for information about our equity investments.

Income Taxes. An income tax benefit of $(~~303~~32.63) million was recorded for ~~2020~~2021 compared towith an income tax ~~expense~~benefit of $80(303.56) million ~~recorded~~ for ~~2019~~2020. The effective tax rate ~~for 2020~~ was 33approximately 7.38% for 2021 compared towith 2933.13% for ~~2019~~2020. On ~~March~~As ~~27,~~a ~~2020,~~result ~~the~~of ~~CARES~~continued ~~Act~~losses ~~was enacted~~ in ~~response~~2021, to the ~~COVID-19~~2021 ~~pandemic. The~~effective ~~CARES Act contains several business~~ tax ~~provisions~~rate ~~aimed~~was atnegatively ~~stimulating~~impacted aby ~~failing~~valuation ~~economy. One~~allowances ofrelated ~~these provisions allows corporate taxpayers~~ to ~~take~~certain ~~net~~foreign ~~operating~~tax ~~losses~~credits ~~earned~~and indeferred ~~2018,~~tax ~~2019~~assets ~~and~~for ~~2020~~which ~~and~~the ~~carry~~ultimate ~~back~~realization ~~those~~is ~~losses five years~~uncertain. We The ~~generated~~effective ~~significant~~tax ~~net~~rate ~~operating~~for ~~losses~~2020 asreflected athe ~~result~~carryback of ~~the~~2020 ~~COVID-19 pandemic. We carried back these~~ losses ~~under the five-year NOL carryback provision which enabled us~~ to ~~benefit from the losses and re-measure certain deferred~~ tax ~~assets~~years ~~and~~that ~~liabilities~~had ata ~~the~~35% ~~former~~ federal tax rate ofunder ~~35%. In~~the ~~2020,~~provisions ~~we recorded tax benefits~~ of ~~$185.2 million related to~~ the ~~NOL~~CARES ~~carryback provision~~Act. We have recorded an income tax receivable of $~~155~~46.76 million at December 31, ~~2020~~2021 and have received cash tax refunds of $~~124~~137.28 million during the year ended December 31, ~~2020~~2021. See Note 17 to our consolidated financial statements for further discussion of income taxes.

Liquidity and Capital Resources

Operating Activities

We primarily collect our ~~revenues~~revenue 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. ~~However,~~We we temporarily closed all of our theatres during March 2020 and funded operating expenses with cash on hand and new financing discussed below under Financing Activities while theatres were closed and as we reopened our theatres. During Asthe latter part of 2021, as we ~~continue~~began to ~~reopen~~show a steady stream of new film content and our theatres towere ~~reduced~~returning ~~operating~~to ~~hours~~more ~~and~~consistent ~~limited~~operating ~~capacities~~hours, we ~~will~~began ~~fund~~to ~~operating~~generate ~~expenses~~positive ~~with~~ cash onflows ~~hand~~from operations and ~~recent~~transition ~~additional~~back ~~financing~~to ~~discussed~~our ~~below~~historical ~~under~~working ~~Financing~~capital ~~Activities~~“float” position. As However, ~~discussed~~our inworking ~~Recent~~capital ~~Developments~~position ~~above,~~will continue to fluctuate based on seasonality, the timing of interest payments on our ~~current~~long-term ~~estimates~~debt ~~for~~as ~~recovery~~well as timing of payment of other operating expenses that are paid annually or semi-annually, wesuch as property and other taxes and incentive bonuses. We believe ~~that~~our weexisting ~~have~~cash and expected cash flows from operations will ~~generate~~be sufficient to meet our working capital, capital expenditures, and expected cash torequirements ~~sustain~~from ~~operations~~known contractual obligations for the next twelve months and beyond.

Cash provided by (used for) operating activities amounted to $~~561~~(334.19) million and $~~(334~~176.9)4 million for the years ended December 31, ~~2019~~2020 and ~~2020~~2021, respectively. The ~~decrease~~increase in cash provided by operating activities was primarily a result of increased attendance as theatres reopened and new film product was released, the ~~temporary~~receipt ~~closure~~of income tax refunds, discussed at Income Taxes above, as a result of ~~all~~the carry back of net operating losses (see Note 17 to our ~~theatres~~financial ~~during~~statements) ~~March~~and ~~2020~~the timing of payments to vendors for revenues generated in the latter part of 2021.

As discussed in Note 4 to our consolidated financial statements, we negotiated the deferral of a portion of our rent and other lease-related payments for ~~the~~part ~~second,~~of ~~third~~2020 and ~~fourth~~the ~~quarters~~first quarter of ~~2020~~2021 with many of our landlords,. We ~~resulting~~began into ~~approximately~~repay ~~$66.2~~previously ~~million~~deferred inamounts ~~deferred~~during ~~lease~~2020 ~~payments~~and ascontinued to make scheduled repayments during 2021. As of December 31, ~~2020. We~~2021, ~~began~~approximately to$31.9 ~~repay~~million ~~previously~~in deferred ~~amounts~~lease ~~during~~payments ~~2020,~~remain ~~while~~outstanding. The a majority of ~~the~~these ~~repayments~~remaining deferred amounts will be ~~made~~repaid ~~throughout~~during ~~2021 and~~ 2022.

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 $~~310~~83.64 million and $8389.43 million for the years ended December 31, ~~2019~~2020 and ~~2020~~2021, respectively. The ~~decrease~~increase in cash used for investing activities was primarily due to ~~the~~higher ~~suspension of non-essential~~ capital expenditures in ~~response~~2021 toas ~~the~~we ~~temporary~~resumed ~~closure~~some non-essential projects after the suspension of ~~our~~such ~~theatres~~activities in 2020.

~~Capital~~Below ~~expenditures~~is ~~for~~a ~~the~~summary ~~years~~of ~~ended~~capital ~~December 31,~~expenditures ~~2019~~by ~~and~~category ~~2020~~for ~~were~~the asperiods ~~follows~~indicated (in millions):

Period	New Theatres		Existing Theatres		Total
	Year Ended December 31,
Year Ended December 31, 2019	$	87.6	$	216.0	$	303.6
	2020		2021
Year Ended December 31, 2020	$	25.9	$	58.0	$	83.9
New theatres	$	25.9	$	38.0
Existing theatres	$	58.0	$	57.5
Total capital expenditures	$	83.9	$	95.5

35We operated 522 theatres with 5,868 screens worldwide as of December 31, 2021. Theatres and screens built and closed during the year ended December 31, 2021 were as follows:

~~We operated 531 theatres with 5,958 screens worldwide as of December 31, 2020. Theatres and screens acquired, built and closed during the year ended December 31, 2020 were as follows:~~29

January 1, 2020

Built

Closed

December 31, 2020

Built

Closed

December 31, 2021

U.S.

