Cinemark Holdings, Inc. 10-K

Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of Operations Cinemark Holdings, Inc. is a holding company and its wholly-owned subsidiary is Cinemark USA, Inc. Holdings consolidates CUSA and its subsidiaries for financial statement purposes, and CUSA comprises approximately the entire balance of Holdings’ assets, liabilities and operating cash flows. In addition, CUSA’s operating revenue and operating expenses comprise nearly 100% of Holdings’ revenue and operating expenses. As such, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that follows is for Holdings and CUSA in all material respects, unless otherwise noted. Differences between the operations and results of Holdings and CUSA are separately disclosed and explained. Where it is important to distinguish between the entities, we either refer specifically to Holdings or CUSA. Otherwise, all references to “we,” “our,” “us,” “the Company” or “Cinemark” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries and all references to CUSA relate to CUSA and its consolidated subsidiaries. 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 risks associated with these statements. Discussion regarding our financial condition and results of operations for 2022 compared with 2021 is included in Item 7 of the Company’s 2022 Annual Report on Form 10-K filed on February 24, 2023. Overview We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. As of December 31, 2023, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 22 to the consolidated financial statements. Impact of COVID-19 Pandemic The impact of the COVID-19 pandemic had an unprecedented effect on the theatrical exhibition industry. We temporarily closed our theatres in the U.S. and Latin America during March of 2020 at the onset of the COVID-19 outbreak. We reopened theatres as soon as local restrictions and the status of the COVID-19 pandemic would allow. All of our domestic and international theatres were reopened by the end of 2021. After reopening our theatres, we faced ongoing challenges with the significant reduction in the volume of new film releases. The industry has made significant progress in its recovery from the COVID-19 pandemic; however its ongoing recovery continues to be contingent upon several key factors, including the volume of new film content available, which has also been impacted by the recent writers’ and actors’ guild strikes, the box office performance of new film content released, the duration of the exclusive theatrical release window and evolving consumer behavior with competition from other forms of in-and-out of home entertainment. Revenue and Expenses We generate revenue primarily from filmed entertainment box office receipts and concession sales, with additional revenue from screen advertising, screen rental 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, live and pre-recorded sports programs and other special events in our theatres. 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 other international exhibitors. Films released during the year ended December 31, 2023 included Barbie, The Super Mario Bros. Movie, Spider-Man: Across the Spider-Verse, Guardians of the Galaxy Vol. 3, Oppenheimer, The Little Mermaid, Ant-Man and the Wasp: Quantumania, John Wick: Chapter 4, Sound of Freedom, Taylor Swift | The Eras Tour concert film , The Hunger Games: The Ballad of Songbirds and Snakes, Five Nights at Freddy’s, Wonka, and Trolls Band Together , among other films. Films scheduled for release in 2024 include Madame Web , Dune: Part Two, Ghostbusters: Frozen Empire, Kung Fu Panda 4, The Fall Guy, Furiosa, Kingdom of the Planet of the Apes, Inside Out 2, A Quiet Place: Day One, 24 Despicable Me 4, Deadpool 3, Joker: Folie à Deux, Venom 3, Wicked - Part I, Mufusa: The Lion King, and Sonic the Hedgehog 3, among other films . Film rental costs are variable in nature and fluctuate with our admissions revenue. Film rental costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. The Company previously received virtual print fees (VPFs) from studios for certain of its international locations, which were included as a contra-expense in film rental and advertising costs on the consolidated statements of income. However, these costs were fully recovered during 2021, and as a result, were not received during 2022 and 2023 and will not be received in future periods. Advertising costs, which are expensed as incurred, are primarily related to expanding our reach to our guests, keeping Cinemark elevated in the moviegoer consideration set and growing loyalty. These expenses vary depending on the timing and length of such campaigns. Concession supplies expense is variable in nature and fluctuates with our concession revenue and also product mix. Inflationary pressures, and to a lesser extent supply chain interruptions, have impacted, and may continue to impact, product costs and product availability. We source products from a variety of partners around the world to minimize supply chain interruptions and cost pressures, 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 each 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, including minimum hour requirements. Labor market conditions and inflationary pressures have 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. Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, janitorial costs, credit card transaction fees, third party ticket sales commissions, repairs and maintenance expenses, security services and projection and sound equipment maintenance expenses. General and administrative expenses to support the overall management of the Company are primarily fixed in nature with certain variable components. Fixed expenses include salaries, wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software license and 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. Critical Accounting Policies and Estimates Holdings and CUSA each prepare their consolidated financial statements in conformity with generally accepted accounting principles in the U.S., or U.S. GAAP. As such, Holdings and CUSA are each required to make certain estimates and assumptions that it believes 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 and estimates, which we believe are the most critical to aid in fully understanding and evaluating Holdings’ and CUSA’s 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, right before the movie showtime, or at any point in between those two timeframes depending on seat availability. We recognize such admissions revenue when the showtime for a purchased movie ticket has passed. Concession revenue is recognized when products are sold to the consumer, or if purchased in advance, once the showtime associated with the customer’s movie ticket has passed. Other revenue primarily consists of screen advertising, screen rental revenue, promotional income, studio trailer placements, revenue from electronic video games located in our theatres, and transactional fees. Except for NCM screen advertising advances (see Note 9 to the consolidated financial statements), these revenues are generally recognized when we have fulfilled our performance obligations by providing the specified services. 25 We sell gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred revenue. Deferred revenue for gift cards and discount ticket vouchers is recognized when they are redeemed for concession items or, if redeemed for movie tickets, when the 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 also offer monthly subscription fee programs in several of our international locations where customers can pay a monthly fee to receive benefits such as a free monthly ticket. We record the subscription program fees as deferred revenue and record admissions 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 fee or award points to customers as purchases are made. For those loyalty programs that have a prepaid annual fee, we recognize the fee collected as other revenue on a straight-line basis over the annual membership period. For those loyalty programs that award points to customers based on their purchases, we record a portion of the original transaction proceeds as deferred revenue based on the number of reward points issued to customers and recognize the deferred revenue 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 deferred loyalty and subscription revenue generally upon the expiration of loyalty points and subscription credits, respectively, as we do not yet have sufficient historical data related to the redemption patterns of these programs to estimate breakage. Film rental costs are based on the film licensing arrangements 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) a firm terms formula as negotiated prior to a film’s theatrical run or 3) estimates of the final settlement rate, which occurs at the conclusion of the film’s run. Under a sliding scale formula, we pay a percentage of box office revenues using a pre-determined scale that is based upon box office performance of the film for its full theatrical run. Under a firm terms formula, we pay the distributor a percentage of box office receipts that can either be an aggregate rate for the full theatrical run or rates that decline over the term of the theatrical 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 cost estimates 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 for these annual payments 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 actual annual percentage rent is determinable, the timing of which is based on the respective lease agreement, percentage rent expense estimates are 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 initial lease term. Long-Lived Assets Impairment Evaluations 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 to determine whether to impair individual theatre assets, including the following: • actual theatre level cash flows; • budgeted or forecasted theatre level cash flows; • theatre property and equipment carrying values; 26 • operating lease right-of-use asset carrying values; • the age of a recently built theatre; • change in competitive theatres in the marketplace; • 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 level, 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 may include 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 the consolidated financial statements. See a summary of the impairment charges recorded during the years ended December 31, 2021, 2022 and 2023 in Note 12 to the consolidated financial statements. Goodwill and Intangible Assets Impairment Evaluations 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, which is the U.S. and each of our international countries that has been allocated goodwill (we do not have goodwill recorded for all of our international locations). Under our quantitative goodwill impairment analysis, we estimate the fair value of each reporting unit and compare that to its carrying value. Fair value is estimated using (i) a market approach, which considers a multiple of cash flows for each reporting unit based upon public trading and recent transaction valuation multiples as the basis for fair value and (ii) an income approach, which uses a discounted cash flow model incorporating discount rates commensurate with the risks involved as the basis for fair value. Significant judgment including management’s estimate of future theatre level cash flows for each theatre is involved in estimating the fair value of a reporting unit. Our 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 projected operating performance of each reporting unit, recent market transactions and current industry trading multiples. Under ASC Topic 350, Goodwill, Intangibles and Other , 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 as of November 30 th 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 their estimated fair value. Fair values are estimated by applying an estimated market royalty rate that could be charged for the use of our tradenames 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. The Company’s qualitative assessment considers industry and market conditions and recent developments that may impact the revenue forecasts and other estimates as compared to its most recent quantitative assessment. See further discussion of our impairment evaluation policy in Note 1 of the consolidated financial statements. See a summary of the impairment charges recorded during the years ended December 31, 2021, 2022 and 2023 in Note 12 to the consolidated financial statements. 27 Income Taxes CUSA participates in the consolidated return of Holdings; however, CUSA’s provisions for income taxes are 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 20 to the consolidated financial statements for further discussion of income taxes. Accounting for Investment in National CineMedia, Inc. and Related Agreements We have an investment in National CineMedia, Inc., or NCMI. NCMI is a holding company and the sole manager of NCM. NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. NCM comprises approximately the entire balance of NCMI’s assets, liabilities and operating cash flows. The Company entered into an Exhibitor Services Agreement, or ESA, with NCM pursuant to which NCM primarily provides screen advertising to its domestic theatres. On February 13, 2007, NCMI completed an initial public offering (“IPO”) of its common stock. In connection with the NCMI initial public offering, the Company amended its operating agreement and the ESA. At the time of the NCMI IPO and as a result of amending the ESA, the Company received approximately $174 million in cash consideration from NCM. The proceeds were recorded as deferred revenue, or NCM screen advertising advances, and are being amortized over the term of the amended and restated ESA, which expires in February 2041. The Company also periodically receives consideration in the form of common unit adjustments from NCM. Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCMI and the Company, referred to as the Founding Members, we receive annual adjustments to the common membership units primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by us. The common units received are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue or NCM screen advertising advances. The fair value of the common units received is estimated based on the market price of NCMI common stock (Level 1 input as defined in FASB ASC Topic 820, Fair Value Measurement ) at the time the common units are determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares. The recognition of revenue related to the NCM screen advertising advances is being recognized on a straight-line basis over the term of the amended and restated ESA through February 2041. On April 11, 2023, NCM filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. NCMI continued to manage NCM as the “debtor in possession,” under the jurisdiction of the bankruptcy court and in accordance with the applicable bankruptcy laws and orders of the bankruptcy court. In general, as debtor in possession under the Bankruptcy Code, NCM was authorized to continue to operate as an ongoing business but could not engage in transactions outside the ordinary course of business without the prior approval of the bankruptcy court. Due to NCM’s bankruptcy proceedings, we reassessed our rights and level of influence over NCM. We determined that effective April 11, 2023, the date NCM filed its bankruptcy petition, we no longer had significant influence over NCM and therefore ceased accounting for our investment in NCMI under the equity method of accounting in the second quarter of 2023. Effective April 11, 2023, we started to account for our investment in NCMI in accordance with the guidance set forth in FASB ASC Topic 321 Investments - Equity Securities, which requires us to measure our 28 investment in common stock of NCMI at fair value and recognize unrealized holding gains and losses on our investment in earnings. Through April 11, 2023, we accounted for our investment in NCMI under the equity method of accounting, and therefore evaluated our investment in NCMI/NCM for impairment that is other than temporary on a quarterly basis or whenever events or changes in circumstances indicated the current value of the investment may be less than its carrying value. Under ASC Topic 323, Investments - Equity Method and Joint Ventures , a loss in value of an investment that is other than a temporary decline should be recognized. Factors that are considered in evaluating whether a decline in the value of an investment is other than temporary include a severe and sustained decline in the quoted market price of an investment below the carrying value of the investment, or specific events that may adversely influence the operations of the investee in a permanent or irreversible manner. We evaluated our investment in NCMI for impairment on April 11, 2023, the date NCM filed for bankruptcy, and we did not find any indication of impairment as the share price of NCMI was above the carrying value of our investment in NCMI. On August 3, 2023, NCMI announced that it had effected a 1-for-10 reverse stock split of its common stock. NCMI’s common stock automatically began trading on a split adjusted basis at the opening of the market on August 4, 2023. After giving effect to the reverse stock split, the Company owns approximately 4.4 million shares of NCMI common stock. NCM emerged from bankruptcy on August 7, 2023, and the Company’s ownership interest in NCMI was reduced to less than 5%. The Company no longer has the right to designate two board members to the NCMI board of directors. See Note 9 to the consolidated financial statements for further discussion of our investment in NCMI and the related accounting. 