Theatres

~~345~~331

(~~17)~~13

)

~~331~~321

Screens

4,~~645~~507

2842

(~~166)~~141

)

4,~~507~~408

International

Theatres

~~209~~200

(~~10)~~3

)

~~200~~201

Screens

1,~~487~~451

1628

(~~52)~~19

)

1,~~451~~460

Worldwide

Theatres

~~554~~531

(~~27)~~16

)

~~531~~522

Screens

65,~~132~~958

4470

(~~218)~~160

)

5,~~958~~868

As of December 31, ~~2020~~2021, we had the following signed commitments (costs in millions):

	Theatres		Screens		Estimated Cost (1)
Expected to open during 2021
Expected to open during 2022
U.S.		32		4228	$	3120.89
International		31		3019		157.37
Total during 2021		6		72		47.1
Total during 2022		3		47		28.6
Expected to open subsequent to 2021
Expected to open subsequent to 2022
U.S.		63		7434		5020.56
International		76		4936		1915.06
Total subsequent to 2021		13		123		69.5
Total subsequent to 2022		9		70		36.2
Total commitments at December 31, 2020		19		195	$	116.6
Total commitments at December 31, 2021		12		117	$	64.8

(1)

~~Actual~~We ~~expenditures~~expect ~~for~~approximately ~~continued~~$28.6 ~~theatre development~~million, ~~remodels~~$30.3 million, and ~~acquisitions are subject to change based upon the availability of attractive opportunities~~$5. We9 ~~plan~~million to ~~fund~~be ~~capital~~paid ~~expenditures~~during ~~for~~2022, ~~our~~2023 ~~continued~~and ~~development with cash flow from operations~~2024, ~~borrowings~~respectively. ~~under~~The ~~our~~timing ~~senior~~of ~~secured~~payments ~~credit~~is ~~facility,~~subject ~~proceeds~~to ~~from~~change ~~debt~~as ~~issuances,~~a ~~sale~~result ~~leaseback~~of ~~transactions~~construction ~~and/~~timing or ~~sales~~other ~~of excess real estate~~delays.

Actual expenditures for continued theatre development, remodels and acquisitions are subject to change based upon the availability of attractive opportunities. During the next twelve months and the foreseeable future, we plan to fund capital expenditures for our continued development with cash flow from operations and, if needed, borrowings under our senior secured credit facility, proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

Financing Activities

Cash ~~(used for)~~ provided by financing activities was $~~(185~~194.7)5 million and $~~194~~100.51 million during the years ended December 31, ~~2019~~2020 and ~~2020~~2021, respectively. The ~~increase~~decrease in cash provided by financing activities was primarily due to the issuance of ~~$250.0 million 8.750% Secured~~ notes onand ~~April 20, 2020,~~ borrowings by certain of our international subsidiaries ~~and~~during 2020, discussed further below, partially offset by the decrease in dividends paid to Cinemark Holdings, Inc. and a contribution from Cinemark Holdings, Inc.

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.

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Long-term debt consisted of the following as of December 31, ~~2019~~2020 and ~~2020~~2021 (in millions):

	As of December 31,
	December 31,
	2019		2020
	2020		2021
Cinemark USA, Inc. term loan due 2025	$	~~646~~639.37	$	~~639~~633.71
Cinemark USA, Inc. 5.125% senior notes due 2022		400.0		400.0
Cinemark USA, Inc. 8.750% senior secured notes due 2025		250.0		250.0
Cinemark USA, Inc. 4.875% senior notes due 2023		755.0		755.0
Cinemark USA, Inc. 5.875% senior notes due 2026		—		405.0
Cinemark USA, Inc. 8.750% senior secured notes due 2025		—		250.0
Cinemark USA, Inc. 5.250% senior notes due 2028		—		765.0
Other		—		23.2
Cinemark USA, Inc. 5.125% senior notes due 2022		400.0		—
Total long-term debt	$	1,801.3	$	2,067.9
Cinemark USA, Inc. 4.875% senior notes due 2023		755.0		—
Less current portion		6.6		18.1
Other		23.2		30.2
Subtotal long-term debt, less current portion	$	1,794.7	$	2,049.8
Total long-term debt	$	2,067.9	$	2,083.3
Less: Debt discounts and debt issuance costs, net of accumulated amortization		23.4		24.9
Less current portion		18.1		24.3
Long-term debt, less current portion, net of debt issuance costs	$	1,771.3	$	2,024.9
Subtotal long-term debt, less current portion	$	2,049.8	$	2,059.0
Less: Debt issuance costs, net of accumulated amortization		24.9		30.3
Long-term debt, less current portion, net of debt issuance costs	$	2,025.0	$	2,028.7

As of December 31, ~~2020~~2021, we had $100 million in available borrowing capacity on our revolving ~~credit~~ line of credit.

As of December 31, ~~2020~~2021, our long-term debt obligations, scheduled interest payments on long-term debt, future minimum lease obligations under non-cancelable operating and finance leases, deferred rent payments due as a result of amended lease terms, scheduled interest payments under finance leases and other obligations for each period indicated are summarized as follows:

	Payments Due by Period
	(in millions)
			Less Than						After
Contractual Obligations	Total		One Year		1 - 3 Years		3 - 5 Years		5 Years
Long-term debt (1)	$	2,~~067~~083.93	$	1824.13	$	~~1,179~~19.43	$	~~870~~1,268.45	$	—771.2
Scheduled interest payments on long-term debt (2)	$	~~313~~511.47		~~101~~109.51		~~159~~214.04		52127.9		—60.3
Operating lease obligations (3)	$	1,~~613~~544.69		~~268~~274.40		~~476~~473.82		~~360~~349.39		~~508~~447.18
Finance lease obligations (3)	$	~~174~~144.91		2219.78		4337.2		3828.54		7058.57
Deferred rent due under amended terms (4)	$	66.2		48.4		17.8		—		—
Deferred rent (4)	$	31.9		31.9		—		—		—
Purchase and other commitments (5)	$	~~137~~6.87		694.73		661.20		1.0		0.94
Liability for uncertain tax positions (6)	$	—		—		—		—		—
Total obligations	$	4,~~373~~322.86	$	~~528~~463.84	$	~~1,942~~745.41	$	1,~~323~~775.17	$	~~579~~1,338.54

(1)

~~(1)~~ Amounts are presented before adjusting for unamortized debt issuance costs.

(2)

~~(2)~~ 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, ~~2020~~2021. ~~The average interest rates on our fixed rate and variable rate debt were 5.3% and 2.2%, respectively, as of December 31, 2020.~~

(3)

~~(3)~~ Amounts include both scheduled principal and interest payments on leases commenced prior to December 31, ~~2020~~2021. Amounts do not include approximately $90.0 million of payments under signed lease agreements which have not commenced and the timing of which cannot be reasonably estimated. See Note 4 to our consolidated financial statements for discussion of lease obligations.

(4)

~~(4) Amounts due under amended lease terms with landlords where payments due during the year ended December 31, 2020 will be paid in future periods.~~ See ~~further~~ discussion at Lease Deferrals and Abatements at Note 4 to our consolidated financial statements.

(5)

~~(5)~~ Includes estimated capital expenditures associated with the construction of new theatres to which we were committed as of December 31, ~~2020~~2021, obligations under employment agreements, which are our only contractual human capital costs, and contractual purchase commitments.

(6)

~~(6)~~ The ~~contractual obligations table excludes the~~ long-term portion of our liability for uncertain tax positions of $1945.29 million is not included above because we cannot make a reliable estimate of the timing of the related cash payments. There ~~As of December 31, 2020, there~~ was no amount recorded for short-term uncertain tax ~~provisions~~positions on the consolidated balance sheet as of December 31, 2021.