29 Results of Operations The following table sets forth, for the periods indicated, the amounts for certain items reflected in operating (loss) income of Holdings along with each of those items as a percentage of revenue. Year Ended December 31, 2021 2022 2023 Operating data (in millions): Revenue Admissions $ 780.0 $ 1,246.9 $ 1,555.6 Concession 561.7 938.3 1,192.0 Other 168.8 269.5 319.1 Total revenue $ 1,510.5 $ 2,454.7 $ 3,066.7 Cost of operations (1) Film rentals and advertising 415.0 704.4 865.7 Concession supplies 97.9 169.3 221.3 Salaries and wages 232.9 372.7 403.1 Facility lease expense 280.0 308.3 329.7 Utilities and other 282.9 407.2 466.8 General and administrative expenses 161.1 177.6 198.8 Depreciation and amortization 265.4 238.2 209.5 Impairment of long-lived assets 20.8 174.1 16.6 Restructuring costs (1.0 ) (0.5 ) — Loss (gain) on disposal of assets and other 8.0 (6.8 ) (7.7 ) Total cost of operations 1,763.0 2,544.5 2,703.8 Operating (loss) income $ (252.5 ) $ (89.8 ) $ 362.9 Operating data as a percentage of total Revenue: Revenue Admissions 51.6 % 50.8 % 50.7 % Concession 37.2 % 38.2 % 38.9 % Other 11.2 % 11.0 % 10.4 % Total revenue 100.0 % 100.0 % 100.0 % Cost of operations (2) Film rentals and advertising 53.2 % 56.5 % 55.7 % Concession supplies 17.4 % 18.0 % 18.6 % Salaries and wages 15.4 % 15.2 % 13.1 % Facility lease expense 18.5 % 12.6 % 10.8 % Utilities and other 18.7 % 16.6 % 15.2 % General and administrative expenses 10.7 % 7.2 % 6.5 % Depreciation and amortization 17.6 % 9.7 % 6.8 % Impairment of long-lived assets 1.4 % 7.1 % 0.5 % Restructuring costs (0.1 )% 0.0 % 0.0 % Loss (gain) on disposal of assets and other 0.5 % (0.3 )% (0.3 )% Total cost of operations 116.7 % 103.7 % 88.2 % Operating (loss) income (16.7 )% (3.7 )% 11.8 % Average screen count (3) 5,890 5,849 5,803 Revenue per average screen (in dollars) $ 256,445 $ 419,675 $ 528,463 (1) The only difference between components of operating income (loss) for Holdings, as presented above, and those of CUSA is incremental general and administrative expense recognized by Holdings. The following table sets forth, for the periods indicated, the amounts for general and administrative expense, total cost of operations and operating income (loss) of CUSA: 30 Year Ended December 31, 2021 2022 2023 Operating data (in millions): Cost of operations General and administrative expenses $ 158.5 $ 174.6 $ 195.5 Total cost of operations $ 1,760.4 $ 2,541.5 $ 2,700.5 Operating (loss) income $ (249.9 ) $ (86.8 ) $ 366.2 (2) All costs are expressed as a percentage of total revenue, except film rentals and advertising, which are expressed as a percentage of admissions revenue and concession supplies, which are expressed as a percentage of concession revenue. (3) Average screen count is calculated based on the average of month end screen counts. Comparison of Years Ended December 31, 2023 and December 31, 2022 Year ended December 31, 2022 - The North American Industry box office totaled approximately $7.5 billion during 2022 which included the carryover of Spider-Man: No Way Home and new blockbuster releases such as Top Gun: Maverick, Black Panther: Wakanda Forever, Doctor Strange in the Multiverse of Madness, Avatar: The Way of Water, Jurassic World Dominion, Minions: The Rise of Gru, The Batman, Thor: Love and Thunder, Puss in Boots: The Last Wish and Sonic the Hedgehog 2, among other films. Year ended December 31, 2023 - The North American Industry box office generated approximately $9.1 billion during 2023, which included the carryover of Avatar: The Way of Water and Puss in Boots: The Last Wish, as well as new blockbuster releases including Barbie, The Super Mario Bros. Movie, Spider-Man: Across the Spider-Verse, Guardians of the Galaxy Vol. 3, Oppenheimer, The Little Mermaid, Ant-Man and the Wasp: Quantumania, John Wick: Chapter 4, Sound of Freedom, Taylor Swift | The Eras Tour concert film , The Hunger Games: The Ballad of Songbirds and Snakes, Five Nights at Freddy’s, Wonka, and Trolls Band Together, among other films. Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenues. U.S. Operating Segment International Operating Segment Consolidated Constant Currency (3) 2023 2022 % Change 2023 2022 % Change 2023 % Change 2023 2022 % Change Admissions revenue $1,236.0 $1,010.2 22.4% $319.6 $236.7 35.0% $393.1 66.1% $1,555.6 $1,246.9 24.8% Concession revenue 952.0 763.0 24.8% 240.0 175.3 36.9% 296.5 69.1% 1,192.0 938.3 27.0% Other revenue (1) 227.3 197.0 15.4% 91.8 72.5 26.6% 113.9 57.1% 319.1 269.5 18.4% Total revenue (1) $2,415.3 $1,970.2 22.6% $651.4 $484.5 34.4% $803.5 65.8% $3,066.7 $2,454.7 24.9% Attendance 127.7 109.3 16.8% 82.1 63.4 29.5% 209.8 172.7 21.5% Average ticket price (2) $9.68 $9.24 4.8% $3.89 $3.73 4.3% $4.79 28.4% $7.41 $7.22 2.6% Concession revenue per patron (2) $7.45 $6.98 6.7% $2.92 $2.76 5.8% $3.61 30.8% $5.68 $5.43 4.6% (1) U.S. operating segment revenue includes eliminations of intercompany transactions with the international operating segment. See Note 22 to the consolidated financial statements. (2) Average ticket price is calculated as admissions revenue divided by attendance. Concession revenue per patron is calculated as concession revenue divided by attendance. (3) Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2022. 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 in accordance with U.S. GAAP. 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 that excludes the impact of foreign currency fluctuations. • U.S . Attendance increased 16.8% to 127.7 million patrons in 2023 compared with 109.3 million patrons in 2022 due to a more consistent cadence of new film releases with broad consumer appeal and the box office success of the films released. Average ticket price increased 4.8% to $9.68 during 2023 compared with $9.24 during 2022, driven by inflationary and strategic pricing initiatives and a higher mix of alternative content that carries a higher ticket price than traditional films. Concession revenue per patron increased 6.7% to $7.45 during 2023 compared with $6.98 during 2022 primarily driven by inflationary and strategic pricing actions as well as product mix. Other revenue for 2023 increased 15.4% to $227.3 million compared with $197.0 million for 2022 primarily due to attendance growth, which drove an increase in transaction fees, as well as higher screen advertising and promotional revenue. • International . Attendance increased 29.5% to 82.1 million patrons in 2023 compared with 63.4 million in 2022 due to a more consistent cadence of new film releases with broad consumer appeal and the box office success of the films released. Average ticket price was $3.89 as reported, $4.79 in constant currency, for 2023 compared with $3.73 for 2022. The increase in average ticket price in constant currency was primarily due to inflationary pricing actions. Concession revenue per patron was $2.92 as reported, $3.61 in constant currency, for 2023 compared with $2.76 for 2022. The increase in concession revenue per patron in constant currency was primarily 31 due to inflationary pricing actions. Other revenue for 2023 increased 26.6% to $91.8 million compared with $72.5 million for 2022 primarily due to higher attendance, which drove an increase in transaction fees, as well as higher membership, screen advertising, and promotional revenue. Cost of Operations. The table below, presented by reportable operating segment, summarizes certain of our theatre operating costs (in millions) for the years ended December 31, 2022 and 2023. U.S. Operating Segment International Operating Segment Consolidated 2023 2022 2023 2022 Constant Currency 2023 (1) 2023 2022 Film rentals and advertising $ 703.6 $ 584.4 $ 162.1 $ 120.0 $ 202.4 $ 865.7 $ 704.4 Concession supplies 169.1 130.5 52.2 38.8 64.4 221.3 169.3 Salaries and wages 333.8 314.7 69.3 58.0 88.3 403.1 372.7 Facility lease expense 246.6 250.1 83.1 58.2 95.7 329.7 308.3 Utilities and other 355.4 313.7 111.4 93.5 136.7 466.8 407.2 (1) Constant currency expense amounts, which are non-GAAP measurements, were calculated using the average exchange rates for the corresponding months for 2022. 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 in accordance with U.S. GAAP. Significant changes in foreign currency 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 that excludes the impact of foreign currency fluctuations. • U.S. Film rentals and advertising costs for 2023 were 56.9% of admissions revenue compared with 57.8% for 2022 due to the mix of new film content released. Concession supplies expense for 2023 was 17.8% of concession revenue compared with 17.1% of concession revenue for 2022. The concession supplies rate for 2023 was impacted by inflationary pressures on certain concession categories and product mix, partially offset by the impact of strategic pricing initiatives on concession revenue. Salaries and wages increased to $333.8 million compared with $314.7 million for 2022 as a result of higher attendance, expanded operating hours and wage rate increases, partially offset by labor productivity initiatives. Facility lease expense, which is primarily fixed in nature, was $246.6 million, essentially flat to 2022. Utilities and other costs increased to $355.4 million, as many of these costs, such as credit card transaction fees, repairs and maintenance, utilities costs, security costs and janitorial costs, are variable in nature and were impacted by attendance growth and inflationary pressures. Higher commissions on gift cards sold by third party retailers also contributed to the increase in utilites and other costs. • International. Film rentals and advertising costs for 2023 were 50.7% of admissions revenue, consistent with 2022. Concession supplies expense was 21.8% of concessions revenue for 2023 compared with 22.1% of concession revenue for 2022. The decrease in the concessions supplies rate was primarily driven by the impact of strategic pricing initiatives to offset inflationary pressures. Salaries and wages increased to $69.3 million as reported for 2023 due to wage rate increases, higher attendance, and expanded operating hours. Facility lease expense increased 42.8% to $83.1 million as reported due to higher percentage rent driven by increased revenue and the return of certain minimum rent thresholds compared with 2022. Utilities and other costs increased to $111.4 million as reported, as many of these costs, such as credit card fees and other transaction fees, repairs and maintenance, janitorial costs, utilities and screen advertising commissions, are variable in nature and were impacted by the significant increase in attendance for 2023 as well as inflationary impacts. These expenses, as reported, were also impacted by exchange rate fluctuations in each of the countries in which we operate. General and Administrative Expense. General and administrative expense for Holdings increased to $198.8 million for 2023 compared with $177.6 million for 2022. General and administrative expense attributable to CUSA increased to $195.5 million for 2023 compared with $174.6 million for 2022. The increase for both Holdings and CUSA is primarily due to higher corporate headcount, higher incentive and share-based compensation, wages and benefits inflation, higher property and liability insurance, and a continued shift to cloud-based software, partially offset by lower professional fees. Depreciation and Amortization. Depreciation and amortization expense decreased to $209.5 million for 2023 from $238.2 million for 2022 primarily due to the impairment of theatre assets during 2022 and 2023. 32 Impairment of Long-Lived Assets. We recorded asset impairment charges of $16.6 million during 2023. Long-lived asset impairment charges of approximately $15.9 million were recorded in 2023, related to certain theatres that are not showing sufficient recovery since reopening after the temporary COVID-19 related closures when compared with the rest of our theatre circuit. In addition, we recorded an impairment of $0.7 million on our investment in NCMI in the first quarter of 2023 as NCMI’s stock price was below the Company’s carrying value of NCM per common unit and due to the prolonged recovery of NCM’s business from the COVID-19 pandemic. We recorded asset impairment charges of $174.1 million during 2022. Long-lived asset impairment charges of $60.9 were recorded in 2022 primarily due to the prolonged recovery of certain theatres from the COVID-19 pandemic, and an impairment of $113.2 million was recorded for our investment in NCM as NCMI’s stock price was significantly below the Company’s carrying value of NCM per common unit and due to the prolonged recovery of NCM’s business from the COVID-19 pandemic. See Notes 9 and 12 to the consolidated financial statements. Restructuring costs. The credit of $(0.5) million to restructuring costs during 2022 was primarily due to adjustments based on final facility lease payments for certain closed theatres as compared with recorded amounts. Gain on Disposal of Assets and Other. A gain on disposal of assets and other of $7.7 million was recorded during 2023 compared with a gain of $6.8 million during 2022. Activity for 2023 was primarily related to the sale of our Ecuador subsidiary in September 2023, sale of excess real property, and the write-off of operating lease obligations for theatres that were closed during 2023. Activity for 2022 was primarily related to the sale of excess land parcels. See Note 8 to the consolidated financial statements for further discussion of the sale of our Ecuador subsidiary. Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, decreased to $150.4 million during 2023 compared with $155.3 million for 2022. The interest expense attributable to CUSA, which includes amortization of debt issue costs and original issue discount and amortization of accumulated losses for swap amendments, was $126.3 million during 2023 compared with $131.2 million for 2022. The decrease in interest expense is primarily related to the redemption of $100.0 million in principal amount of the 8.75% Secured Notes during 2023. See further discussion at Liquidity and Capital Resources - Financing Activities below. Interest Income. Interest income for Holdings was $55.0 million during 2023 compared with $20.4 million for 2022. The interest income attributable to CUSA was $43.2 million during 2023 compared with $16.5 million for 2022. The increase in interest income was primarily due to the impact of higher interest rates earned on higher average cash and cash equivalents balances in 2023. Loss on Debt Extinguishment and Refinancing. We recorded a loss on extinguishment and refinancing of debt of $10.7 million during 2023 related to the amendment of our Credit Agreement and the partial redemption of the 8.75% Secured Notes, including the write-off of unamortized debt issuance costs and legal and other fees paid. See further discussion at Liquidity and Capital Resources - Financing Activities below. Foreign Currency Exchange and Other Related Loss. We recorded a foreign currency exchange and other related loss of $28.8 million during 2023 and $11.5 million during 2022. Activity for 2023 includes a $12.4 million loss on Blue Chip Swap transactions. Excluding the loss on Blue Chip Swap transactions, the foreign currency exchange loss is primarily related to currency exchange fluctuations from original transaction dates until cash settlement, See Notes 1 and 16 to the consolidated financial statements for discussion of foreign currency translation and Blue Chip Swap transactions. Cash Distributions from DCIP. We recorded cash distributions from DCIP of $3.7 million during 2022. These distributions were in excess of the carrying value of our investment in DCIP. DCIP ceased operations in 2022. Equity in Income (Loss) of Affiliates. Equity in income of affiliates of $3.6 million was recorded during 2023 compared with a loss of $9.3 million during 2022. The equity in income of affiliates for 2023 is due to the ongoing recovery of our equity investees' performance from the effects of the COVID-19 pandemic on the motion picture exhibition industry. See Notes 9 and 10 to the consolidated financial statements for information about our equity investments. Unrealized Gain on Investment in NCMI . We recorded an unrealized gain on our investment in NCMI of $12.4 million during 2023 related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 9 to the consolidated financial statements for information about our investment in NCMI. Income Taxes - Holdings. An income tax expense of $29.9 million was recorded for 2023 compared with an income tax expense of $3.0 million for 2022. The effective tax rate was approximately 13.5% for 2023 compared with 33 (1.1)% for 2022. The effective tax rate for 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. The effective tax rate for 2022 was impacted by the establishment of valuation allowances related to certain deferred tax assets. We have recorded an income tax receivable of $56.7 million at December 31, 2023 and have paid cash taxes of $22.3 million during the year ended December 31, 2023. See Note 20 to the consolidated financial statements for further discussion of income taxes. Income Taxes - CUSA. An income tax expense of $28.4 million was recorded for 2023 compared with an income tax benefit of $(13.1) million for 2022. The effective tax rate was approximately 12.0% for 2023 compared with 5.4% for 2022. The effective tax rate for 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. The effective tax rate for 2022 was impacted by the establishment of valuation allowances related to certain deferred tax assets. We have recorded an income tax receivable of $56.1 million at December 31, 2023 and have paid cash taxes of $22.3 million during the year ended December 31, 2023. See Note 20 to the consolidated financial statements for further discussion of income taxes. Liquidity and Capital Resources Operating Activities We primarily collect our revenue in cash, mainly through box office receipts and the sale of concessions. Our revenue is 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, our working capital position will continue to fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our long-term debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive bonuses. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and expected cash requirements from known contractual obligations for the next twelve months and beyond. Cash provided by operating activities was $444.3 million for Holdings and $454.8 million for CUSA for the year ended December 31, 2023 compared with $136.0 million for Holdings and $153.4 million for CUSA for the year ended December 31, 2022. The increase in cash provided by operating activities was primarily driven by the timing and level of revenue earned during 2023 and the timing of payments to vendors for expenses during 2022 and 2023. Investing Activities 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 was $131.8 million and $96.3 million for the years ended December 31, 2023 and 2022, respectively. The increase in cash used for investing activities was primarily due to higher capital expenditures in 2023, partially offset by proceeds from the sale of the Company’s Ecuador subsidiary in September 2023. The increase in capital expenditures in 2023 was due to the continued recovery of our business from the effects of the COVID-19 pandemic and execution of our capital allocation strategy. Below is a summary of capital expenditures, disaggregated by new and existing theatres, for the periods indicated (in millions): Year Ended December 31, 2022 2023 New theatres $ 33.1 $ 9.1 Existing theatres 77.6 140.4 Total capital expenditures $ 110.7 $ 149.5 34 We operated 501 theatres with 5,719 screens worldwide as of December 31, 2023. Theatres and screens opened and closed during the year ended December 31, 2023 were as follows: December 31, 2022 Built Closed December 31, 2023 U.S. (42 states) Theatres 318 — (9 ) 309 Screens 4,399 — (75 ) 4,324 International (13 countries) Theatres (1) 200 1 (9 ) 192 Screens (1) 1,448 4 (57 ) 1,395 Worldwide Theatres 518 1 (18 ) 501 Screens 5,847 4 (132 ) 5,719 (1) International theatres and screens closed includes eight theatres and 51 screens related to the sale of the Company’s Ecuador subsidiary and the closure of our one theatre and six screens in Curacao. See Note 8 to the Company’s consolidated financial statements. As of December 31, 2023, the following signed commitments were outstanding: Theatres (1) Screens (1) Estimated Cost (2) Expected to open during 2024 U.S. 1 7 $ 18.5 International 2 10 2.7 Total during 2024 3 17 $ 21.2 Expected to open subsequent to 2024 U.S. 2 26 $ 11.4 International — — — Total subsequent to 2024 2 26 $ 11.4 Total commitments at December 31, 2023 5 43 $ 32.6 (1) Based on the expected theatre opening date. (2) We expect approximately $21.2 million and $11.4 million to be paid during 2024 and 2025, respectively. The timing of payments is subject to change as a result of construction timing or other 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 financing activities was $125.4 million and $52.2 million for the years ended December 31, 2023 and 2022, respectively. The increase in cash used for financing activities was primarily due to the partial redemption of the 8.75% secured notes, partially offset by the net proceeds from the refinancing of the Credit Agreement during the year ended December 31, 2023. Holdings, at the discretion of its board of directors and subject to applicable law, may pay dividends on its common stock. The amount, if any, of the dividends to be paid in the future will depend upon available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, future prospects for earnings and cash flows, as well as other relevant factors. As a result of the impact of the COVID-19 pandemic, Holdings suspended its quarterly dividend to its shareholders. We may, from time to time, seek to retire or repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such 35 repurchases or exchanges, if any, will depend on the availability and prices of such debt securities, prevailing market conditions, or liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Long-term debt for Holdings and CUSA consisted of the following as of December 31, 2022 and 2023 (in millions): December 31, 2022 2023 Cinemark Holdings, Inc. 4.50% convertible senior notes due 2025 $ 460.0 $ 460.0 Cinemark USA, Inc. term loan due 2030 ( see Senior Secured Credit Facility below ) 626.5 645.1 Cinemark USA, Inc. 8.75% senior secured notes due 2025 250.0 150.0 Cinemark USA, Inc. 5.875% senior notes due 2026 405.0 405.0 Cinemark USA, Inc. 5.25% senior notes due 2028 765.0 765.0 Other 10.1 7.0 Total long-term debt carrying value (1) $ 2,516.6 $ 2,432.1 Less: Current portion 10.7 7.8 Less: Debt issuance costs and original issue discount, net of accumulated amortization (1) 31.9 33.0 Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount (1) $ 2,474.0 $ 2,391.3 (1) The only differences between the long-term debt for Holdings, as presented above, and the long-term debt for CUSA are the $460.0 million 4.50% Convertible Senior Notes due 2025 and the related debt issuance costs. The following table sets forth, as of the periods indicated, the total long-term debt, current portion of long-term debt and debt issuance costs, net of amortization for CUSA: December 31, 2022 2023 Total long-term debt carrying value $ 2,056.6 $ 1,972.1 Less: Current portion 10.7 7.8 Less: Debt issuance costs and original issue discount, net of accumulated amortization 22.9 27.5 Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount $ 2,023.0 $ 1,936.8 As of December 31, 2023, we had $125.0 million in available borrowing capacity on our revolving line of credit. 