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 of credit, or the Credit Agreement. 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

3731

~~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. Cinemark USA, Inc. had $100.0 million available borrowing capacity on the revolving ~~credit~~ line of credit as of December 31, ~~2020~~2021.

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.

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 4.25 to 1. See below for discussion of ~~recent~~ covenant waivers.

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, or collectively, the Applicable Amount. As of December 31, ~~2020~~2021, Cinemark USA, Inc. could have distributed up to approximately $2.7 billion to its parent company and sole stockholder, Cinemark Holdings, Inc.

On April 17, 2020, in conjunction with the issuance of the 8.750% Secured Notes discussed below, we obtained a waiver of the leverage covenant from the majority of revolving lenders under the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020. The waiver iswas subject to certain liquidity thresholds, restrictions on investments and the use of the Applicable Amount.

On August 21, 2020, in conjunction with the issuance of Cinemark Holdings, Inc.'s 4.500% convertible senior notes, we further amended the Credit Agreement to extend the waiver of the leverage covenant through the fiscal quarter ending September 30, 2021. The amendment also (i) modifies the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, ii) for purposes of testing the consolidated net senior secured leverage ratio for the fiscal quarters ending on December 31, 2021, March 31, 2022 and June 30, 2022, permits us to substitute Consolidated EBITDA for the first three fiscal quarters of 2019 in lieu of Consolidated EBITDA for the corresponding fiscal quarters of 2021, (iii) modifies the restrictions imposed by the covenant waiver and (iv) makes such other changes to permit the issuance of the Cinemark Holdings, Inc.’'s 4.500% convertible senior notes. Under the modified calculation, the consolidated net senior secured leverage ratio was 1.1 to 1 as of December 31, 2021.

WeOn ~~have~~June ~~four~~15, ~~interest~~2021, ~~rate~~in ~~swap~~conjunction ~~agreements~~with ~~that~~the ~~are~~issuance ~~used to hedge a portion~~ of the ~~interest~~5.25% ~~rate~~Senior ~~risk~~Notes ~~associated~~discussed ~~with~~below, the ~~variable~~Credit ~~interest~~Agreement ~~rates~~was onamended ~~the~~to, ~~term~~among ~~loan~~other ~~outstanding~~things, ~~under~~extend the ~~Credit~~maturity ~~Agreement. See Note 11~~ of ~~our~~the ~~consolidated~~revolving ~~financial~~credit ~~statements~~line ~~for~~from ~~discussion~~November of28, ~~the~~2022 ~~interest~~to ~~rate~~November ~~swaps~~28, 2024.

3832

AtWe ~~December~~have ~~31,~~four ~~2020,~~interest ~~there~~rate ~~was~~swap ~~$639.7~~agreements ~~million~~that ~~outstanding~~are ~~under~~used ~~the~~to ~~term~~hedge ~~loan~~a ~~and~~portion noof ~~borrowings were outstanding under~~ the ~~$100.0~~interest ~~million~~rate ~~revolving~~risk ~~line~~associated ofwith ~~credit. The~~the ~~average~~variable interest ~~rate~~rates on ~~outstanding~~the term loan ~~borrowings~~outstanding under the Credit Agreement. atSee ~~December~~Note ~~31,~~13 ~~2020~~to ~~was~~our ~~approximately~~consolidated ~~3.4%~~financial ~~per~~statements ~~annum,~~for ~~after~~discussion ~~giving~~of ~~effect to~~ the interest rate ~~swap agreements~~swaps.

4At December 31, 2021, there was $633.~~875~~1 million outstanding under the term loan and no borrowings were outstanding under the $100.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement at December 31, 2021 was approximately 3.4% ~~Senior~~per ~~Notes~~annum, after giving effect to the interest rate swap agreements.

~~On May 24, 2013, Cinemark USA, Inc~~5. ~~issued $530.0 million aggregate principal amount of 4.~~875% ~~senior notes due 2023, at par value, or 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 2116, ~~2016~~2021, Cinemark USA, Inc. issued ~~an additional~~ $~~225.0~~405 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the 4“5.875% Senior Notes”). Proceeds, atafter ~~99.0%~~payment of ~~the~~fees, ~~principal~~were ~~amount~~used ~~plus~~to ~~accrued~~fund a cash tender offer to purchase any and ~~unpaid~~all ~~interest~~of ~~from~~Cinemark ~~December~~USA’s 1,5.125% ~~2015~~Senior Notes (the “5. ~~These~~125% ~~additional~~Senior ~~notes~~Notes”) ~~have~~and ~~identical~~to ~~terms,~~redeem ~~other~~any ~~than~~of the ~~issue~~5.125% ~~date,~~Notes that remained outstanding after the ~~issue~~tender ~~price~~offer. ~~and~~See further discussion of the ~~first~~tender ~~interest~~offer ~~payment~~below. Interest ~~date,~~on the 5.875% Senior Notes is payable on March 15 and ~~constitute~~September ~~part~~15 of ~~the~~each ~~same~~year, ~~series~~beginning asSeptember ~~Cinemark USA~~15, ~~Inc~~2021.’s ~~existing~~The 45.875% Senior Notes mature on March 15, 2026. The ~~aggregate~~Company ~~principal~~incurred ~~amount~~debt issuance costs of approximately $~~755~~6.0 million ofin ~~4.875%~~connection ~~Senior~~with ~~Notes~~the ~~mature~~issuance, which are recorded as a reduction of long-term debt on ~~June~~the 1,consolidated ~~2023~~balance sheets.

The 45.875% 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 45.875% 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~~guarantors’s existing and future senior subordinated debt. The 45.875% 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~~collateral securing such debt, including all borrowings under Cinemark USA, Inc.’s ~~Credit~~amended ~~Agreement~~senior secured credit facility. The 45.875% 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 45.875% Senior Notes.

~~The~~Prior ~~indenture~~to ~~governing~~March ~~the 4.875% Senior Notes contains covenants that limit~~15, ~~among other things~~2023, ~~the ability of~~ Cinemark USA, Inc. ~~and~~may ~~certain~~redeem ofall ~~its~~or ~~subsidiaries~~any topart ~~(1) make~~of ~~investments~~the or5.875% ~~other~~Senior ~~restricted~~Notes ~~payments,~~at ~~including~~its ~~paying~~option ~~dividends,~~at ~~making~~100% ~~other~~of ~~distributions~~the orprincipal ~~repurchasing~~amount ~~subordinated~~plus ~~debt~~a ormake-whole ~~equity,~~premium ~~(2) incur~~plus ~~additional~~accrued ~~indebtedness~~ and ~~issue~~unpaid ~~preferred~~interest ~~stock,~~on ~~(3) enter~~the ~~into transactions with affiliates, (4) enter new lines of business, (~~5~~) merge~~.875% orSenior ~~consolidate~~Notes ~~with,~~to orthe ~~sell~~date ~~all or substantially all~~ of ~~its assets to, another person and (6) create liens~~redemption. AsAfter ofMarch ~~December 31~~15, ~~2020~~2023, Cinemark USA, Inc. ~~could~~may ~~have~~redeem ~~distributed up to approximately $2.8 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under~~ the ~~terms of the indenture governing the 4~~5.875% Senior Notes, ~~subject~~in towhole ~~its~~or ~~available~~in ~~cash~~part ~~and~~at ~~other~~redemption ~~borrowing~~prices ~~restrictions~~specified ~~outlined~~ in the indenture. ~~Upon~~In ~~a change of control~~addition, asprior ~~defined~~to inMarch ~~the~~15, ~~indenture governing the 4.875% Senior Notes~~2023, Cinemark USA, Inc. ~~would~~may beredeem ~~required~~up to ~~make an offer to repurchase the 4.875~~40% ~~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 45.875% Senior Notes ~~allows~~from ~~Cinemark USA, Inc. to incur additional indebtedness if it satisfies~~ the ~~coverage~~net ~~ratio~~proceeds ~~specified~~of incertain ~~the~~equity ~~indenture,~~offerings ~~after~~at ~~giving effect to~~ the ~~incurrence~~redemption ofprice ~~the~~set ~~additional~~forth ~~indebtedness, and~~ in ~~certain other circumstances. The required minimum coverage ratio is 2 to 1 and~~ the ~~actual ratio as of December 31, 2020 was below zero~~indenture.

~~Cinemark USA, Inc~~5. ~~may redeem the 4.875~~250% Senior Notes ~~in whole or in part at redemption prices specified in the indenture.~~

On June 15, 2021, Cinemark USA, Inc. issued $765 million aggregate principal amount of 5.~~125~~25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of Cinemark USA’s 4.875% $755 million aggregate principal amount of Senior Notes due 2023 (the “4.875% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year, beginning January 15, 2022. The 5.25% Senior Notes mature on July 15, 2028.

OnThe ~~December~~5.25% ~~18,~~Senior ~~2012,~~Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’s ~~issued~~subsidiaries ~~$400.0~~that ~~million~~guarantee, ~~aggregate~~assume ~~principal~~or ~~amount~~become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.~~125~~25% Senior Notes and the guarantees will be Cinemark USA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to Cinemark USA’s and the guarantors’ existing and future senior debt, including borrowings under Cinemark USA’s Credit Agreement (as defined below) and Cinemark USA’s existing senior notes, ~~due~~(ii) ~~2022~~rank senior in right of payment to Cinemark USA’s and the guarantors’ future subordinated debt, at(iii) ~~par~~are ~~value~~effectively subordinated to all of Cinemark USA’s and the guarantors’ existing and future secured debt, orincluding all obligations under the 5Credit Agreement and Cinemark USA’s 8.~~125~~750% ~~Senior~~senior ~~Notes.~~secured ~~Interest~~notes ondue 2025, in each case to the ~~5.125%~~extent ~~Senior~~of ~~Notes~~the isvalue ~~payable~~of onthe ~~June~~collateral 15securing such debt, (iv) are structurally subordinated to all existing and ~~December~~future 15debt and other liabilities of ~~each~~Cinemark ~~year.~~USA’s ~~The~~non-guarantor ~~5.125%~~subsidiaries, ~~Senior~~and ~~Notes~~(v) ~~mature~~are onstructurally ~~December~~senior 15to Cinemark Holdings, ~~2022~~Inc.'s 4.500% convertible senior notes.

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 33

39Prior to July 15, 2024, Cinemark USA, Inc. may redeem all or any part of the 5.25% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 5.25% Senior Notes to the date of redemption. On or after July 15, 2024, Cinemark USA, Inc. may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to July 15, 2024, Cinemark USA, Inc. may redeem up to 40% of the aggregate principal amount of the 5.25% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture, so long as at least 60% of the principal amount of the 5.25% Senior Notes remains outstanding immediately after each such redemption.

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 governing 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, 2020, Cinemark USA, Inc. could have distributed up to approximately $2.8 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture governing 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 the actual ratio as of December 31, 2020 was below zero.

Cinemark USA, Inc. may redeem the 5.125% Senior Notes in whole or in part at redemption prices specified in the indenture.

8.750% Secured Notes

On April 20, 2020, Cinemark USA, Inc. issued $250.0 million aggregate principal amount of 8.750% senior secured notes due 2025, or the 8.750% Secured Notes. The 8.750% Secured Notes will mature on May 1, 2025~~; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount of the 5~~.~~125%~~ Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50.0 million, the 8.750% Secured Notes will mature on September 14, 2022 and (ii) on February 27, 2023, the aggregate outstanding principal amount of the 4.875% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50.0 million, the 8.750% Secured Notes will mature on February 28, 2023. Interest on the 8.750% Secured Notes is payable on May 1 and November 1 of each year~~, beginning on November 1, 2020~~.

The indenture governing the 8.750% Secured 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. Upon a change of control, as defined in the indenture governing the 8.750% Secured Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 8.750% Secured 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 8.750% Secured Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies a coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

The 8.750% Secured Notes are fully and unconditionally guaranteed on a joint and several senior basis by certain of Cinemark USA, Inc.’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of Cinemark USA, Inc.’s or its guarantors’ other debt. If Cinemark USA, Inc. cannot make payments on the 8.750% Secured Notes when they are due, Cinemark USA, Inc.’s guarantors must make them instead. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the 8.750% Secured Notes.

~~The~~Prior to May 1, 2022, Cinemark USA, Inc. may redeem all or any part of the 8.750% Secured Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the ~~guarantees~~8.750% ~~are~~Secured Notes to the date of redemption. On or after May 1, 2022, Cinemark USA, Inc.’s ~~and~~may ~~its~~redeem ~~guarantors’~~the ~~senior~~8.750% ~~obligations~~Secured ~~and~~Notes ~~are:~~in whole or in part at redemption prices specified in the indenture. In addition, prior to May 1, 2022, Cinemark USA, Inc. may redeem up to 40% of the aggregate principal amount of the 8.750% Secured Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture, so long as at least 60% of the principal amount of the 8.750% Secured Notes remains outstanding immediately after each such redemption.

~~• rank effectively senior in right of payment to Cinemark USA, Inc~~4.~~’s and its guarantors’ existing and future debt that is not secured by the collateral as described within the indenture governing the 8.750~~875% ~~Secured~~Senior Notes~~, or the Collateral, including all obligations under the Credit Agreement, and unsecured obligations, including the existing senior notes, in each case to the extent of the value of the Collateral;~~

•On ~~rank~~May ~~effectively~~21, ~~junior~~2021, to Cinemark USA, Inc.’s ~~and~~issued ~~its~~a ~~guarantors’~~conditional ~~existing~~notice ~~and~~of ~~future~~optional ~~debt~~redemption ~~secured~~to byredeem ~~assets~~the ~~that~~$755 ~~are~~million ~~not~~outstanding ~~part~~principal amount of the ~~Collateral~~4.875% Senior Notes. In connection therewith, Cinemark USA deposited with Wells Fargo Bank, N.A., as Trustee for the 4.875% Senior Notes (the “Trustee”), funds sufficient to redeem all 4.875% Senior Notes remaining outstanding on June 21, 2021 (the ~~extent~~“Redemption Date”). The redemption payment (the “Redemption Payment”) included $755 million of outstanding principal at the ~~value~~redemption price equal to 100.000% of the ~~collateral~~principal ~~securing~~amount ~~such~~plus ~~debt~~accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on June 15, ~~including~~2021, ~~all~~the ~~obligations~~indenture ~~under~~governing the ~~Credit~~4.875% ~~Agreement;~~Senior Notes was fully satisfied and discharged.