36 As of December 31, 2023, Holdings’ long-term debt obligations, scheduled interest payments on long-term debt, future minimum lease obligations under non-cancelable operating and finance leases, scheduled interest payments under finance leases and other obligations for each period indicated are summarized as follows: Payments Due by Period (in millions) Less Than After Contractual Obligations (1) Total One Year 1 - 3 Years 3 - 5 Years 5 Years Long-term debt (2) $ 2,432.1 $ 7.8 $ 1,030.4 $ 780.4 $ 613.5 Scheduled interest payments on long-term debt (3) 539.0 144.1 220.4 152.6 21.9 Operating lease obligations (4) 1,280.0 267.2 437.0 280.4 295.4 Finance lease obligations (4) 105.0 18.0 28.4 23.5 35.1 Purchase and other commitments (5) 72.9 60.1 12.4 0.3 0.1 Liability for uncertain tax positions (6) — — — — — Total obligations $ 4,429.0 $ 497.2 $ 1,728.6 $ 1,237.2 $ 966.0 (1) The only differences between the contractual obligations for Holdings, as presented above, and those for CUSA are incremental long-term debt obligations and scheduled interest payments on long-term debt for Holdings. The following table sets forth, for each period indicated, the long-term debt obligations, scheduled interest payments on long-term debt, liability for uncertain tax positions and total obligations of CUSA: Payments Due by Period (in millions) Contractual Obligations Total Less Than One Year 1 - 3 Years 3 - 5 Years After 5 Years Long-term debt (2) $ 1,972.1 $ 7.8 $ 570.4 $ 780.4 $ 613.5 Scheduled interest payments on long-term debt (3) 504.5 123.4 206.6 152.6 21.9 Liability for uncertain tax positions (6) — — — — — Total obligations $ 2,476.6 $ 131.2 $ 777.0 $ 933.0 $ 635.4 (2) Amounts are presented before adjusting for unamortized debt issuance costs and original issue discount. (3) 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, 2023. (4) Amounts include both scheduled principal and interest payments on leases commenced prior to December 31, 2023. Amounts do not include approximately $44.8 million of payments under signed lease agreements which have not commenced and the timing of which cannot be reasonably estimated. See Note 4 to the consolidated financial statements for discussion of lease obligations. (5) Includes estimated capital expenditures associated with the construction of new theatres and other capital expenditures to which we were committed as of December 31, 2023, obligations under employment agreements, which are our only contractual human capital costs, and contractual purchase commitments. (6) The long-term portions of Holdings’ and CUSA’s liability for uncertain tax positions of $48.0 million is not included above because we cannot make a reliable estimate of the timing of the related cash payments. There were no amounts recorded for short-term uncertain tax positions on the consolidated balance sheets of either Holdings or CUSA as of December 31, 2023. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. 4.50% Convertible Senior Notes On August 21, 2020, Holdings issued $460.0 million of 4.50% convertible senior notes (the "4.50% Convertible Senior Notes"). The 4.50% Convertible Senior Notes will mature on August 15, 2025, unless earlier repurchased or converted. Interest on the notes is payable on February 15 and August 15 of each year, beginning on February 15, 2021. Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights options or warrants entitling them to purchase shares at a discount to the recent average trading price of its common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ common stock, (3) upon the occurrence of specified corporate events as described further in the indenture. Beginning May 15, 2025, holders may convert their 4.50% Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, or (4) during any calendar quarter commencing after the calendar 37 quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $18.66 per share (130% of the initial conversion price of $14.35 per share), on each applicable trading day. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate will be subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 4.50% Convertible Senior Notes in connection with such make-whole fundamental change. The 4.50% Convertible Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Notes are structurally subordinated to all existing and future debt and other liabilities, including trade payables, and including CUSA’s 8.75% Secured Notes due 2025, 5.25% Senior Notes due 2028 and 5.875% Senior Notes due 2026, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement which are guaranteed by Holdings). The 4.50% Convertible Notes rank equally in right of payment with all existing and future unsubordinated debt, including all obligations under the Credit Agreement, which such Credit Agreement is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Senior Notes. The 4.50% Convertible Notes are not guaranteed by any of Holdings’ subsidiaries. Concurrently with the issuance of the 4.50% Convertible Senior Notes, Holdings entered into privately negotiated convertible note hedge transactions, or the Hedge Transactions, with one or more of the initial purchasers of the 4.50% Convertible Senior Notes or their respective affiliates, or the Option Counterparties. The Hedge Transactions cover the number of shares of our common stock that will initially underlie the aggregate amount of the 4.50% Convertible Senior Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes. The Hedge Transactions are generally expected to reduce potential dilution to Holdings’ common stock upon any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments we may be required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be. Concurrently with entering into the Hedge Transactions, Holdings also entered into separate privately negotiated warrant transactions with Option Counterparties, or the Warrant Transactions, whereby Holdings sold to Option Counterparties warrants to purchase (subject to the net share settlement provisions set forth therein) up to the same number of shares of Holdings common stock, subject to customary anti-dilution adjustments, or the Warrants. The Warrants could separately have a dilutive effect to the extent that the market value per share of Holdings common stock exceeds the strike price of the warrants on the applicable expiration dates unless, subject to the terms of the Warrants, Holdings elects to cash settle the Warrants. The exercise price of the Warrants is initially $22.08 and is subject to certain adjustments under the terms of the warrants. Holdings received $89.4 million in cash proceeds from the sale of Warrants, which were used along with proceeds from the 4.50% Convertible Senior Notes, to pay approximately $142.1 million to enter into the Hedge Transactions. Together, the Hedge Transactions and the Warrants are intended to reduce the potential dilution from the conversion of the 4.50% Convertible Senior Notes. The Hedge Transactions and Warrants are recorded in equity and are not accounted for as derivatives, in accordance with applicable accounting guidance. Senior Secured Credit Facility On May 26, 2023, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to provide for an aggregate principal amount of $775.0 million, consisting of a $650.0 million term loan with a maturity date of May 24, 2030 and a $125.0 million revolving credit facility with a maturity date of May 26, 2028. The term loan is subject to a springing maturity date of April 15, 2028 if CUSA’s 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such date. The revolving credit facility is subject to springing maturity dates of January 30, 2025, December 14, 2025 and April 15, 2028 if CUSA’s 8.75% Senior Secured Notes due 2025, 5.875% Senior Notes due 2026 and 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such dates, as more specifically described in the Credit Agreement. 38 CUSA used the $632.7 million net proceeds of the borrowings under the Credit Agreement to fund the $628.3 million repayment of the term loan outstanding under the Credit Agreement prior to the amendment and restatement and accrued interest thereon, and for other general corporate purposes. As of December 31, 2023, there was $645.1 outstanding under the term loan and no borrowings were outstanding under the $125.0 million revolving line of credit. Under the Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through December 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030. The amended term loan was issued net of an original issue discount of $9.8 million. CUSA also incurred a total of approximately $10.1 million in debt issuance costs in connection with the amendment, which are reflected in the consolidated financial statements as follows: (i) $7.5 million in debt issuance costs were capitalized and are reflected as a reduction of “Long-term debt, less current portion” on the Company’s consolidated balance sheet; and (ii) $2.1 million of fees paid to lenders and $0.5 million of legal and other fees are included in “Loss on debt extinguishment and refinancing” in the Company’s consolidated statement of income for the year ended December 31, 2023. As a result of the amendment, CUSA also wrote-off $4.7 million of unamortized debt issuance costs associated with exiting lenders of the refinanced Credit Agreement. Interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate ("SOFR") as published by CME Group Benchmark Administration Limited and identified by Barclay's Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6 months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the "Term SOFR Rate"), subject to a floor of 0.50% per annum, plus an applicable margin of 3.75% per annum, or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00% and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00% (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50% per annum, plus, in the case of this clause (ii), an applicable margin of 2.75%. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of December 31, 2023 was approximately 7.1% per annum, after giving effect to the interest rate swap agreements discussed below. Interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 3.00% to 3.50% per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00% per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 2.00% to 2.50%. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of December 31, 2023, the applicable margin was 3.25%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.20% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.25% at December 31, 2023. CUSA’s obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the “Other Guarantors”) and are secured by security interests in substantially all of CUSA’s, Holdings’ and the Other Guarantors’ personal property. The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0 for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter. As of December 31, 2023, there were no revolving credit loans outstanding under the revolving line of credit, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was 0.3 to 1.0. The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could 39 be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable. The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of December 31, 2023, the Consolidated Net Total Leverage Ratio was 2.13 to 1.00 and the Available Amount was $599.1 million. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount. We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding under the Credit Agreement. See Note 14 to the consolidated financial statements for discussion of the interest rate swaps. 5.875% Senior Notes On March 16, 2021, CUSA issued $405 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of CUSA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that remained outstanding after the tender offer. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year. The 5.875% Senior Notes mature on March 15, 2026. CUSA incurred debt issuance costs of approximately $6.0 million in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheets. The 5.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt and senior in right of payment to all of CUSA’s and its guarantors’ existing and future senior subordinated debt. The 5.875% Senior Notes and the guarantees are effectively subordinated to all of CUSA’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under CUSA’s Credit Agreement. The 5.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of CUSA’s subsidiaries that do not guarantee the 5.875% Senior Notes. CUSA may redeem the 5.875% Senior Notes in whole or in part at redemption prices set forth in the indenture. Prior to March 15, 2024, CUSA may redeem the 5.875% Senior Notes in whole or in part at 102.938% of the principal amount plus accrued interest on the 5.875% Senior Notes to the date of redemption. On or after March 15, 2024, CUSA may redeem the 5.875% Senior Notes in whole or in part at 101.469% of the principal amount plus accrued and unpaid interest on the 5.875% Senior Notes to the date of redemption. On or after March 15, 2025, CUSA may redeem the 5.875% Senior Notes in whole or in part at 100% of the principal amount plus accrued and unpaid interest on the 5.875% Senior Notes to the date of redemption. 5.25% Senior Notes On June 15, 2021, CUSA issued $765 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of CUSA’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. CUSA incurred debt issuance costs of approximately $10.7 million in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheets. The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to CUSA’s and the guarantors’ existing and future senior debt, 40 including borrowings under CUSA’s Credit Agreement (as defined below) and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement and CUSA’s 8.75% senior secured notes due 2025, in each case to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50% convertible senior notes due 2025 issued by Holdings. Prior to July 15, 2024, CUSA, 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. In addition, prior to July 15, 2024, CUSA 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. On or after July 15, 2024, CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture. 8.75% Secured Notes On April 20, 2020, CUSA issued $250.0 million aggregate principal amount of 8.75% senior secured notes due 2025, or the 8.75% Secured Notes. The 8.75% Secured Notes mature on May 1, 2025. Interest on the 8.75% Secured Notes is payable on May 1 and November 1 of each year. CUSA may redeem the 8.75% Secured Notes in whole or in part at redemption prices specified in the indenture. Prior to May 1, 2024, CUSA, Inc. may redeem all or any part of the 8.75% Senior Notes at its option at 102.188% of the principal amount plus accrued and unpaid interest on the 8.75% Senior Notes to the date of redemption. On or after May 1, 2024, CUSA may redeem the 8.75% Senior Notes in whole or in part at 100% of the principal amount plus accrued and unpaid interest on the 8.75% Senior Notes to the date of redemption. On May 1, 2023, CUSA redeemed $100.0 million in principal amount of the 8.75% Secured Notes plus accrued interest thereon for $106.6 million in cash. Following the redemption, $150.0 million in aggregate principal amount of the 8.75% Secured Notes remains outstanding. As a result of the redemption, CUSA recognized a loss on extinguishment of debt totaling $3.4 million, which includes a $2.2 million premium paid on the redemption of bonds and a $1.2 million write-off of unamortized debt issuance costs, and is reflected in “Loss on debt extinguishment and refinancing” in the Company’s consolidated statement of income for the year ended December 31, 2023. The 8.75% Secured Notes are fully and unconditionally guaranteed on a joint and several senior basis by certain of CUSA’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 8.75% Secured Notes when they are due, CUSA guarantors must make them instead. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the 8.75% Secured Notes. The indenture governing the 8.75% Secured Notes contains covenants that limit, among other things, the ability of CUSA 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 8.75% Secured Notes, CUSA would be required to make an offer to repurchase the 8.75% 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 8.75% Secured Notes allows CUSA 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. Additional Borrowings of International Subsidiaries During the years ended December 31, 2020 and 2021, certain of CUSA’s international subsidiaries borrowed an aggregate of $35.8 million under various local bank loans. The bank loans outstanding as of December 31, 2022 and 2023 totaled $10.1 million and $7.0 million, respectively. The remaining bank loan outstanding at December 31, 41 2023 mature in January 2029. The current interest rate on the remaining bank loan outstanding at December 31, 2023 is 4.0%. Covenant Compliance The indentures governing the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.75% Secured Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA 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, 2023, CUSA could have distributed up to approximately $3,556.8 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.75% 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 indentures allow CUSA to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2023 was 5.5 to 1. See 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, 2023, we believe we were in full compliance with all agreements, including related covenants, governing our outstanding debt. Ratings We are rated by nationally recognized rating agencies. The rating scales and methodologies used to derive individual ratings may vary from agency to agency. Credit ratings are issued by credit rating agencies based on evaluations of our ability to pay back our outstanding debt and the likelihood that we would default on that debt prior to its maturity. The credit ratings issued by the credit rating agencies represent the credit rating agency's evaluation of both qualitative and quantitative information for the 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 the 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. In our Latin American markets, while Hollywood content has similar release dates as in the U.S., the local holidays and seasons vary. The unexpected emergence of a hit film during other periods or the failure of an expected success at a key time could alter this seasonality trend. The timing, quantity and quality of 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. 