~~• otherwise rank equally in right of payment to Cinemark USA, Inc.’s and its guarantors’ existing and future senior debt, including debt under the Credit Agreement and the existing senior notes;~~34

~~• rank senior in right of payment to Cinemark USA, Inc~~5.’s125% ~~and~~Senior ~~its guarantors’ future subordinated debt; and~~Notes

•On beMarch ~~structurally~~16, ~~subordinated~~2021, Cinemark USA, Inc. completed a tender offer to ~~all~~purchase ~~existing~~it’s ~~and~~previously ~~future~~outstanding ~~debt~~5.125% ~~and~~Senior ~~other~~Notes, ~~liabilities~~of which $334 million was tendered at the expiration of the offer. On March 16, 2021, Cinemark USA, Inc.’s ~~non-guarantor~~also ~~subsidiaries~~issued a notice of optional redemption to redeem the remaining $66 million principal amount of the 5.125% Senior Notes. In connection therewith, on March 16, 2021, Cinemark USA deposited with Wells Fargo Bank, N.A., as trustee for the 5.125% Senior Notes (the “Trustee”), funds sufficient to redeem all 5.125% Notes remaining outstanding on April 15, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included approximately $66 million of outstanding principal at the redemption price equal to 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on March 16, 2021, the indenture governing the 5.125% Senior Notes was fully satisfied and discharged.

The indenture governing the 8.750% Secured 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, 2020, Cinemark USA, Inc. could have distributed up to approximately $3.1 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture governing the 8.750% Secured 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 8.750% Secured Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 8.750% Secured 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 8.750% Secured Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies a 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 the actual ratio as of December 31, 2020 was below zero.

Additional Borrowings of International Subsidiaries

During the ~~year~~years ended December 31, 2020 and 2021, certain of our international subsidiaries borrowed an aggregate of $2235.38 million under various local bank loans. Below is a summary of ~~these~~ loans outstanding as of December 31, 2021:

Loan Amounts

Loan Balances

Loan Descriptions

(in USD millions)

Interest Rates

Covenants

Maturity

(USD millions)

Interest Rates as of

Colombia (3 loans)

4.4

3.25% to 5.85% plus variable

Negative and ratio covenants

May 2023 September 2025

Loan Description(s)

December 31, 2021

Covenants

Maturity

Peru loan

2.9

1.5%

Negative covenants

September 2023

Colombia loans

2.7

4.9% to 5.2%

Negative and maintenance covenants

June 2023 and September 2025

Brazil (3 loans)

9.0

1.59% to 8.08%

Negative covenants

October 2023 November 2021

Peru loans

4.9

1.0% to 4.8%

Negative covenants

June and December 2023

Chile loan

6.0

0.29%

Negative covenants

November 2023

Brazil loans

18.4

4.0% to 8.7%

Negative covenants

November 2022, October 2023 and January 2029

Chile loans

4.2

3.5%

Negative and maintenance covenants

November 2023

Total

30.2

~~Additionally,~~During wethe ~~deposited~~year ~~cash~~ended ~~into~~December a31, ~~collateral~~2021, ~~account~~we toobtained ~~support~~a ~~the~~waiver ~~issuance~~ of ~~letters of credit to~~ the ~~lenders~~maintenance ~~for~~covenant ~~certain~~related ofto the ~~international~~bank loans ~~noted~~in ~~above. The~~Chile ~~total~~through ~~amount~~June ~~deposited was $13.8 million and is considered restricted cash as of December 31~~30, ~~2020~~2022.

Additionally, we deposited cash into a collateral account to support the issuance of letters of credit to the lenders for certain of the international loans noted above. The total amount deposited as of December 31, 2021 was $25.8 million and is considered restricted cash.

Covenant Compliance

The indentures governing the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes ("the indentures") contain 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, ~~2020~~2021, weCinemark ~~believe~~USA, weInc. ~~were~~could have distributed up to approximately $3.0 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in ~~full~~the ~~compliance~~indentures. ~~with~~Upon ~~all~~a ~~agreements~~change of control, ~~including~~as ~~all~~defined ~~related~~in ~~covenants~~the indentures, ~~governing~~Cinemark ~~our~~USA, Inc. would be required to make an offer to repurchase the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes at a price equal to 101% of the aggregate principal amount outstanding ~~debt~~plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow Cinemark USA, Inc. to incur additional indebtedness if we satisfy 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, 2021 was 0.6 to 1.

See also discussion of dividend restrictions and the consolidated net senior secured leverage ratio under the Credit Agreement at Senior Secured Credit Facility above.

As of December 31, 2021, we believe we were in full compliance with all agreements, including 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.

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~~have 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, ~~2020~~2021, there was an aggregate of approximately $6263.93 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, ~~2020~~2021, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately $0.6 million.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of December 31, ~~2020~~2021:

	Expected Maturity for the Twelve-Month Periods Ending December 31,																										Average
	Expected Maturity for the Years Ending December 31,																					Average
	(in millions)																					Interest					~~Interest~~
	2021			2022				2023			2024			2025				Thereafter			Total				Fair Value		Rate
	2022		2023			2024			2025		2026		Thereafter			Total			Fair Value			Rate
Fixed rate	$	—	$	$—	~~400.0~~	$	—	$	~~755.0~~$	850.0	$	—405.0	$	$765.0	~~850.0~~	$	2,020.0	$	—$	1,996.0	$	~~2,005.0~~	5.3	%	$	~~1,918.7~~		~~5.3~~	%
Variable rate		1824.13		12.3	~~13.1~~		7.0		~~11.3~~	13.5		~~6.9~~—		6.2	~~13.5~~		63.3		—	62.0		~~62.9~~	3.7	%		~~59.6~~		~~2.2~~	%
Total debt (1)	$	1824.13	$	$12.3	~~413.1~~	$	7.0	$	~~766.3~~$	863.5	$	6405.90	$	$771.2	~~863.5~~	$	2,083.3	$	—$	2,058.0	$	~~2,067.9~~			$	~~1,978.3~~

(1)

~~(1)~~ Amounts are presented before adjusting for debt issuance costs and debt discounts.

Interest Rate Swap Agreements

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~~sheets as an asset or liability with the related gains or losses ~~reported as a component of accumulated other comprehensive loss. See Note 11 to our 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, 2020:~~36

reported as a component of accumulated other comprehensive loss. See Note 11 to our 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, 2021:


Notional
Amount	Effective Date	Pay Rate	Receive Rate	Expiration Date
$ 137.5 million	December 31, 2018	2.122%	1-Month LIBOR	December 31, 2024
$ 175.0 million	December 31, 2018	2.124%	1-Month LIBOR	December 31, 2024
$ 137.5 million	December 31, 2018	2.193%	1-Month LIBOR	December 31, 2024
$ 150.0 million	March 31, 2020	0.570%	1-Month LIBOR	March 31, 2022
$ 600.0 million

Foreign Currency Exchange Rate Risk

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, ~~2020~~2021, 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 $6358.61 million and would ~~decrease~~increase the aggregate net ~~income~~loss of our international subsidiaries for the year ended December 31, ~~2020~~2021 by $14(3.86) million, respectively.

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.

4337

Item 9A. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of December 31, ~~2020~~2021, 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, ~~2020~~2021, 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, ~~2020~~2021 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, ~~2020~~2021 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, ~~2020~~2021, 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.

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.

4438

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Incorporated by reference to Cinemark Holdings, Inc.’s proxy statement for its annual stockholders meeting to be held on May 2019, ~~2021~~2022 and to be filed with the SEC within 120 days after December 31, ~~2020~~2021.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Incorporated by reference to Cinemark Holdings, Inc.’s proxy statement for its annual stockholders meeting to be held on May 2019, ~~2021~~2022 to be filed with the SEC within 120 days after December 31, ~~2020~~2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

PART IV

Item 15. Exhibits, and Financial Statement Schedules

(a)

~~(a)~~ Documents Filed as Part of this Report

1. The financial statement schedules and related data listed in the accompanying Index beginning on page F-1 are filed as a part of this report.

2. The exhibits listed in the accompanying Index beginning on page 4640 are filed as a part of this report.

(b)

~~(b)~~ Exhibits

See the accompanying Index beginning on page 4640.

(c)

~~(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.

4539

EXHIBIT INDEX

Number		Exhibit Title
3.1		Amended and Restated Articles of Incorporation of the Company dated June 3, 1992 (incorporated by reference to Exhibit 3.1 to Cinemark USA, Inc.’s Registration Statement on Form S-4, File No. 333-162105, filed on September 24, 2009).
3.2		Amended and Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.4(a) to Cinemark USA, Inc.’s Registration Statement on Form S-4, File No. 333-162105, filed on September 24, 2009).
4.1(a)		Indenture, dated as of June 3, 2011, between Cinemark USA, Inc. and Wells Fargo Bank, N.A. governing the 7.375% senior subordinated 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 July 6, 2011).
4.1(b)		Form of 7.375% senior subordinated notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.2(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 July 6, 2011).
4.2(a)		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).
4.2(b)		Form of 5.125% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.3(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).
4.3(a)		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 8-K, File No. 001-33401 filed May 28, 2013).
4.3(b)		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 8-K, File No. 001-33401, filed May 28, 2013).
4.4		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on March 21, 2016).
4.5(a)		Indenture, dated as of April 20, 2020, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401 filed April 20, 2020).
4.5(b)		Form of 8.750% senior secured notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.6(a) above) (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on April 20, 2020).
4.6		Indenture, dated as of March 16, 2021, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on March 16, 2021).
4.7		Indenture, dated as of June 15, 2021, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on June 15, 2021).
10.1(a)		Management Agreement, dated December 10, 1993, between Laredo Theatre, Ltd. and Cinemark USA, Inc. (incorporated by reference to Exhibit 10.14(b) to Cinemark USA, Inc.’s Annual Report on Form 10-K, File No. 033-47040, filed March 31, 1994). (P)
10.1(b)		First Amendment to Management Agreement of Laredo Theatre, Ltd., effective as of December 10, 2003, between CNMK Texas Properties, Ltd. and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to Cinemark, Inc.’s Registration Statement on Form S-4, File No. 333-116292, filed June 8, 2004).
10.1(c)		Second Amendment to Management of Laredo Theatres, Ltd., effective as of December 10, 2008, between CNMK Texas Properties, L.L.C. 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).
10.1(d)		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 Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016).
10.2		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)
10.3(a)		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).


10.3(a)		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).
10.3(b)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on May 14, 2015).
10.3(c)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on June 17, 2016).
10.3(d)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on December 20, 2016).
10.3(e)		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).
10.3(f)		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).
10.3(g)		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).
10.3(h)		Eighth Amendment and Waiver to the Amended and Restated Credit Agreement, dated as of April 17, 2020, by and 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 8K, File No. 001-33401 filed April 20, 2020).
10.3(i)		Amendment to Eighth Amendment and Waiver, dated as of August 21, 2020, by and among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, and Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401 filed August 24, 2020).
10.3(j)		Ninth Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and 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 June 15, 2021).
10.3(k)		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).
10.3(l)		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).
+10.4(a)		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).
+10.4(b)		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).
+10.4(c)		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).


+10.4(d)		First Amendment to Employment Agreement, dated as of July 28, 2021, by and between Cinemark Holdings, Inc. and Sean Gamble (incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed July 28, 2021).
+10.4(e)		Amended and Restated Employment Agreement, dated as of January 1, 2022, 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 January 4, 2022).
+10.4(f)		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).
+10.4(g)		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).
+10.4(h)		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) Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016).
+10.4(i)		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.00133401, filed February 23, 2018).
+10.4(j)		Second Amended and Restated Employment Agreement, dated as of November 18, 2020, 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 November 20, 2020).
+10.4(k)		Employment Agreement, dated as of October 7, 2021, between Cinemark Holdings, Inc. and Melissa Thomas (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed October 13, 2021).
10.5(a)		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).
10.5(b)		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).
10.6		Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 12, 2007, by and between Cinemark Media, Inc., American Multi-Cinema, Inc., Regal CineMedia, LLC and National CineMedia, Inc. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007).
10.7(a)		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).
10.7(b)		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).
10.7(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by 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).
10.7(d)		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).
10.7(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA. (incorporated by reference to Exhibit 10.10(a) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.8(a)		Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.8(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference 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).


10.8(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference 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).
10.8(d)		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).
10.8(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., 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).
10.8(f)		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).
10.8(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.3 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.9(a)		Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.9(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to 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).
10.9(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to 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).
10.9(d)		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).
10.9(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., 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).
10.9(f)		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).
10.9(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.2 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.9(h)		Seventh Amendment, dated as of July 9, 2021, 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 10.1 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed August 6, 2021).
10.9(i)		Eighth Amendment, dated as of December 20, 2021, 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 10.1 of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 25, 2022).
10.10(a)		Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).


10.10(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between 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).
10.10(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of 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).
10.10(d)		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).
10.10(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of 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).
10.10(f)		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).
10.10(g)		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).
10.10(h)		Seventh Amendment to Indenture of Lease, dated as of July 9, 2021 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 10.1 to Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 6, 2021).
10.11(a)		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).
10.11(b)		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).
10.11(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference 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).
10.11(d)		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).
10.11(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference 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).
10.11(f)		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).
10.11(g)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.11(h)		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).
10.12(a)		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).


10.12(b)		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).
10.12(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated 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).
10.12(d)		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).
10.12(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA. (incorporated by reference to Exhibit 10.10(d) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.12(f)		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).
10.12(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.1 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.13(a)		Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(b)		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 Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(d)		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 Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.13(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.14(a)		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).
10.14(b)		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).
10.14(c)		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).
10.14(d)		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).


10.15(a)		Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.15(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.15(c)		Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.15(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV. (incorporated by reference to Exhibit 10.10(i) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.16(a)		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).
10.16(b)		First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, (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).
10.16(c)		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).
10.16(d)		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).
10.16(e)		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).
10.16(f)		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).
10.17(a)		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 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).
10.17(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (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).
10.17(c)		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).
10.17(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM. (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).
10.17(e)		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).
10.18(a)		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).