42 Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk We have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates. Interest Rate Risk The Company currently has variable rate debt. An increase or decrease in interest rates would affect its interest expense relating to this variable rate debt. At December 31, 2023, we had an aggregate of $202.1 million of variable rate debt outstanding, 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, 2023, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately $2.0 million. The tables below provide information about Holdings’ fixed rate and variable rate long-term debt agreements as of December 31, 2023, which includes fixed rate and variable rate long-term debt of CUSA which is guaranteed by Holdings. Holdings Debt Expected Maturity for the Years Ending December 31, Average (in millions) Interest 2024 2025 2026 2027 2028 Thereafter Total Fair Value Rate Fixed rate $ — $ 610.0 $ 405.0 $ — $ 765.0 $ 450.0 $ 2,230.0 $ 2,258.2 5.7 % Variable rate 7.8 7.7 7.7 7.7 7.7 163.5 202.1 202.1 8.9 % Total debt (1) $ 7.8 $ 617.7 $ 412.7 $ 7.7 $ 772.7 $ 613.5 $ 2,432.1 $ 2,460.3 (1) Amounts are presented before adjusting for debt issuance costs and debt discounts. CUSA Debt Expected Maturity for the Years Ending December 31, Average (in millions) Interest 2024 2025 2026 2027 2028 Thereafter Total Fair Value Rate Fixed rate $ — $ 150.0 $ 405.0 $ — $ 765.0 $ 450.0 $ 1,770.0 $ 1,701.7 6.0 % Variable rate 7.8 7.7 7.7 7.7 7.7 163.5 202.1 202.1 8.9 % Total debt (1) $ 7.8 $ 157.7 $ 412.7 $ 7.7 $ 772.7 $ 613.5 $ 1,972.1 $ 1,903.8 (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 each of Holdings’ and CUSA’s consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 14 to the consolidated financial statements for further discussion of the interest rate swap agreements. Below is a summary of our interest rate swap agreements as of December 31, 2023: Notional Amount Pay Rate Receive Rate Expiration Date $ 137.5 million 2.15% 1-Month Term SOFR December 31, 2024 $ 137.5 million 2.08% 1-Month Term SOFR December 31, 2024 $ 175.0 million 3.20% 1-Month Term SOFR December 31, 2026 $ 450.0 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, 2023, holding everything else constant, a 10% immediate, simultaneous, unfavorable change in all of the foreign currency 43 exchange rates to which we are exposed, would decrease the aggregate net book value of our investments in our international subsidiaries by approximately $67.0 million and would decrease the aggregate net income of our international subsidiaries for the year ended December 31, 2023 by $10.3 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. During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies and to remit foreign currency out of Argentina. As a result of these currency exchange controls, markets in Argentina developed a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars out of and into Argentina. In a Blue Chip Swap transaction, an entity buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina, to access U.S. dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue Chip Swap Rate). The Blue Chip Swap rate is the implicit exchange rate resulting from the Blue Chip Swap transaction. The Blue Chip Swap rate can diverge significantly from Argentina’s official exchange rate. During the year ended December 31, 2023, the Company entered into Blue Chip Swap transactions that resulted in a loss of approximately $12.4 million. Item 8. Financial Statemen ts and Supplementary Data The financial statements and supplementary data for Holdings and CUSA 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- 6 . Item 9. Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure None. Item 9A. Control s and Procedures Evaluation of the Effectiveness of Disclosure Controls and Procedures As of December 31, 2023, under the supervision and with the participation of Holdings’ and CUSA’s principal executive officer and principal financial officer, Holdings and CUSA each carried out an evaluation required by the Exchange Act of the effectiveness of the design and operation of their respective disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, Holdings’ and CUSA’s principal executive officer and principal financial officer concluded that, as of December 31, 2023, each of Holdings’ and CUSA’s respective disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by each of Holdings and CUSA in the reports that are filed or submitted 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 Holdings’ and CUSA’s management, including Holdings’ and CUSA’s 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 Holdings’ and CUSA’s 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, 2023 that materially affected, or are reasonably likely to materially affect, Holdings’ and CUSA’s 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. Holdings’ and CUSA’s internal control framework and processes are designed to provide reasonable assurance to management and their respective board of directors regarding the reliability of financial reporting and the preparation of the Holdings’ and CUSA’s consolidated financial statements 44 in accordance with the accounting principles generally accepted in the U.S. Management has assessed the effectiveness of Holdings’ and CUSA’s internal control over financial reporting as of December 31, 2023 based on criteria set forth by the Committee of Sponsoring Organizations of the Commission, or COSO, in Internal Control—Integrated Framework (2013) . As a result of this assessment, management concluded that, as of December 31, 2023, Holdings’ and CUSA’s internal control over financial reporting was effective. Certifications of the Chief Executive Officer and the Chief Financial Officer for Holdings and CUSA, 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. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, which has direct access to Holdings’ board of directors through its Audit Committee, have audited the consolidated financial statements prepared by Holdings and CUSA. Their reports on the respective consolidated financial statements of Holdings and CUSA are included in Part II, Item 8, Financial Statements and Supplementary Data. Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting. Limitations on Controls Management for Holdings and CUSA does not expect that its disclosure controls and procedures or its 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 Holdings and CUSA have been detected. Item 9B. Other Information During the quarter ended December 31, 2023, none of the directors or officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in the Exchange Act). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s Not Applicable. 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Cinemark Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Cinemark Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 16, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Dallas, Texas February 16, 2024 46 PART III Item 10. Directors, Executive Of ficers and Corporate Governance Incorporated by reference to Holdings’ proxy statement for its annual stockholders meeting to be held on May 15, 2024 and to be filed with the SEC within 120 days after December 31, 2023. Item 11. Executi ve Compensation Incorporated by reference to Holdings’ proxy statement for its annual stockholders meeting to be held on May 15, 2024 and to be filed with the SEC within 120 days after December 31, 2023. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters Incorporated by reference to Holdings’ proxy statement for its annual stockholders meeting to be held on May 15, 2024 and to be filed with the SEC within 120 days after December 31, 2023. Item 13. Certain Relationships and Relate d Transactions, and Director Independence Incorporated by reference to Holdings’ proxy statement for its annual stockholders meeting to be held on May 15, 2024 and to be filed with the SEC within 120 days after December 31, 2023. Item 14. Principal Accou nting Fees and Services Incorporated by reference to Holdings’ proxy statement for its annual stockholders meeting to be held on May 15, 2024 and to be filed with the SEC within 120 days after December 31, 2023. PART IV Item 15. Exhibit and Finan cial Statement Schedules (a) Documents Filed as Part of this Report 1. The financial statement schedules and related data listed in the accompanying Index beginning on page F-1 are filed as part of this report. 2. The exhibits listed in the accompanying Index beginning on page 48 are filed as a part of this report. (b) Exhibits See the accompanying Index beginning on page 48 . (c) Financial Statement Schedules Schedule I – Condensed Financial Information of Cinemark Holdings, Inc. beginning on page S- 1 . Supplemental Schedules Specified by the Senior Notes Indentures As required by the indentures governing CUSA’s 5.25% Senior Notes, 5.875% Senior Notes and 8.75% Secured Notes, collectively “the senior notes”, CUSA has included in this filing, financial information for its subsidiaries that have been designated as unrestricted subsidiaries as defined by the indentures. As required by these indentures, CUSA has included a condensed consolidating balance sheet and condensed consolidating statements of income, comprehensive income and cash flows for CUSA. These supplementary schedules, beginning on page S- 6 separately identify CUSA’s restricted subsidiaries and unrestricted subsidiaries as required by the indentures. 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. 47 EXHIBIT INDEX Number Registrant Exhibit Title 3.1 Holdings Second Amended and Restated Certificate of Incorporation of Cinemark Holdings, Inc. filed with the Delaware Secretary of State on April 9, 2007 (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Cinemark Holdings, Inc’s Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007). 3.2 Holdings Second Amended and Restated Bylaws of Cinemark Holdings, Inc. dated March 27, 2023 (incorporated by reference to Exhibit 3.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed March 27, 2023). 3.3 CUSA Amended and Restated Articles of Incorporation of Cinemark USA, Inc. dated June 3, 1992 (incorporated by reference to Exhibit 3.1 to Cinemark USA, Inc.’s Registration on Form S-4, File No. 333-162105, filed on September 24, 2009). 3.4 CUSA Amended and Restated Bylaws of Cinemark USA, Inc., 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 Holdings Description of common stock (incorporated by reference to Exhibit 4.1 to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 21, 2020). 4.2 Holdings Specimen stock certificate of Cinemark Holdings, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 9, 2007). 4.3 Holdings Director Nomination Agreement, effective as of April 27, 2007, by and among Cinemark Holdings, Inc. and certain stockholders (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc’s Current Report on Form 8-K, File No. 001-33401, filed May 3, 2007). 4.4(a) Holdings CUSA 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 December 20, 2012). 4.4(b) Holdings CUSA Form of 5.125% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.4(a) above) (incorporated by reference to Exhibit 4.1 to the Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed December 20, 2012). 4.5(a) Holdings CUSA Indenture, dated as of May 24, 2013, between Cinemark USA, Inc. and Well Fargo Bank, N.A. governing the 4.875% Senior Notes issued thereunder (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401 filed May 28, 2013). 4.5(b) Holdings CUSA Form of 4.875% Senior Notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.5(a) above (incorporated by reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8K, File No. 001-33401, filed May 28, 2013) . 4.6(a) Holdings CUSA 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). 4.6(b) Holdings CUSA 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). 4.7(a) Holdings Indenture, dated as of August 21, 2020, between Cinemark Holdings, Inc. 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 August 24, 2020) 4.7(b) Holdings Form of 4.500% convertible senior notes of Cinemark Holdings, Inc. (contained in the Indenture listed as Exhibit 4.7(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 August 24, 2020) . 4.8(a) Holdings CUSA 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). 4.8(b) Holdings CUSA Form of 5.875% senior notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.8(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 March 16, 2021). 4.9(a) Holdings CUSA 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). 4.9(b) Holdings CUSA Form of 5.25% Senior Notes of Cinemark USA, Inc. (contained in the Indenture listed as Exhibit 4.9(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 June 15, 2021). 10.1(a) Holdings CUSA 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) 48 10.1(b) Holdings CUSA First Amendment to Management Agreement of Laredo Theatre, Ltd., effective as of December 10, 2003, between CNMK Texas Properties, Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to Cinemark, Inc.’s Registration Statement on Form S-4, File No. 333-116292, filed June 8, 2004). 10.1(c) Holdings CUSA Second Amendment to Management Agreement of Laredo Theatres, Ltd., effective as of December 10, 2008, between CNMK Texas Properties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(c) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed March 13, 2009). 10.1(d) Holdings CUSA Third Amendment to Management Agreement of Laredo Theatres, Ltd., effective as of December 10, 2013, between CNMK Texas Properties, L.L.C. (Successor in interest to Cinemark USA, Inc.) and Laredo Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016). 10.2 Holdings CUSA 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) Holdings CUSA 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 December 20, 2012). 10.3(b) Holdings CUSA Second Amendment to the Amended and Restated Credit Agreement, dated as of May 8, 2015, among Cinemark USA, Inc., Cinemark Holdings, Inc., the several banks and other financial institutions and entities from time to time parties thereto, Barclays Bank PLC as administrative agent, Barclays Bank PLC as lead arranger, Barclays, Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as joint bookrunners, J.P.Morgan Securities LLC, Webster Bank, N.A., as co-arrangers (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed May 14, 2015). 10.3(c) Holdings CUSA Third Amendment to the Amended and Restated Credit Agreement, dated as of June 13, 2016, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed June 17, 2016). 10.3(d) Holdings CUSA Fourth Amendment to the Amended and Restated Credit Agreement, dated as of December 15, 2016, among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed December 20, 2016). 10.3(e) Holdings CUSA 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 June 20, 2017). 10.3(f) Holdings CUSA 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 December 4, 2017). 10.3(g) Holdings CUSA 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 April 4, 2018). 10.3(h) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA Second Amended and Restated Credit Agreement, dated as of May 26, 2023, by and among Cinemark Holdings, Inc., Cinemark USA, Inc., the lenders from time to time parties thereto, the other agents and arrangers named therein and Barclay’s Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s and Cinemark USA, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed May 26, 2023). 49 10.3(l) Holdings CUSA 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. October 12, 2006). 10.3(m) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA Amended and Restated Employment Agreement, dated as of February 19, 2016, between Cinemark Holdings, Inc. and Mark Zoradi (incorporated by reference to Exhibit 10.6(l) to the Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2016) . +10.4(i) Holdings CUSA First Amendment to the Amended and Restated Employment Agreement, dated as of February 20, 2018, between Cinemark Holdings, Inc. and Mark Zoradi (incorporated by reference to Exhibit 10.l to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed February 23, 2018). +10.4(j) Holdings CUSA 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) Holdings CUSA 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). +10.4(l) Holdings CUSA Termination Agreement, dated as of May 25, 2022, between Cinemark Holdings, Inc. and Lee Roy Mitchell (incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed May 25, 2022). +10.5(a) Holdings Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan, dated November 19, 2020 (incorporated by reference to Exhibit 10.2 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No.001-33401, filed November 20, 2020). +10.5(b) Holdings Form of Stock Option Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). +10.5(c) Holdings Form of Performance Stock Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). +10.5(d) Holdings Form of Restricted Stock Award Agreement pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). +10.5(e) Holdings Form of Performance Stock Unit Award Certificate pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.6 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). +10.5(f) Holdings Form of Restricted Stock Unit Award Certificate pursuant to the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.7 to Cinemark Holdings, Inc.’s Registration Statement on Form S-8, File No. 333-218697, filed June 13, 2017). 50 +10.6(a) Holdings Form of Restricted Stock Award Agreement pursuant to the Amended and Rested Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6(b) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(b) Holdings Form of Restricted Stock Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (officer) (incorporated by reference to Exhibit 10.6(c) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(c) Holdings Form of Restricted Stock Unit Award Certificate pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6(d) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(d) Holdings Form of Restricted Stock Unit Award Certificate pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (officer) (incorporated by reference to Exhibit 10.6(e) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(e) Holdings Form of Performance Stock Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6(f) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(f) Holdings Form of Performance Stock Award Agreement pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (officer) (incorporated by reference to Exhibit 10.6(g) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(g) Holdings Form of Performance Stock Unit Award Certificate pursuant to Amended and Restated the Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (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 26, 2021).. +10.6(h) Holdings Form of Performance Stock Unit Award Certificate pursuant to the Amended and Restated Cinemark Holdings, Inc. 2017 Omnibus Incentive Plan (officer) (incorporated by reference to Exhibit 10.6(i) to Cinemark Holdings, Inc’s Annual Report on Form 10-K, File No. 001-33401 filed February 26, 2021). +10.6(i) Holdings CUSA Cinemark Holdings, Inc. Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed February 13, 2024). 10.7(a) Holdings CUSA 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). 10.7(b) Holdings CUSA 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). 10.8 Holdings CUSA 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). 10.9(a) Holdings CUSA 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) . 10.9(b) Holdings CUSA 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). 10.9(c) Holdings CUSA 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). 10.9(d) Holdings CUSA 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). 10.9(e) Holdings CUSA Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Laguna 16, Elk Grove, CA. (incorporated by reference to Exhibit 10.10(b) of Cinemark Holdings, Inc. Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.9(f) Holdings CUSA 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). 10.9(g) Holdings CUSA 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.’s. Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020). 51 10.9(h) Holdings CUSA Seventh Amendment, dated as of July 9, 2021, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Laguna 16, Elk Grove, CA (incorporated by reference to Exhibit 10.9(h) of Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2023). 10.10(a) Holdings CUSA 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). 10.10(b) Holdings CUSA 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). 10.10(c) Holdings CUSA 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). 10.10(d) Holdings CUSA 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). 10.10(e) Holdings CUSA Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 14, Folsom, CA. (incorporated by reference to Exhibit 10.10(c) of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.10(f) Holdings CUSA 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). 10.10(g) Holdings CUSA 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). 10.10(h) Holdings CUSA 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). 10.10(i) Holdings CUSA 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 10.11 of Cinemark Holdings, Inc,’s Annual Report on Form 10-K, File No. 001-33401, filed February 25, 2022). *10.10(j) Holdings CUSA Ninth Amendment, dated as of June 15, 2023, 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. 10.11(a) Holdings CUSA 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). 10.11(b) Holdings CUSA 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). 10.11(c) Holdings CUSA 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). 10.11(d) Holdings CUSA 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). 10.11(e) Holdings CUSA 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). 52 10.11(f) Holdings CUSA 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). 10.11(g) Holdings CUSA 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). 10.11(h) Holdings CUSA 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(i) Holdings CUSA Eighth Amendment to Indenture of Lease, dated as of June 15, 2023 by and between Syufy Enterprises, L.P. as landlord and Century Theatres, Inc., as tenant, for Cinedome 12, Henderson, NV. 10.12(a) Holdings CUSA 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). 10.12(b) Holdings CUSA 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). 10.12(c) Holdings CUSA 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). 10.12(d) Holdings CUSA 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). 10.12(e) Holdings CUSA 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). 10.12(f) Holdings CUSA 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). 10.12(g) Holdings CUSA Sixth Amendment, dated as of July 28, 2015, to Indenture of Lease by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant for Century 8, North Hollywood, CA (incorporated by reference to Exhibit 10.14(g) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). 10.12(h) Holdings CUSA 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). 10.13(a) Holdings CUSA 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). 10.13(b) Holdings CUSA 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). 10.13(c) Holdings CUSA 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). 10.13(d) Holdings CUSA 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). 10.13(e) Holdings CUSA Fourth Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century Cinema 16, Mountain View, CA. (incorporated by reference to Exhibit 10.10(d) of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.13(f) Holdings CUSA 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 53 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). 10.13(g) Holdings CUSA 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.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020). 10.14(a) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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) Holdings CUSA 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.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.14(e) Holdings CUSA Fourth Amendment, dated as of January 29, 2018, 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 10.14(e) to Cinemark Holdings Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2023). 10.15(a) Holdings CUSA 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). 10.15(b) Holdings CUSA 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). 10.15(c) Holdings CUSA 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). 10.15(d) Holdings CUSA 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.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.15(e) Holdings CUSA 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). 10.15(f) Holdings CUSA 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). 10.16(a) Holdings CUSA Indenture of Lease, dated as of July 1, 1996, by and between Synm Properties Inc. (succeeded by Syufy Properties, Inc.), as landlord and Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque, NM (incorporated by reference to Exhibit 10.28(a) to Amendment No. 5 to Cinemark Holdings, Inc.’s Registration Statement on Form S-1, File No. 333-140390, filed April 20, 2007). 10.16(b) Holdings CUSA 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). 10.16(c) Holdings CUSA 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). 10.16(d) Holdings CUSA 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. 54 (incorporated by reference to Exhibit 10.10(g) of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.16(e) Holdings CUSA 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). 10.17(a) Holdings CUSA 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). 10.17(b) Holdings CUSA 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). 10.17(c) Holdings CUSA 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). 10.17(d) Holdings CUSA 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.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.17(e) Holdings CUSA 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) . 10.17(f) Holdings CUSA 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). 10.18(a) Holdings CUSA 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). 10.18(b) Holdings CUSA 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). 10.18(c) Holdings CUSA 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). 10.18(d) Holdings CUSA Third Amendment, dated as of August 7, 2006, to Indenture of Lease, dated as of August 1, 1997, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century Park Lane 16, Reno, NV. (incorporated by reference to Exhibit 10.10(f) of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed November 7, 2013). 10.18(e) Holdings CUSA 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). 10.18(f) Holdings CUSA 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). 10.19(a) Holdings CUSA 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). 10.19(b) Holdings CUSA 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). 10.19(c) Holdings CUSA 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 55 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). 10.19(d) Holdings CUSA 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). 10.19(e) Holdings CUSA 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). 10.192(f) Holdings CUSA 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). 10.19(g) Holdings CUSA 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). 10.19(h) Holdings CUSA 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 10.4 of Cinemark Holdings, Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed June 3, 2020). 10.19(i) Holdings CUSA Eight Amendment, dated as of July 9, 2021, to Indenture of Lease, dated as of September 30, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., as tenant, for Century 16, Sacramento, CA (incorporated by reference to Exhibit 10.19(i) to Cinemark Holdings Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 24, 2023). 10.20(a) Holdings CUSA Lease Agreement, dated as of May 26, 2015, by and between Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for Howe ‘Bout Arden Center, Sacramento, CA (incorporated by reference to Exhibit 10.28(a) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). 10.20(b) Holdings CUSA Letter Agreement, dated as of February 8, 2016, to Lease Agreement, dated as of May 26, 2015, by and between Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for Howe ‘Bout Arden Center, Sacramento, CA (incorporated by reference to Exhibit 10.28(b) to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). 10.20(c) Holdings CUSA First Amendment, dated as of July 9, 2021, 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 10.1 to Cinemark Holdings Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 5, 2022). 10.20(d) Holdings CUSA Second Amendment, dated as of June 24, 2022, 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 10.2 to Cinemark Holdings Inc.’s Quarterly Report on Form 10-Q, File No. 001-33401, filed August 5, 2022). 10.21 Holdings Cinemark Holdings, Inc. Performance Bonus Plan, as amended (incorporated by reference to Appendix B to Cinemark Holdings, Inc.’s Definitive Proxy Statement, filed April 11, 2013). +10.22 Holdings Third Amended and Restated Non-Employee Director Compensation Policy, dated as of February 15, 2017 (incorporated by reference to Exhibit 10.30 to Cinemark Holdings, Inc.’s Annual Report on Form 10-K, File No. 001-33401, filed February 23, 2018). 10.23 Holdings CUSA 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). 10.24 Holdings CUSA 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). 10.25 Holdings CUSA 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). 10.26 Holdings CUSA 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). 10.27 Holdings Form of Call Option Transaction Confirmation (incorporated by reference to Exhibit 10.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401 filed August 24, 2020). 10.28 Holdings Form of Warrants Confirmation (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). *21.1 Holdings Subsidiaries of Cinemark Holdings, Inc. *21.2 CUSA Subsidiaries of Cinemark USA, Inc. 56 *23.1 Holdings Consent of Deloitte & Touche LLP. *31.1 Holdings Certification of Sean Gamble, Chief Executive Officer of Cinemark Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Holdings Certification of Melissa Thomas, Chief Financial Officer of Cinemark Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.3 CUSA Certification of Sean Gamble, Chief Executive Officer of Cinemark USA, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.4 CUSA Certification of Melissa Thomas, Chief Financial Officer of Cinemark USA, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Holdings Certification of Sean Gamble, Chief Executive Officer of Cinemark Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *32.2 Holdings Certification of Melissa Thomas, Chief Financial Officer of Cinemark Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *32.3 CUSA Certification of Sean Gamble, Chief Executive Officer of Cinemark USA, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *32.4 CUSA Certification of Melissa Thomas, Chief Financial Officer of Cinemark USA, Inc., pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *97.1 Holdings Cinemark Holdings Inc.’s Clawback Policy dated as of November 16, 2023. *101 Holdings CUSA The following financial information from the combined Cinemark Holdings, Inc. and Cinemark USA, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) Cinemark Holdings, Inc. Consolidated Balance Sheets (ii) Cinemark Holdings, Inc. Consolidated Statements of Income (Loss) (iii) Cinemark Holdings, Inc. Consolidated Statements of Comprehensive Income (Loss) (iv) Cinemark Holdings, Inc. Consolidated Statements of Equity (v) Cinemark Holdings, Inc. Consolidated Statements of Cash Flows (vi) Cinemark USA, Inc. Consolidated Balance Sheets (vii) Cinemark USA, Inc. Consolidated Statements of Income (Loss) (viii) Cinemark USA, Inc. Consolidated Statements of Comprehensive Income (Loss) (ix) Cinemark USA, Inc. Consolidated Statements of Equity (x) Cinemark USA, Inc. Consolidated Statements of Cash Flows (xi) Notes to Consolidated Financial Statements of Cinemark Holdings, Inc.and Cinemark USA, Inc. tagged as detailed text *104 Holdings CUSA 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. 57 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 16, 2024 CINEMARK HOLDINGS, INC CINEMARK USA, INC (Registrants) BY: /s/ Sean Gamble Sean Gamble Chief Executive Officer BY: /s/ Melissa Thomas Melissa Thomas Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby severally constitutes and appoints Sean Gamble and Melissa Thomas their true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him or her 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 or her 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 registrants and in the capacities and on the dates indicated. CINEMARK HOLDINGS, INC. Name Title Date /s/ Carlos M. Sepulveda Chairman of the Board and Director February 16, 2024 Carlos M. Sepulveda /s/ Sean Gamble Chief Executive Officer and Director February 16, 2024 Sean Gamble (principal executive officer) /s/ Melissa Thomas Chief Financial Officer February 16, 2024 Melissa Thomas (principal financial officer) /s/ Caren Bedard SVP — Global Controller and Treasury February 16, 2024 Caren Bedard (principal accounting officer) /s/ Darcy Antonellis Director February 16, 2024 Darcy Antonellis /s/ Benjamin D. Chereskin Director February 16, 2024 Benjamin D. Chereskin /s/ Nancy Loewe Director February 16, 2024 Nancy Loewe /s/ Kevin Mitchell Director February 16, 2024 Kevin Mitchell /s/ Steven Rosenberg Director February 16, 2024 Steven Rosenberg /s/ Enrique F. Senior Director February 16, 2024 Enrique F. Senior /s/ Raymond W. Syufy Director February 16, 2024 Raymond W. Syufy 58 /s/ Nina Vaca Director February 16, 2024 Nina Vaca /s/ Mark Zoradi Director February 16, 2024 Mark Zoradi CINEMARK USA, INC. Name Title Date /s/ Sean Gamble Chief Executive Officer and Director February 16, 2024 Sean Gamble (principal executive officer) /s/ Melissa Thomas Chief Financial Officer February 16, 2024 Melissa Thomas (principal financial officer) 59 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. 60 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, Dallas, TX, PCAOB ID No. 34 ) - Cinemark Holdings, Inc. and subsidiaries F- 2 Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, Dallas, TX, PCAOB ID No. 34 ) - Cinemark USA, Inc. and subsidiaries F- 4 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets, December 31, 2022 and 2023 F- 6 Consolidated Statements of Income (Loss) for the Years Ended December 31, 2021, 2022 and 2023 F- 7 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2022 and 2023 F- 8 Consolidated Statements of Equity for the Years Ended December 31, 2021, 2022 and 2023 F- 9 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2022 and 2023 F- 10 CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets, December 31, 2022 and 2023 F- 11 Consolidated Statements of Income (Loss) for the Years Ended December 31, 2021, 2022 and 2023 F- 12 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2022 and 2023 F- 13 Consolidated Statements of Equity for the Years Ended December 31, 2021, 2022 and 2023 F- 14 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2022 and 2023 F- 15 Cinemark Holdings, Inc. and Cinemark USA, Inc. Notes to Consolidated Financial Statements F- 16 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Cinemark Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cinemark Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2023, and 2022, 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, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Domestic Theatre-Level Long-Lived Assets (valuation assertion)—Refer to Notes 1 and 12 to the financial statements Critical Audit Matter Description The impairment evaluation of domestic 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 level for which there are identifiable cash flows. The Company reviews the domestic 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 the domestic long-lived asset impairment evaluations each quarter during the year ended December 31, 2023, including a full quantitative impairment assessment for the quarter ended December 31, 2023. 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 estimated useful life. If the F- 2 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 (the theatre) with its estimated fair value. The Company applies significant judgment in estimating the fair value of theatres, based on most recent theatre-level cash flows, projected theatre-level cash flows, and current industry trading multiples. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value. We identified the valuation assertion related to the impairment of the domestic long-lived assets as a critical audit matter because of the significant judgment required by management to determine estimated undiscounted cash flows and market multiples used to derive fair values. 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 judgements and estimates. In addition, the likelihood of exercising lease renewal options, could have a significant impact on the amount of any domestic long-lived asset impairment charge. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s undiscounted cash flow analysis, including the likelihood of exercising lease renewal options, include the following, among others: • We tested the effectiveness of the Company’s controls over domestic long-lived asset impairment evaluation. • We tested the underlying source information and mathematical accuracy of the calculations. • We evaluated management’s ability to forecast future theatre-level cash flows by: – Evaluating management’s 2024 forecast of estimated future cash flows (“forecast”) assumptions including, but not limited to, the forecasted performance driven by expected film releases and projected box office results, market share, and expected theatre-level operating costs. – Comparing management’s projected domestic cash flow forecasts with: ▪ Historical cash flows and results. ▪ Historical forecasted cash flow. ▪ Assessment of likelihood of exercising lease renewal options through inspection of underlying lease agreements. ▪ Forecast information included in analyst reports, as well as industry outlook information. • With the assistance of our fair value specialists, we evaluated the reasonableness of the domestic market cash flow multiples by testing the source information and the mathematical accuracy of the calculations. We additionally developed a range of independent estimates compared to those assumptions used by management. /s/ Deloitte & Touche LLP Dallas, Texas February 16, 2024 We have served as the Company's auditor since 1988. F- 3 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, 2023 and 2022, 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, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. 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 Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Domestic Theatre-level Long-Lived Assets (valuation assertion) – Refer to Notes 1 and 12 to the financial statements Critical Audit Matter Description The impairment evaluation of domestic 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 level for which there are identifiable cash flows. The Company reviews the domestic 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 the domestic long-lived asset impairment evaluations each quarter during the year ended December 31, 2023, including a full quantitative impairment assessment for the quarter ended December 31, 2023. 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 estimated 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 (the theatre) with its estimated fair value. The Company applies F- 4 significant judgment in estimating the fair value of theatres, based on most recent theatre-level cash flows, projected theatre-level cash flows, and current industry trading multiples. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value. We identified the valuation assertion related to the impairment of the domestic long-lived assets as a critical audit matter because of the significant judgment required by management to determine estimated undiscounted cash flows and market multiples used to derive fair values. 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 judgements and estimates. In addition, the likelihood of exercising lease renewal options, could have a significant impact on the amount of any domestic long-lived asset impairment charge. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s undiscounted cash flow analysis, including the likelihood of exercising lease renewal options, include the following, among others: • We tested the effectiveness of the Company’s controls over domestic long-lived asset impairment evaluation. • We tested the underlying source information and mathematical accuracy of the calculations. • We evaluated management’s ability to forecast future theatre-level cash flows by: – Evaluating management’s 2024 forecast of estimated future cash flows (“forecast”) assumptions including, but not limited to, the forecasted performance driven by expected film releases and projected box office results, market share, and expected theatre-level operating costs. – Comparing management’s projected domestic cash flow forecasts with: ▪ Historical cash flows and results. ▪ Historical forecasted cash flow. ▪ Assessment of likelihood of exercising lease renewal options through inspection of underlying lease agreements. ▪ Forecast information included in analyst reports, as well as industry outlook information. • With the assistance of our fair value specialists, we evaluated the reasonableness of the domestic market cash flow multiples by testing the source information and the mathematical accuracy of the calculations. We additionally developed a range of independent estimates compared to those assumptions used by management. /s/ Deloitte & Touche LLP Dallas, Texas February 16, 2024 We have served as the Company's auditor since 1988. F- 5 PART IV - FINANCI AL INFORMATION Item 15. Financ ial Statements CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDA TED BALANCE SHEETS (in millions, except share and per share data) December 31, December 31, 2022 2023 Assets Current assets Cash and cash equivalents $ 674.5 $ 849.1 Inventories 23.7 23.3 Accounts receivable 69.6 80.4 Current income tax receivable 45.1 56.7 Prepaid expenses and other 50.7 50.5 Total current assets $ 863.6 $ 1,060.0 Theatre properties and equipment, net 1,232.1 1,161.7 Operating lease right-of-use assets, net 1,102.7 986.4 Other long-term assets Goodwill 1,250.9 1,251.0 Intangible assets, net 304.6 302.8 Investment in NCMI/NCM 9.6 18.1 Investments in affiliates 22.6 23.6 Deferred charges and other assets, net 31.6 33.2 Total other long-term assets 1,619.3 1,628.7 Total assets $ 4,817.7 $ 4,836.8 Liabilities and equity Current liabilities Current portion of long-term debt $ 10.7 $ 7.8 Current portion of operating lease obligations 219.3 212.5 Current portion of finance lease obligations 14.4 14.0 Current income tax payable 3.2 4.2 Accounts payable 72.2 53.3 Accrued interest 39.1 36.0 Accrued film rentals 65.1 73.8 Accrued payroll 54.5 60.1 Accrued property taxes 29.6 29.4 Accrued other current liabilities (see Note 13) 200.4 239.2 Total current liabilities 708.5 730.3 Long-term liabilities Long-term debt, less current portion 2,474.0 2,391.3 Operating lease obligations, less current portion 970.6 853.3 Finance lease obligations, less current portion 88.0 73.8 Long-term deferred tax liability 33.7 51.7 Long-term liability for uncertain tax positions 47.9 48.0 NCM screen advertising advances 338.2 328.4 Other long-term liabilities 37.3 41.2 Total long-term liabilities 3,989.7 3,787.7 Commitments and contingencies (see Note 21) Equity Cinemark Holdings, Inc.'s stockholders' equity: Common stock, $ 0.001 par value: 300,000,000 shares authorized, 126,082,187 shares issued and 120,403,833 shares outstanding at December 31, 2022 and 127,598,774 shares issued and 121,596,206 shares outstanding at December 31, 2023 0.1 0.1 Additional paid-in-capital 1,219.3 1,244.3 Treasury stock, 5,678,354 and 6,002,568 shares, at cost, at December 31, 2022 and December 31, 2023, respectively ( 95.4 ) ( 98.3 ) Accumulated deficit ( 660.6 ) ( 472.4 ) Accumulated other comprehensive loss ( 353.2 ) ( 363.9 ) Total Cinemark Holdings, Inc.'s stockholders' equity 110.2 309.8 Noncontrolling interests 9.3 9.0 Total equity 119.5 318.8 Total liabilities and equity $ 4,817.7 $ 4,836.8 The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the consolidated financial statements. F- 6 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in millions, except per share data) Years Ended December 31, 2021 2022 2023 Revenue Admissions $ 780.0 $ 1,246.9 $ 1,555.6 Concession 561.7 938.3 1,192.0 Other 168.8 269.5 319.1 Total revenue $ 1,510.5 $ 2,454.7 $ 3,066.7 Cost of operations Film rentals and advertising 415.0 704.4 865.7 Concession supplies 97.9 169.3 221.3 Salaries and wages 232.9 372.7 403.1 Facility lease expense 280.0 308.3 329.7 Utilities and other 282.9 407.2 466.8 General and administrative expenses 161.1 177.6 198.8 Depreciation and amortization 265.4 238.2 209.5 Impairment of long-lived and other assets 20.8 174.1 16.6 Restructuring costs ( 1.0 ) ( 0.5 ) — Loss (gain) on disposal of assets and other 8.0 ( 6.8 ) ( 7.7 ) Total cost of operations 1,763.0 2,544.5 2,703.8 Operating (loss) income ( 252.5 ) ( 89.8 ) 362.9 Other income (expense) Interest expense ( 149.7 ) ( 155.3 ) ( 150.4 ) Interest income 6.4 20.4 55.0 Loss on debt extinguishment and refinancing ( 6.5 ) — ( 10.7 ) Foreign currency exchange and other related loss ( 1.3 ) ( 11.5 ) ( 28.8 ) Distributions from DCIP 13.1 3.7 — Distributions from NCM 0.1 — — Interest expense - NCM ( 23.6 ) ( 23.2 ) ( 22.6 ) Equity in (loss) income of affiliates ( 25.0 ) ( 9.3 ) 3.6 Unrealized gain on investment in NCMI — — 12.4 Total other expense ( 186.5 ) ( 175.2 ) ( 141.5 ) (Loss) income before income taxes ( 439.0 ) ( 265.0 ) 221.4 Income tax (benefit) expense ( 16.8 ) 3.0 29.9 Net (loss) income $ ( 422.2 ) $ ( 268.0 ) $ 191.5 Less: Net income attributable to noncontrolling interests 0.6 3.2 3.3 Net (loss) income attributable to Cinemark Holdings, Inc. $ ( 422.8 ) $ ( 271.2 ) $ 188.2 Weighted average shares outstanding Basic 117.3 118.2 119.1 Diluted 117.3 118.2 152.0 (Loss) income per share attributable to Cinemark Holdings, Inc.'s common stockholders Basic $ ( 3.55 ) $ ( 2.26 ) $ 1.55 Diluted $ ( 3.55 ) $ ( 2.26 ) $ 1.34 The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the consolidated financial statements. F- 7 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATE MENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) Years Ended December 31, 2021 2022 2023 Net (loss) income $ ( 422.2 ) $ ( 268.0 ) $ 191.5 Other comprehensive (loss) income, net of tax Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $( 0.7 ), $( 2.8 ) and $ 1.2 , and net of settlements 18.5 32.2 ( 9.2 ) Foreign currency translation adjustments ( 18.8 ) 4.6 4.9 Total other comprehensive (loss) income, net of tax ( 0.3 ) 36.8 ( 4.3 ) Total comprehensive (loss) income, net of tax ( 422.5 ) ( 231.2 ) 187.2 Comprehensive income attributable to noncontrolling interests ( 0.6 ) ( 3.2 ) ( 3.3 ) Comprehensive (loss) income attributable to Cinemark Holdings, Inc. $ ( 423.1 ) $ ( 234.4 ) $ 183.9 The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the consolidated financial statements. F- 8 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED S TATEMENTS OF EQUITY YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023 (in millions) Total Retained Accumulated Cinemark Common Stock Treasury Stock Additional Earnings/ Other Holdings, Inc.'s Shares Shares Paid-in- Accumulated Comprehensive Stockholders' Noncontrolling Total Issued Amount Acquired Amount Capital Deficit Loss Equity Interests Equity Balance at January 1, 2021 123.6 $ 0.1 ( 5.1 ) $ ( 87.0 ) $ 1,245.6 $ 27.9 $ ( 398.7 ) $ 787.9 $ 11.0 $ 798.9 Impact of adoption of ASU 2020-06, net of taxes of $ 20.3 — — — — ( 77.1 ) 5.5 — ( 71.6 ) — ( 71.6 ) Issuance of restricted stock 1.3 — — — — — — — — — Issuance of stock upon vesting of performance stock units 0.2 — — — — — — — — — Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the year ended December 31, 2021 — — ( 0.3 ) ( 4.1 ) — — — ( 4.1 ) — ( 4.1 ) Share-based awards compensation expense — — — — 29.3 — — 29.3 — 29.3 Net (loss) income — — — — — ( 422.8 ) — ( 422.8 ) 0.6 ( 422.2 ) Amortization of accumulated losses for amended swap agreements — — — — — — 4.5 4.5 — 4.5 Other comprehensive loss — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 ) Balance at December 31, 2021 125.1 $ 0.1 ( 5.4 ) $ ( 91.1 ) $ 1,197.8 $ ( 389.4 ) $ ( 394.5 ) $ 322.9 $ 11.6 $ 334.5 Issuance of restricted stock 0.9 — — — — — — — — — Issuance of stock upon vesting of performance stock units 0.1 — — — — — — — — — Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the year ended December 31, 2022 — — ( 0.3 ) ( 4.3 ) — — — ( 4.3 ) — ( 4.3 ) Share-based awards compensation expense — — — — 21.5 — — 21.5 — 21.5 Net (loss) income — — — — — ( 271.2 ) — ( 271.2 ) 3.2 ( 268.0 ) Distributions to noncontrolling interests — — — — — — — — ( 5.5 ) ( 5.5 ) Amortization of accumulated losses for amended swap agreements — — — — — — 4.5 4.5 — 4.5 Other comprehensive income — — — — — — 36.8 36.8 — 36.8 Balance at December 31, 2022 126.1 $ 0.1 ( 5.7 ) $ ( 95.4 ) $ 1,219.3 $ ( 660.6 ) $ ( 353.2 ) $ 110.2 $ 9.3 $ 119.5 Issuance of restricted stock 1.4 — — — — — — — — — Issuance of stock upon vesting of performance stock units 0.1 — — — — — — — — — Restricted stock forfeitures and stock withholdings related to share-based awards that vested during the year ended December 31, 2023 — — ( 0.3 ) ( 2.9 ) — — — ( 2.9 ) — ( 2.9 ) Share-based awards compensation expense — — — — 25.0 — — 25.0 — 25.0 Net income — — — — — 188.2 — 188.2 3.3 191.5 Distributions to noncontrolling interests — — — — — — — — ( 3.6 ) ( 3.6 ) Amortization of accumulated gains for amended swap agreements — — — — — — ( 6.4 ) ( 6.4 ) — ( 6.4 ) Other comprehensive loss — — — — — — ( 4.3 ) ( 4.3 ) — ( 4.3 ) Balance at December 31, 2023 127.6 $ 0.1 ( 6.0 ) $ ( 98.3 ) $ 1,244.3 $ ( 472.4 ) $ ( 363.9 ) $ 309.8 $ 9.0 $ 318.8 The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the consolidated financial statements. F- 9 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STAT EMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2021 2022 2023 Operating activities Net (loss) income $ ( 422.2 ) $ ( 268.0 ) $ 191.5 Adjustments to reconcile net (loss) income to cash provided by operating activities: Depreciation 262.7 235.7 207.3 Amortization of intangible and other assets 2.7 2.5 2.2 Loss on debt extinguishment and refinancing 6.5 — 10.7 Amortization of original issue discount and debt issuance costs 10.7 10.9 10.2 Interest accrued on NCM screen advertising advances 23.6 23.2 22.6 Amortization of NCM screen advertising advances and other deferred revenue ( 32.4 ) ( 32.5 ) ( 32.4 ) Amortization of accumulated losses (gains) for amended swap agreements 4.5 4.5 ( 6.4 ) Impairment of long-lived and other assets 20.8 174.1 16.6 Share-based awards compensation expense 29.3 21.5 25.0 Loss (gain) on disposal of assets and other 8.0 ( 6.8 ) ( 7.7 ) Unrealized gain on investment in NCMI — — ( 12.4 ) Non-cash rent expense ( 3.4 ) ( 10.8 ) ( 17.9 ) Equity in loss (income) of affiliates 25.0 9.3 ( 3.6 ) Deferred income tax (benefit) expense ( 22.6 ) ( 9.3 ) 10.6 Distributions from equity investees 0.2 6.9 5.7 Changes in other assets and liabilities: Inventories ( 2.9 ) ( 8.2 ) 0.3 Accounts receivable ( 43.6 ) ( 1.2 ) ( 11.5 ) Income tax receivable 118.5 1.5 ( 12.1 ) Prepaid expenses and other ( 1.8 ) ( 2.3 ) ( 2.3 ) Deferred charges and other assets, net 0.8 ( 1.2 ) 0.3 Accounts payable and accrued expenses 175.5 ( 25.1 ) 45.4 Income tax payable ( 6.0 ) 3.2 1.0 Liabilities for uncertain tax positions 30.2 2.0 0.1 Other long-term liabilities ( 17.9 ) 6.1 1.1 Net cash provided by operating activities 166.2 136.0 444.3 Investing activities Additions to theatre properties and equipment and other ( 95.5 ) ( 110.7 ) ( 149.5 ) Net proceeds from sale of subsidiary — — 14.8 Proceeds from sale of assets and other 6.2 14.4 2.9 Net cash used for investing activities ( 89.3 ) ( 96.3 ) ( 131.8 ) Financing activities Proceeds from refinancing of senior secured credit facility — — 640.2 Repayment of term loan upon refinancing of senior secured credit facility — — ( 624.9 ) Redemption of $ 100.0 of 8.75% Secured Notes at 102.2 % — — ( 102.2 ) Proceeds from issuance of senior notes 1,170.0 — — Redemption of senior notes ( 1,155.0 ) — — Proceeds from other borrowings 13.5 — — Payment of debt issuance costs ( 17.3 ) — ( 7.5 ) Fees paid related to debt refinancing ( 2.0 ) — ( 2.6 ) Other repayments of long-term debt ( 10.3 ) ( 28.1 ) ( 10.6 ) Restricted stock withholdings for payroll taxes ( 4.1 ) ( 4.3 ) ( 2.9 ) Payments on finance leases ( 14.7 ) ( 14.3 ) ( 14.4 ) Other — ( 5.5 ) ( 0.5 ) Net cash used for financing activities ( 19.9 ) ( 52.2 ) ( 125.4 ) Effect of exchange rate changes on cash and cash equivalents ( 5.0 ) ( 20.3 ) ( 12.5 ) Increase (decrease) in cash and cash equivalents 52.0 ( 32.8 ) 174.6 Cash and cash equivalents: Beginning of period 655.3 707.3 674.5 End of period $ 707.3 $ 674.5 $ 849.1 Supplemental information (see Note 19) The accompanying notes, as they relate to Cinemark Holdings, Inc., are an integral part of the consolidated financial statements. F- 10 CINEMARK USA, INC. AND SUBSIDIARIES CONS OLIDATED BALANCE S HEETS (in millions, except share and per share data) December 31, December 31, 2022 2023 Assets Current assets Cash and cash equivalents $ 427.3 $ 612.4 Inventories 23.7 23.3 Accounts receivable 69.0 78.2 Current income tax receivable 45.1 56.1 Prepaid expenses and other 50.7 50.5 Accounts receivable from parent 53.4 58.6 Total current assets 669.2 879.1 Theatre properties and equipment, net 1,232.1 1,161.7 Operating lease right-of-use assets, net 1,102.7 986.4 Other long-term assets Goodwill 1,250.9 1,251.0 Intangible assets, net 304.6 302.8 Investment in NCMI/NCM 9.6 18.1 Investments in affiliates 22.6 23.6 Deferred charges and other assets, net 31.6 33.2 Total other long-term assets 1,619.3 1,628.7 Total assets $ 4,623.3 $ 4,655.9 Liabilities and equity Current liabilities Current portion of long-term debt $ 10.7 $ 7.8 Current portion of operating lease obligations 219.3 212.5 Current portion of finance lease obligations 14.4 14.0 Current income tax payable 3.2 4.2 Accounts payable 72.2 53.3 Accrued interest 31.2 28.2 Accrued film rentals 65.1 73.8 Accrued payroll 54.5 60.1 Accrued property taxes 29.6 29.4 Accrued other current liabilities (see Note 13) 200.1 239.1 Total current liabilities 700.3 722.4 Long-term liabilities Long-term debt, less current portion 2,023.0 1,936.8 Operating lease obligations, less current portion 970.6 853.3 Finance lease obligations, less current portion 88.0 73.8 Long-term deferred tax liability 36.1 51.7 Long-term liability for uncertain tax positions 47.9 48.0 NCM screen advertising advances 338.2 328.4 Other long-term liabilities 37.3 41.2 Total long-term liabilities 3,541.1 3,333.2 Commitments and contingencies (see Note 21) Equity Cinemark USA, Inc.'s stockholder's equity: Class A common stock, $ 0.01 par value: 10,000,000 shares authorized, 1,500 shares issued and outstanding — — Class B common stock, no par value: 1,000,000 shares authorized, 239,893 shares issued and 182,648 shares outstanding 49.5 49.5 Treasury stock, 57,245 Class B shares at cost ( 24.2 ) ( 24.2 ) Additional paid-in-capital 1,479.5 1,503.3 Accumulated deficit ( 775.9 ) ( 570.6 ) Accumulated other comprehensive loss ( 356.3 ) ( 366.7 ) Total Cinemark USA, Inc.'s stockholder's equity 372.6 591.3 Noncontrolling interests 9.3 9.0 Total equity 381.9 600.3 Total liabilities and equity $ 4,623.3 $ 4,655.9 The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the consolidated financial statements. F- 11 CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in millions) Years Ended December 31, 2021 2022 2023 Revenue Admissions $ 780.0 $ 1,246.9 $ 1,555.6 Concession 561.7 938.3 1,192.0 Other 168.8 269.5 319.1 Total revenue 1,510.5 2,454.7 3,066.7 Cost of operations Film rentals and advertising 415.0 704.4 865.7 Concession supplies 97.9 169.3 221.3 Salaries and wages 232.9 372.7 403.1 Facility lease expense 280.0 308.3 329.7 Utilities and other 282.9 407.2 466.8 General and administrative expenses 158.5 174.6 195.5 Depreciation and amortization 265.4 238.2 209.5 Impairment of long-lived and other assets 20.8 174.1 16.6 Restructuring costs ( 1.0 ) ( 0.5 ) — Loss (gain) on disposal of assets and other 8.0 ( 6.8 ) ( 7.7 ) Total cost of operations 1,760.4 2,541.5 2,700.5 Operating (loss) income ( 249.9 ) ( 86.8 ) 366.2 Other income (expense) Interest expense ( 125.6 ) ( 131.2 ) ( 126.3 ) Interest income 6.3 16.5 43.2 Loss on debt extinguishment and refinancing ( 6.5 ) — ( 10.7 ) Foreign currency exchange and other related loss ( 1.3 ) ( 11.5 ) ( 28.8 ) Distributions from DCIP 13.1 3.7 — Distributions from NCM 0.1 — — Interest expense - NCM ( 23.6 ) ( 23.2 ) ( 22.6 ) Equity in (loss) income of affiliates ( 25.0 ) ( 9.3 ) 3.6 