10.3(b)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on May 14, 2015).
10.18(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.3(c)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on June 17, 2016).
10.18(c)		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).
10.3(d)		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 USA, Inc.’s Current Report on Form 8-K, File No. 033-47040, filed on December 20, 2016).
10.18(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA. (incorporated by reference to Exhibit 10.10(e) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.3(e)		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).
10.18(e)		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).
10.3(f)		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).
10.19(a)		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).
10.3(g)		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).
10.19(b)		First Amendment, dated as of October 1, 1996, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference 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).
10.3(h)		Eighth Amendment and Waiver to the Amended and Restated Credit Agreement, dated as of April 17, 2020, by and 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 8K, File No. 001-33401 filed April 20, 2020).
10.19(c)		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).
10.3(i)		Amendment to Eighth Amendment and Waiver, dated as of August 21, 2020, by and among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, and Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401 filed August 24, 2020).
10.19d)		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).
10.3(j)		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).
10.19(e)		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).
10.3(k)		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).
10.19(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference 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).
+10.4(a)		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).
10.19(g)		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).
+10.4(b)		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).
10.20(a)		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).
+10.4(c)		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).
10.20(b)		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).
+10.4(d)		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).
10.20(c)		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).
+10.4(e)		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).
10.20(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. , 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).
+10.4(f)		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) Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016).

+10.4(g)		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.00133401, filed February 23, 2018).
10.20(e)		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).
+10.4(h)		Second Amended and Restated Employment Agreement, dated as of November 18, 2020, 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 November 20, 2020).
10.20(f)		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).
10.5(a)		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).
10.21(a)		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).
10.5(b)		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).
10.21(b)		First Amendment, dated as of January 4, 1998, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.6		Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 12, 2007, by and between Cinemark Media, Inc., American Multi-Cinema, Inc., Regal CineMedia, LLC and National CineMedia, Inc. (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed March 16, 2007).
10.21(c)		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).
10.7(a)		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).
10.21(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.7(b)		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).
10.21(e)		Fourth Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(e) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.7(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA (incorporated by 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).
10.21(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between SYUT Properties, Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres of Utah, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Salt Lake City, UT. (incorporated by reference to Exhibit 10.10(l) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.7(d)		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).
10.22(a)		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).
10.7(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 14, Sacramento, CA. (incorporated by reference to Exhibit 10.10(a) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.22(b)		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).
10.8(a)		Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.11(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.22(c)		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).
10.8(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference 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).
10.22(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 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).
10.8(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference 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).
10.22(e)		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).
10.8(d)		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).
10.22(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (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).
10.8(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., 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).
10.22(g)		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).
10.8(f)		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).

10.8(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.3 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.22(h)		Seventh Amendment, dated as of March 31, 2020, 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 10.1 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.9(a)		Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit 10.14(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.23(a)		Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.9(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to 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).
10.23(b)		First Amendment, dated as of April 30, 2003, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., 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).
10.9(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 14, Folsom, CA (incorporated by reference to 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).
10.23(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.9(d)		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).
10.23(d)		Third Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit 10.34(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.9(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., 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).
10.23(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of April 17, 1998, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Larkspur, Larkspur, CA. (incorporated by reference to Exhibit 10.10(k) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.9(f)		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).
10.23(f)		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).
10.9(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.2 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.23(g)		Sixth Amendment, dated as of July 9, 2021, 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 10.3 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed January 29, 2018).
10.10(a)		Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit 10.15(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.24(a)		Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.10(b)		First Amendment, dated as of September 1, 2000, to Indenture of Lease, dated as of September 30, 1995, by and between 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).
10.24(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., 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).
10.10(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of 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).
10.24(c)		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).
10.10(d)		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).
10.24(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV. (incorporated by reference to Exhibit 10.10(f) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.10(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of 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).
10.24(e)		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)
10.10(f)		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).
10.24(f)		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).
10.10(g)		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).
10.25(a)		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).

10.11(a)		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).
10.25(b)		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).
10.11(b)		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).
10.25(c)		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).
10.11(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference 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).
10.25(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to 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).
10.11(d)		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).
10.25(e)		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).
10.11(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 8, North Hollywood, CA (incorporated by reference 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).
10.25(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.10(n) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.11(f)		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).
10.25(g)		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).
10.11(g)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.26(a)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.11(h)		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).
10.26(b)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.12(a)		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).
10.27		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).
10.12(b)		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).
10.28		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).
10.12(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Cinema 16, Mountain View, CA (incorporated 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).
10.29		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).
10.12(d)		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).
10.30		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).
10.12(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 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).
*21		Subsidiaries of Cinemark USA, Inc.
10.12(f)		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).
*31.1		Certification of Sean Gamble, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.12(g)		Sixth Amendment, dated as of March 31, 2020, 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 10.1 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
*31.2		Certification of Melissa Thomas, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1		Certification of Sean Gamble, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2		Certification of Melissa Thomas, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*101		The following financial information from Cinemark USA, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 9, 2022 formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (Loss), (iii) Consolidated Statements of Comprehensive Income (Loss), (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).

10.13(a)		Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(b)		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 Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(b) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(c)		Second Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(c) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.13(d)		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 Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.13(e)		Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Cinedome 8, Napa, CA (incorporated by reference to Exhibit 10.24(e) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.14(a)		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).
10.14(b)		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).
10.14(c)		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).
10.14(d)		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).
10.15(a)		Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.15(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.15(c)		Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV (incorporated by reference to Exhibit 10.26(c) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.15(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of March 7, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Sparks, Sparks, NV. (incorporated by reference to Exhibit 10.10(i) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.16(a)		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).
10.16(b)		First Amendment, dated as of April 15, 2005, to Lease Agreement, dated as of October 1, 1996, by and between Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as landlord and Century Theatres, Inc., as tenant, for Century Stadium 25, Orange, (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).

10.16(c)		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).
10.16(d)		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).
10.16(e)		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).
10.16(f)		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).
10.17(a)		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 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).
10.17(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (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).
10.17(c)		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).
10.17(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of July 1, 1996, by and between SYNM Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM. (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).
10.17(e)		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).
10.18(a)		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).
10.18(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA (incorporated by reference to Exhibit 10.29(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.18(c)		Second Amendment, dated as of September 29, 2005, to Indenture of Lease, dated as of 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).
10.18(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 3, 1996, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 14, Roseville, CA. (incorporated by reference to Exhibit 10.10(e) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.18(e)		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).
10.19(a)		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).

10.19(b)		First Amendment, dated as of October 1, 1996, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference 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).
10.19(c)		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).
10.19d)		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).
10.19(e)		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).
10.19(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century Stadium 16, Ventura, CA (incorporated by reference 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).
10.19(g)		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).
10.20(a)		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).
10.20(b)		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).
10.20(c)		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).
10.20(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. , 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).
10.20(e)		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).
10.20(f)		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).
10.21(a)		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).
10.21(b)		First Amendment, dated as of January 4, 1998, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(b) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.21(c)		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).

10.21(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(d) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.21(e)		Fourth Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as landlord and Century Theatres of Utah, Inc., as tenant, for Century 16, Salt Lake City, UT (incorporated by reference to Exhibit 10.33(e) to Amendment No. 3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 18, 2007).
10.21(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between SYUT Properties, Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres of Utah, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Salt Lake City, UT. (incorporated by reference to Exhibit 10.10(l) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.22(a)		Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres 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).
10.22(b)		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).
10.22(c)		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).
10.22(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc., as tenant, for Century 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).
10.22(e)		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).
10.22(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (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).
10.22(g)		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).
10.22(h)		Seventh Amendment, dated as of March 31, 2020, 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 10.1 of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020).
10.23(a)		Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV (incorporated by reference to Exhibit 10.35(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007).
10.23(b)		First Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., 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).
10.23(c)		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).
10.23(d)		Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV. (incorporated by reference to Exhibit 10.10(f) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).

10.23(e)		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)
10.23(f)		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).
10.24(a)		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).
10.24(b)		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).
10.24(c)		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).
10.24(d)		Third Amendment, dated as of April 15, 2005, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy 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).
10.24(e)		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).
10.24(f)		Fifth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.10(n) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013).
10.24(g)		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).
10.25(a)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.25(b)		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) of Cinemark Holdings, Inc. Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018).
10.26		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).
10.27		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).
10.28		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).
10.29		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).

*21		Subsidiaries of Cinemark USA, Inc.
*31.1		Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2		Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1		Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2		Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
*101		The following financial information from Cinemark USA, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 3, 2021 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).

* Filed herewith.

+ Any management contract, compensatory plan or arrangement.

(P) Paper filing

5651

SIGNATURES

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, thereunto duly authorized.

Dated: March 3, 2021	CINEMARK USA, INC
Dated: March 9, 2022	CINEMARK USA, INC
	BY:	/s/ ~~Mark~~Sean ~~Zoradi~~Gamble
		Mark Zoradi
		Sean Gamble
		Chief Executive Officer

BY: /s/ ~~Sean~~Melissa ~~Gamble~~Thomas ~~Sean~~Melissa ~~Gamble~~Thomas Chief Financial Officer ~~and Principal Accounting Officer~~

POWER OF ATTORNEY

Each person whose signature appears below hereby severally constitutes and appoints ~~Mark~~Sean ~~Zoradi~~Gamble and ~~Sean~~Melissa ~~Gamble~~Thomas 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.

Name	Title	Date
/s/ Lee Roy Mitchell	Chairman of the Board of Directors and Director	March 39, ~~2021~~2022
Lee Roy Mitchell
/s/ Mark Zoradi	Chief Executive Officer and Director	March 3, 2021
/s/ Sean Gamble	Chief Executive Officer and Director	March 9, 2022
Mark Zoradi	(principal executive officer)
Sean Gamble	(principal executive officer)
/s/ Sean Gamble	Chief Financial Officer	March 3, 2021
/s/ Melissa Thomas	Chief Financial Officer	March 9, 2022
Sean Gamble	(principal financial and accounting officer)
Melissa Thomas	(principal financial officer)
/s/ Caren Bedard	SVP — Global Controller and Treasury	March 9, 2022
Caren Bedard	(principal accounting officer)

5752

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.

5853

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)		F-2
Consolidated Balance Sheets, December 31, 2019 and 2020		F-6
Consolidated Balance Sheets, December 31, 2020 and 2021		F-5
Consolidated Statements of Income for the Years Ended December 31, 2018, 2019 and 2020		F-7
Consolidated Statements of Income (Loss) for the Years Ended December 31, 2019, 2020 and 2021		F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2019 and 2020		F-8
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2020 and 2021		F-7
Consolidated Statements of Equity for the Years Ended December 31, 2018, 2019 and 2020		F-9
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2020 and 2021		F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2019 and 2020		F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2020 and 2021		F-9
Notes to Consolidated Financial Statements		F-1110

UNAUDITED SUPPLEMENTAL SCHEDULES REQUIRED BY THE INDENTURES FOR THE SENIOR NOTES	S-1
Unaudited Condensed Consolidating Balance Sheet Information as of December 31, 2020	S-2
Unaudited Condensed Consolidating Balance Sheet Information as of December 31, 2021	S-2
Unaudited Condensed Consolidating Statement of Loss Information for the Year Ended December 31, 2020	S-3
Unaudited Condensed Consolidating Statement of Loss Information for the Year Ended December 31, 2021	S-3
Unaudited Condensed Consolidating Statement of Comprehensive Loss Information for the Year Ended December 31, 2020	S-4
Unaudited Condensed Consolidating Statement of Comprehensive Loss Information for the Year Ended December 31, 2021	S-4
Unaudited Condensed Consolidating Statement of Cash Flows Information for the Year Ended December 31, 2020	S-5
Unaudited Condensed Consolidating Statement of Cash Flows Information for the Year Ended December 31, 2021	S-5

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Cinemark USA, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cinemark USA, Inc. and subsidiaries (the "Company") as of December 31, ~~2020~~2021 and ~~2019~~2020, the related consolidated statements of income (loss), comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, ~~2020~~2021, and the related notes (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, ~~2020~~2021 and ~~2019~~2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2020~~2021, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

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 Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Long-Lived Assets —– Refer to Notes 1 and 9 to the 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 an individual theatre basis, which the Company believes is the lowest applicable level for which there are identifiable cash flows. 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 performed long-lived asset impairment evaluations during each quarter during the year ended December 31, 2021, including full quantitative impairment assessments for the quarters ended September 30, 2021 and December 31, 2021. When performing a quantitative impairment assessment, the Company estimates undiscounted cash flows at the theatre level from continuing use through the remainder of the theatre’s useful life. 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

F-2

~~be fully recoverable. Due to the temporary closure of the~~ Company’s theatres effective March 18, 2020 as a result of the COVID-19 pandemic, the Company performed long-lived asset impairment evaluations during each quarter during the year ended December 31, 2020, including full quantitative impairment evaluations during each quarter except the quarter ended June 30, 2020, where the Company performed a qualitative impairment evaluation. When performing a quantitative impairment assessment, the Company estimates undiscounted cash flows at the theatre level from continuing use through the remainder of the theatre’s useful life. If the estimated undiscounted cash flows are not sufficient to recover the carrying value of the asset group, 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 projected operating performance, recent market transactions and current industry ~~market~~trading ~~cash flow~~ 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. For its ~~2020~~2021 impairment assessments, significant management judgment was involved in estimating the continued impact the COVID-19 pandemic will have on ~~future~~both ~~cash~~the ~~flows~~Company and broader industry.

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 cash flow analysis. Although the carrying value of an individual theatre asset group typically isn’t material, ~~change~~changes in ~~the~~asset ~~estimated useful~~ life ~~of a theatre~~assumptions, including the likelihood of exercising lease renewal options, and expected future theatre-level cash flows in light of the uncertainty presented from the COVID-19 pandemic 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 ~~estimates~~analysis, including the likelihood of exercising lease renewal options, ~~included~~include the following, among others:

•

• We tested the effectiveness of the Company’s controls over its long-lived assets and long-lived asset impairment evaluation, including those over the ~~estimation of future~~ undiscounted cash flows.

•

Filing Compare · CINEMARK USA INC /TX