Unrealized gain on investment in NCMI — — 12.4 Total other expense ( 162.5 ) ( 155.0 ) ( 129.2 ) (Loss) income before income taxes ( 412.4 ) ( 241.8 ) 237.0 Income tax (benefit) expense ( 32.3 ) ( 13.1 ) 28.4 Net (loss) income $ ( 380.1 ) $ ( 228.7 ) $ 208.6 Less: Net income attributable to noncontrolling interests 0.6 3.2 3.3 Net (loss) income attributable to Cinemark USA, Inc. $ ( 380.7 ) $ ( 231.9 ) $ 205.3 The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the consolidated financial statements. F- 12 CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDATED STAT EMENTS OF COMPREH ENSIVE INCOME (LOSS) (in millions) Years Ended December 31, 2021 2022 2023 Net (loss) income $ ( 380.1 ) $ ( 228.7 ) $ 208.6 Other comprehensive (loss) income, net of tax Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $( 3.3 ), $( 3.4 ) and $ 1.5 , and net of settlements 16.0 31.6 ( 8.9 ) Foreign currency translation adjustments ( 18.8 ) 4.6 4.9 Total other comprehensive (loss) income, net of tax ( 2.8 ) 36.2 ( 4.0 ) Total comprehensive (loss) income, net of tax ( 382.9 ) ( 192.5 ) 204.6 Comprehensive income attributable to noncontrolling interests ( 0.6 ) ( 3.2 ) ( 3.3 ) Comprehensive (loss) income attributable to Cinemark USA, Inc. $ ( 383.5 ) $ ( 195.7 ) $ 201.3 The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the consolidated financial statements. F- 13 CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDA TED STATEMENTS O F EQUITY YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023 (in millions) Total . Class A Class B Accumulated Cinemark Common Stock Common Stock Treasury Stock Additional Other USA, Inc.'s Shares Shares Shares Paid-in- Accumulated Comprehensive Stockholder's Noncontrolling Total Issued Amount Issued Amount Acquired Amount Capital Deficit Loss Equity Interests Equity Balance at January 1, 2021 — $ — 0.2 $ 49.5 ( 0.1 ) $ ( 24.2 ) $ 1,310.6 $ ( 163.3 ) $ ( 398.7 ) 773.9 $ 11.0 784.9 Share-based awards compensation expense — — — — — — 28.4 — — 28.4 — 28.4 Contributions received from parent — — — — — — 120.0 — — 120.0 — 120.0 Net (loss) income — — — — — — — ( 380.7 ) — ( 380.7 ) 0.6 ( 380.1 ) Amortization of accumulated losses for amended swap agreements — — — — — — — — 4.5 4.5 — 4.5 Other comprehensive loss — — — — — — — — ( 2.8 ) ( 2.8 ) — ( 2.8 ) Balance at December 31, 2021 — $ — 0.2 $ 49.5 ( 0.1 ) $ ( 24.2 ) $ 1,459.0 $ ( 544.0 ) $ ( 397.0 ) $ 543.3 $ 11.6 $ 554.9 Share-based awards compensation expense — — — — — — 20.5 — — 20.5 — 20.5 Net (loss) income — — — — — — — ( 231.9 ) — ( 231.9 ) 3.2 ( 228.7 ) Dividends paid to noncontrolling interests — — — — — — — — — — ( 5.5 ) ( 5.5 ) Amortization of accumulated losses for amended swap agreements — — — — — — — — 4.5 4.5 — 4.5 Other comprehensive income — — — — — — — — 36.2 36.2 — 36.2 Balance at December 31, 2022 — $ — 0.2 $ 49.5 ( 0.1 ) $ ( 24.2 ) $ 1,479.5 $ ( 775.9 ) $ ( 356.3 ) $ 372.6 $ 9.3 $ 381.9 Share-based awards compensation expense — — — — — — 23.8 — — 23.8 — 23.8 Net income — — — — — — — 205.3 — 205.3 3.3 208.6 Dividends paid to noncontrolling interests — — — — — — — — — — ( 3.6 ) ( 3.6 ) Amortization of accumulated gains for amended swap agreements — — — — — — — — ( 6.4 ) ( 6.4 ) — ( 6.4 ) Other comprehensive income — — — — — — — — ( 4.0 ) ( 4.0 ) — ( 4.0 ) Balance at December 31, 2023 — $ — 0.2 $ 49.5 ( 0.1 ) $ ( 24.2 ) $ 1,503.3 $ ( 570.6 ) $ ( 366.7 ) $ 591.3 $ 9.0 $ 600.3 The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the consolidated financial statements. F- 14 CINEMARK USA, INC. AND SUBSIDIARIES CONSOLIDATE D STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2021 2022 2023 Operating activities Net (loss) income $ ( 380.1 ) $ ( 228.7 ) $ 208.6 Adjustments to reconcile net (loss) income to cash provided by operating activities: Depreciation 262.7 235.7 207.3 Amortization of intangible and other assets 2.7 2.5 2.2 Loss on debt extinguishment and refinancing 6.5 — 10.7 Amortization of original issue discount and debt issuance costs 7.3 7.5 6.7 Interest accrued on NCM screen advertising advances 23.6 23.2 22.6 Amortization of NCM screen advertising advances and other deferred revenue ( 32.4 ) ( 32.5 ) ( 32.4 ) Amortization of accumulated losses (gains) for amended swap agreements 4.5 4.5 ( 6.4 ) Impairment of long-lived and other assets 20.8 174.1 16.6 Share-based awards compensation expense 28.4 20.5 23.8 Loss (gain) on disposal of assets and other 8.0 ( 6.8 ) ( 7.7 ) Unrealized gain on investment in NCMI — — ( 12.4 ) Non-cash rent expense ( 3.4 ) ( 10.8 ) ( 17.9 ) Equity in loss (income) of affiliates 25.0 9.3 ( 3.6 ) Deferred income tax (benefit) expense ( 38.1 ) ( 25.4 ) 8.5 Distributions from equity investees 0.2 6.9 5.7 Changes in other assets and liabilities Inventories ( 2.9 ) ( 8.2 ) 0.3 Accounts receivable ( 49.3 ) ( 3.0 ) ( 12.6 ) Income tax receivable 112.3 1.5 ( 11.5 ) Prepaid expenses and other ( 1.8 ) ( 2.3 ) ( 2.3 ) Deferred charges and other assets, net 0.8 ( 1.2 ) 0.3 Accounts payable and accrued expenses 175.2 ( 24.9 ) 46.1 Income tax payable ( 5.9 ) 3.2 1.0 Liabilities for uncertain tax positions 30.2 2.0 0.1 Other long-term liabilities ( 17.9 ) 6.3 1.1 Net cash provided by operating activities 176.4 153.4 454.8 Investing activities Additions to theatre properties and equipment and other ( 95.5 ) ( 110.7 ) ( 149.5 ) Net proceeds from sale of subsidiary — — 14.8 Proceeds from sale of assets and other 6.2 14.4 2.9 Net cash used for investing activities ( 89.3 ) ( 96.3 ) ( 131.8 ) Financing activities Proceeds from refinancing of senior secured credit facility — — 640.2 Repayment of term loan upon refinancing of senior secured credit facility — — ( 624.9 ) Redemption of $ 100.0 of 8.75% Secured Notes at 102.2 % — — ( 102.2 ) Proceeds from issuance of senior notes 1,170.0 — — Redemption of senior notes ( 1,155.0 ) — — Proceeds from other borrowings 13.5 — — Payment of debt issuance costs ( 17.3 ) — ( 7.5 ) Fees paid related to debt refinancing ( 2.0 ) — ( 2.6 ) Other repayments of long-term debt ( 10.3 ) ( 28.1 ) ( 10.6 ) Contributions received from parent 120.0 — — Restricted stock withholdings for payroll taxes ( 4.1 ) ( 4.3 ) ( 2.9 ) Payments on finance leases ( 14.7 ) ( 14.3 ) ( 14.4 ) Other — ( 5.5 ) ( 0.5 ) Net cash provided by (used for) financing activities 100.1 ( 52.2 ) ( 125.4 ) Effect of exchange rate changes on cash and cash equivalents ( 5.0 ) ( 20.3 ) ( 12.5 ) Increase (decrease) in cash and cash equivalents 182.2 ( 15.4 ) 185.1 Cash and cash equivalents: Beginning of period 260.5 442.7 427.3 End of period $ 442.7 $ 427.3 $ 612.4 Supplemental information (see Note 19) The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the consolidated financial statements. F- 15 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business — Cinemark Holdings, Inc. (“Holdings”) is a holding company and its wholly-owned subsidiary is Cinemark USA, Inc. (“CUSA”). Holdings consolidates CUSA and its subsidiaries for financial statement purposes, and CUSA’s operating revenue and operating expenses comprise nearly 100 % of Holdings’ revenue and operating expenses. As such, the following Notes to Consolidated Financial Statements relate to Holdings and CUSA and their respective consolidated subsidiaries in all material aspects, unless otherwise noted. Where it is important to distinguish between Holdings and CUSA, specific reference is made to either Holdings or CUSA. Otherwise, all references to “we”, “our”, “us” and “the Company” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries and all references to CUSA relate to CUSA and its consolidated subsidiaries. We operate in the motion picture exhibition industry, with theatres in the United States (“U.S.”) and in 13 countries in Latin America as of December 31, 2023 . Principles of Consolidation — The consolidated financial statements include the accounts of Cinemark Holdings, Inc. and its subsidiaries and Cinemark USA, Inc. and its subsidiaries. Majority-owned subsidiaries that Holdings or CUSA, as applicable, has control of are consolidated while those investments in entities of which Holdings or CUSA, as applicable, owns between 20 % and 50 % and does not control, but has significant influence over the investee, are accounted for under the equity method. Investments in entities of which Holdings or CUSA, as applicable, owns between 20 % and 50 % and does not control or have significant influence over are accounted for under the fair value method. If Holdings or CUSA cease to exercise significant influence over an equity investee, the investment is accounted for under the fair value method. Investments in entities of which Holdings or CUSA, as applicable, owns less than 20 % are generally accounted for under the cost method. The results of these subsidiaries and other investees are included in the consolidated financial statements of Holdings and CUSA, as applicable, effective from their date of formation or from their date of acquisition. Intercompany balances and transactions are eliminated in consolidation. Cash and Cash Equivalents — Cash and cash equivalents consist of operating funds held in financial institutions, petty cash held at the theatres, highly liquid investments with original maturities of three months or less when purchased and restricted cash. The Company invests its cash primarily in money market funds, certificates of deposit, commercial paper or other similar funds. Accounts Receivable – Accounts receivable, which are recorded at net realizable value, consist primarily of receivables related to screen advertising, screen rental, receivables related to gift cards sold to third party retail locations, receivables from landlords related to theatre construction projects, rebates earned from the Company’s concession vendors and value-added and other non-income tax receivables. Inventories — Concession inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Theatre Properties and Equipment — Theatre properties and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Category Useful Life Buildings on owned land 40 years Buildings on leased land Lesser of lease term or 40 years Land and buildings under finance leases Lease term Theatre furniture and equipment 3 to 15 years Leasehold improvements Lesser of lease term or useful life The Company evaluates 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 (qualitative evaluation). The Company also performs a full quantitative impairment evaluation on an annual basis. F- 16 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) These qualitative and quantitative evaluations are described below: • Quantitative approach The Company performs a quantitative evaluation at the theatre level using 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 may include 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, the Company then compares 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, including management’s estimate of future theatre level cash flows for each theatre is involved in estimating fair value. Fair value is estimated 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. • Qualitative approach The Company’s qualitative assessment considers relevant economic and market conditions, industry trading multiples and recent developments that would impact its estimates of future cash flows as compared to its most recent quantitative impairment assessment. Goodwill and Other Intangible Assets — The Company evaluates goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the goodwill may not be fully recoverable. The Company evaluates goodwill for impairment at the reporting unit level. which is the U.S. and each of its international countries that has been allocated goodwill (the Company does not have goodwill recorded for all of its international locations). Under ASC Topic 350, Goodwill, Intangibles and Other (“ASC Topic 350”), the Company can elect to perform a qualitative or a quantitative impairment assessment of our goodwill as described below: • Quantitative approach Under a quantitative goodwill impairment analysis, the Company estimates the fair value of each reporting unit and compares it with its carrying value. Fair value is estimated using (i) a market approach, which considers a multiple of cash flows for each reporting unit based upon public trading and recent transaction valuation multiples as the basis for fair value and (ii) an income approach, which uses a discounted cash flow model incorporating discount rates commensurate with the risks involved as the basis for fair value. Significant judgment including management’s estimate of future theatre level cash flows for each theatre is involved in estimating fair value of a reporting unit. The Company’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 projected operating performance of each reporting unit, recent market transactions and current industry trading multiples. • Qualitative approach The Company’s qualitative assessment of goodwill for each reporting unit considers economic and market conditions, industry trading multiples and the impact of recent developments that would impact the estimated fair values as determined during its most recent quantitative assessment. Tradename intangible assets are tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. Under ASC Topic 350, the Company can elect to perform a qualitative or quantitative impairment assessment for our tradename intangible assets as described below: • Quantitative approach The Company compares the carrying values of its tradename assets to their estimated fair values. Fair values are estimated by applying an estimated market royalty rate that could be charged for the use of the tradenames 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. F- 17 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) • Qualitative approach The Company’s qualitative assessment considers industry and market conditions and recent developments that may impact the revenue forecasts and other estimates as compared to its most recent quantitative assessment. The table below summarizes the Company’s intangible assets and the amortization method used for each type of intangible asset: Intangible Asset Amortization Method Goodwill Indefinite-lived Tradename Indefinite-lived and definite-lived. Definite-lived tradename asset has a remaining useful life of approximately one year . Other intangible assets Straight-line method over the terms of the underlying agreement. The remaining useful lives of these intangible assets is two years . Lease Accounting — See Note 4 for discussion of the Company’s lease accounting policies. Deferred Charges and Other Assets — Deferred charges and other assets consist of construction, lease and other deposits, equipment to be placed in service, and other assets of a long-term nature. Self-Insurance Reserves — In the U.S., the Company is self-insured for general liability claims, which are capped at $ 0.3 per occurrence with no aggregate annual cap. For its international locations, the Company is fully insured for general liability claims with little or no deductibles per occurrence. Under the Company’s fully-funded deductible workers compensation insurance plan in the U.S., the Company is responsible for pre-funding claims and is responsible for claims up to $ 0.3 per occurrence, with an annual cap of $ 5.0 . The Company is also self-insured for domestic medical and dental claims with a cap of $ 0.3 per occurrence. As of December 31, 2022 and 2023, the Company’s self-insurance reserves were $ 10.0 and $ 11.4 , respectively, and are reflected in accrued other current liabilities on the consolidated balance sheets. For its international locations, the Company is fully insured for workers compensation claims. Medical and dental benefits for the Company’s international locations are covered through a government-sponsored healthcare system that is funded through employee and employer payroll tax contributions. Revenue Recognition — See Note 5 for discussion of revenue recognition and deferred revenue. Expenses — Film rental costs are based on the film licensing arrangements and accrued based on the applicable box office receipts and either; 1) a sliding scale formula, which is generally established with the studio prior to the opening of the film, 2) a firm terms formula as negotiated prior to a film's theatrical run or 3) estimates of the final settlement rate, which occurs at the conclusion of the film’s run. Under a sliding scale formula, the Company pays a percentage of box office revenues using a pre-determined scale that is based upon box office performance of the film for its full theatrical run. Under a firm terms formula, the Company pays the distributor a percentage of box office receipts that can either be an aggregate rate for the full theatrical run or rates that decline over the term of the theatrical 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 box office performance differs from our estimates, film rental costs are adjusted accordingly throughout a film’s theatrical run. Accounting for Share Based Awards — The Company measures the cost of employee services received in exchange for an equity award based on the fair value of the award on the date of the grant. The grant date fair value is based on Holdings’ stock price on the grant date. Such costs are recognized over the period during which an employee is required to provide service in exchange for the award (which is usually the vesting period). At the time of the grant, Holdings also estimates the number of awards that will ultimately be forfeited. Holdings also periodically estimates the number of awards that will ultimately vest based upon the achievement of pre-established Company performance targets on those awards that are both performance-based and time-based. A cumulative expense adjustment is recognized when that estimate changes. See Note 18 for discussion of Holdings’ share based awards and related compensation expense. F- 18 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Income Taxes — The Company uses an asset and liability approach to financial accounting and reporting for income taxes. CUSA participates in the consolidated return of Holdings; however, CUSA’s provisions for income taxes is computed on a stand-alone basis. Deferred income taxes are provided when tax laws and financial accounting standards differ with respect to the amount of income for a year and the basis of assets and liabilities. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets unless it is more likely than not that such assets will be realized. Income taxes are provided on unremitted earnings from foreign subsidiaries unless such earnings are expected to be indefinitely reinvested. Income taxes have also been provided for potential tax assessments. The evaluation of an uncertain tax position is a two-step process. The first step is recognition: The Company determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company should presume that the position would be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements result in (1) a change in a liability for income taxes payable or (2) a change in an income tax refund receivable, a deferred tax asset or a deferred tax liability or both (1) and (2). The Company accrues interest and penalties on its uncertain tax positions as a component of income tax expense. See further discussion in Note 20. Segments — For the years ended December 31, 2021, 2022 and 2023 , the Company managed its business under two reportable operating segments, U.S. markets and international markets. See Note 22. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The Company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. Foreign Currency Translations — The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at current exchange rates as of the balance sheet date, and revenues and expenses are translated at average monthly exchange rates. The resulting translation adjustments are recorded in the consolidated balance sheets in accumulated other comprehensive loss. See Note 16 for a summary of the translation adjustments recorded in accumulated other comprehensive loss for the years ended December 31, 2021, 2022 and 2023. The Company recognizes foreign currency transaction gains and losses when changes in exchange rates impact transactions, other than intercompany transactions of a long-term investment nature, that have been denominated in a currency other than the functional currency. The Company deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. The financial statements of the Company’s Argentina subsidiaries have been remeasured in U.S. dollars in accordance with ASC Topic 830, Foreign Currency Matters , effective beginning July 1, 2018. See further discussion in Note 16. During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies and to remit foreign currency out of Argentina. As a result of these currency exchange controls, markets in Argentina developed a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars out of and into Argentina. In a Blue Chip Swap transaction, an entity buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina, to access U.S. dollars locally, or outside Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue Chip Swap Rate). The Blue Chip Swap rate is the implicit exchange rate resulting from the Blue Chip Swap transaction. The Blue Chip Swap rate can diverge significantly from Argentina’s official exchange rate. See further discussion in Note 16. F- 19 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Fair Value Measurements — According to authoritative guidance, inputs used in fair value measurements fall into three different categories; Level 1, Level 2 and Level 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. See Note 15 for a discussion of our fair value measurements for the years ended December 31, 2021, 2022 and 2023 . Interest Rate Swaps – The Company evaluates its interest rate swap agreements, which are designated as cash flow hedges, to determine whether they are effective on a quarterly basis in accordance with ASC Topic 815, Derivatives and Hedging . The fair values of the interest rate swaps are estimated based on future estimated net cash flows considering forecasted interest rates for the terms of the interest rate swap agreements as compared to the fixed interest rates paid under the agreements. If deemed to be effective, fair value estimates are recorded on the consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. If the swaps are determined to not be effective, the gains or losses are recorded in interest expense on the consolidated income statement. See further discussion in Note 14. Restructuring Charges – During the year ended December 31, 2020, the Company recorded restructuring charges based on an approved and announced restructuring plan, specifically related to headcount reductions, the permanent closure of underperforming theatres and the write-down of related theatre assets. The costs of the restructuring actions were accrued based on estimates at the time the plan was formalized. Adjustments made to restructuring charges based on actual costs incurred were recorded during the years ended December 31, 2021 and 2022. The balance of accrued and unpaid restructuring charges at December 31, 2022 and 2023 was $ 0 . See further discussion in Note 3. 2. NEW ACCOUNTING PRONOUNCEMENTS ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , (“ASU 2020-04”), ASU 2021-01, Reference Rate Reform (Topic 848): Scope , (“ASU 2021-01”), and ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ( “ASU 2022-06”). The purpose of ASU 2020-04 is to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. More specifically, the amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments in ASU 2020-04 and ASU 2021-01 are effective as of March 12, 2020 through December 31, 2024. The Company applied the optional relief guidance prospectively to the modification of the reference rate in its interest rate swap agreements from LIBOR to Term SOFR during the second quarter of 2023 (see Note 14). The application of the guidance did not have a material impact on the Company’s consolidated financial statements. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The purpose of ASU 2023-07 is to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses to enable investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments of ASU 2023-07 enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting the additional disclosure requirements of ASU 2023-07. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The purpose of ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational F- 20 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) opportunities affect its tax rate and prospects for future cash flows. The amendments in ASU-2023-09 require that public entities, on an annual basis, (i) disclose specific categories in the income tax rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements. 3. IMPACT OF THE COVID-19 PANDEMIC The impact of the COVID-19 pandemic had an unprecedented effect on the theatrical exhibition industry. We temporarily closed our theatres in the U.S. and Latin America during March of 2020 at the onset of the COVID-19 outbreak. We reopened theatres as soon as local restrictions and the status of the COVID-19 pandemic would allow. All of our domestic and international theatres were reopened by the end of 2021. After reopening our theatres, we faced ongoing challenges with the significant reduction in the volume of new film releases. The industry has made significant progress in its recovery from the COVID-19 pandemic; however its ongoing recovery continues to be contingent upon several key factors, including the volume of new film content available, which has also been impacted by the recent writers’ and actors’ guild strikes, the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in-and-out-of-home entertainment. Government Assistance During the years ended December 31, 2021 and 2022, the Company received an aggregate of approximately $ 2.8 in government assistance pursuant to (i) payroll continuation support programs under the CARES Act, (ii) various grants provided in certain states intended to cover janitorial and personal protection equipment costs incurred by the Company in response to local regulations and (iii) subsidies for certain payroll costs in certain international locations. The Company has met all applicable conditions related to the government assistance received. The government assistance received was reflected as credits to salaries and wages, utilities and other costs, and general and administrative expenses in the consolidated statements of loss. Restructuring Charges In 2020, Company management approved and announced a restructuring plan to realign its operations to create a more efficient cost structure (referred to herein as the “Restructuring Plan”) in response to the COVID-19 pandemic. The Restructuring Plan primarily included a headcount reduction at its domestic corporate office and the permanent closure of certain domestic and international theatres. F- 21 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The following table summarizes activity recorded during the years ended December 31, 2021 and 2022: U.S. Operating Segment International Operating Segment Consolidated Employee-related Costs Facility Closure Costs Total Charges Employee-related Costs Facility Closure Costs Total Charges Employee-related Costs Facility Closure Costs Total Charges Reserve balance at January 1, 2021 $ 0.9 $ 5.7 $ 6.6 $ — $ 0.1 $ 0.1 $ 0.9 $ 5.8 $ 6.7 Amounts paid ( 0.4 ) ( 3.9 ) ( 4.3 ) — — — ( 0.4 ) ( 3.9 ) ( 4.3 ) Reserve adjustments (1) ( 0.1 ) ( 0.9 ) ( 1.0 ) — — — ( 0.1 ) ( 0.9 ) ( 1.0 ) Reserve balance at December 31, 2021 $ 0.4 $ 0.9 $ 1.3 $ — $ 0.1 $ 0.1 $ 0.4 $ 1.0 $ 1.4 Amounts paid ( 0.4 ) ( 0.5 ) ( 0.9 ) — — — ( 0.4 ) ( 0.5 ) ( 0.9 ) Reserve adjustments (1) — ( 0.4 ) ( 0.4 ) — ( 0.1 ) ( 0.1 ) — ( 0.5 ) ( 0.5 ) Reserve balance at December 31, 2022 $ — $ — $ — $ — $ — $ — $ — $ — $ — (1) Amounts were primarily adjustments based on final facility lease payments for certain closed theatres as compared with original estimates recorded. 4. LEASE ACCOUNTING Real Estate Leases — 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, common area maintenance and other costs applicable to the property. Variable lease payments include payments based on a percentage of retail sales or a percentage of retail sales over defined thresholds. Other variable lease payments include payments adjusted periodically for inflation, changes in attendance or changes in average ticket price. The Company can renew, at its option, many of its leases at defined or then market rental rates for various renewal periods. Some leases also provide for escalating rent payments throughout the lease term. The Company also leases certain office and warehouse facilities in the U.S. and in international locations, which generally only include fixed payments. The Company recognizes fixed lease expense for the operating leases on a straight-line basis over the lease term. The Company’s real estate lease agreements do not contain any residual value guarantees or restrictive covenants. Equipment Leases — The Company leases certain equipment under operating leases, including trash compactors and various other equipment used in the day-to-day operation of its theatres. Certain of the leases require fixed lease payments to be made over the duration of the lease term, while others are variable in nature based on usage or sales. Certain of these leases are month-to-month, while others have noncancelable terms ranging from 1 to 7 years . The Company’s equipment lease agreements do not contain any residual value guarantees or restrictive covenants. F- 22 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The following table represents the operating and finance right-of-use assets and lease liabilities as of the periods indicated. As of Leases Classification December 31, 2022 December 31, 2023 Assets (1) Operating lease assets Operating lease right-of-use assets $ 1,102.7 $ 986.4 Finance lease assets Theatre properties and equipment, net of accumulated depreciation (2) 67.8 55.7 Total lease assets $ 1,170.5 $ 1,042.1 Liabilities (1) Current Operating Current portion of operating lease obligations $ 219.3 $ 212.5 Finance Current portion of finance lease obligations 14.4 14.0 Noncurrent Operating Operating lease obligations, less current portion 970.6 853.3 Finance Finance lease obligations, less current portion 88.0 73.8 Total lease liabilities $ 1,292.3 $ 1,153.6 (1) The operating lease right-of-use assets and liabilities recorded on the Company’s consolidated balance sheets generally do not include renewal options that have not yet been exercised. The Company does not consider a lease renewal exercise as reasonably certain until immediately before the necessary notification is provided to the landlord after consideration of market conditions and performance of the theatre. (2) Finance lease assets are net of accumulated amortization of $ 62.5 and $ 73.9 as of December 31, 2022 and 2023 , respectively. As of December 31, 2023, the Company had signed lease agreements with total noncancelable lease payments of approximately $ 44.8 related to theatre leases that had not yet commenced. The timing of lease commencement is dependent on the completion of construction of the related theatre facility. Additionally, these amounts are based on estimated square footage and costs to construct each facility and may be subject to adjustment upon final completion of each construction project. In accordance with ASC Topic 842, fixed minimum lease payments related to these theatres are not included in the right-of-use assets and lease liabilities as of December 31, 2023. The following table represents the Company’s aggregate lease costs, by lease classification, for the periods indicated. Year Ended December 31, Lease Cost Classification 2021 2022 2023 Operating lease costs Equipment (1) Utilities and other $ 2.3 $ 4.4 $ 4.1 Real Estate (1) Facility lease expense 281.0 315.7 348.6 Total operating lease costs $ 283.3 $ 320.1 $ 352.7 Finance lease costs Depreciation of leased assets Depreciation and amortization $ 12.6 $ 12.4 $ 12.0 Interest on lease liabilities Interest expense 5.9 5.3 4.9 Total finance lease costs $ 18.5 $ 17.7 $ 16.9 (1) Includes short-term lease payments, variable lease payments and office lease payments reflected in general and administrative expense as set forth in the following table for the periods presented: Year Ended December 31, Lease Cost Classification 2021 2022 2023 Operating lease costs Equipment - Short-term and variable lease payments Utilities and other $ 1.8 $ 3.9 $ 3.6 Real Estate - Variable lease payments (1) Facility lease expense $ 11.8 $ 36.4 $ 68.3 Real Estate - Office leases General and administrative $ 1.3 $ 1.3 $ 1.4 (1) Represents lease payments that are based on a change in index, such as CPI or inflation, variable payments based on revenue or attendance and variable common area maintenance costs. F- 23 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The following table represents the maturity of lease liabilities, by lease classification, as of December 31, 2023. Operating Finance Years Ending Leases Leases 2024 $ 267.2 $ 18.0 2025 237.4 16.4 2026 199.6 12.0 2027 158.5 11.9 2028 121.9 11.6 Thereafter 295.4 35.1 Total lease payments $ 1,280.0 $ 105.0 Less: Interest 214.2 17.2 Present value of lease liabilities $ 1,065.8 $ 87.8 The following table represents the weighted-average remaining lease term and discount rate, disaggregated by lease classification, as of December 31, 2023. As of Lease Term and Discount Rate December 31, 2023 Weighted-average remaining lease term (years) (1) Operating leases - equipment 3.3 Operating leases - real estate 6.4 Finance leases - equipment 2.6 Finance leases - real estate 7.6 Weighted-average discount rate (2) Operating leases - equipment 6.3 % Operating leases - real estate 11.5 % Finance leases - equipment 3.6 % Finance leases - real estate 4.9 % (1) The lease assets and liabilities recorded on the Company’s consolidated balance sheets generally do not include renewal options that have not yet been executed. The Company does not consider a lease renewal exercise as reasonably certain until immediately before the necessary notification is provided to the landlord after consideration of market conditions and performance of the theatre. (2) The discount rate for each lease represents the incremental borrowing rate at which the Company would borrow funds, on a collateralized basis, over a similar term and at an amount equal to the lease payments in a similar economic environment. The following table represents the minimum cash lease payments included in the measurement of lease liabilities and the non-cash addition of right-of-use assets for the periods presented. Year Ended December 31, Other Information 2021 2022 2023 Cash paid for amounts included in the measurement of lease liabilities Cash outflows for operating leases $ 269.7 $ 279.8 $ 280.8 Cash outflows for finance leases - operating activities $ 5.9 $ 5.3 $ 4.9 Cash outflows for finance leases - financing activities $ 14.7 $ 14.3 $ 14.4 Non-cash amount of leased assets obtained in exchange for: Operating lease liabilities $ 180.1 $ 114.1 $ 87.0 Finance lease liabilities $ 0.7 $ — $ — Lessor Arrangements Under the Company’s Exhibitor Services Agreement (“ESA”) with National CineMedia, LLC (“NCM”), the nonconsecutive periods of use of the theatre screens by NCM qualify as a lease in accordance with ASC Topic 842. See further discussion in Note 9. F- 24 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The Company rents its theatre auditoriums for corporate meetings, screenings, education and training sessions and other private events. These rentals, which are not significant to the Company, are generally one-time events and the related revenue is reflected as other revenue on the consolidated statements of income (loss). 5. REVENUE RECOGNITION Revenue Recognition Policy The Company’s patrons have the option to purchase movie tickets well in advance of a movie showtime, right before the movie showtime, or at any point in between those two timeframes depending on seat availability. The Company recognizes such admissions revenue when the showtime for a purchased movie ticket has passed. Concession revenue is recognized when products are sold to the consumer, or if purchased in advance, once the showtime associated with the customer’s movie ticket has passed. Other revenue primarily consists of screen advertising, screen rental revenue, promotional income, studio trailer placements and transactional fees. Except for NCM screen advertising advances discussed below in Note 9, these revenues are generally recognized when the Company has fulfilled its performance obligations by providing the specified services. The Company sells gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred revenue. Deferred revenue for gift cards and discount ticket vouchers is recognized when they are redeemed for concession items or, if redeemed for movie tickets, when the showtime has passed. The Company generally records breakage revenue on gift cards and discount ticket vouchers based on redemption activity and historical experience with unused balances. The Company offers 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 also offer monthly subscription fee programs in several of our international locations where customers can pay a monthly fee to receive benefits such as a free monthly ticket. The Company records the subscription program fees as deferred revenue and records admissions revenue when the showtime for a movie ticket purchased with a credit has passed. The Company has loyalty programs in the U.S. and many of its international locations that either have a prepaid annual fee or award points to customers as purchases are made. For those loyalty programs that have a prepaid annual fee, the Company recognizes the fee collected as other revenue on a straight-line basis over the annual membership period. For those loyalty programs that award points to customers based on their purchases, the Company records a portion of the original transaction proceeds as deferred revenue based on the number of reward points issued to customers and recognizes the deferred revenue when the customer redeems such points. The value of loyalty points issued is based on the estimated fair value of the rewards offered. The Company records breakage revenue generally upon the expiration of loyalty points and subscription credits as the Company does not yet have sufficient historical data related to the redemption patterns for these programs to estimate breakage. Accounts receivable as of December 31, 2022 and 2023 included approximately $ 22.9 and $ 31.6 , respectively, of receivables related to contracts with customers. The Company did not record any assets related to the costs to obtain or fulfill a contract with customers during the years ended December 31, 2022 or 2023. Disaggregation of Revenue The following tables present revenue for the periods indicated, disaggregated based on major type of good or service and by reportable operating segment. Year Ended December 31, 2023 U.S. International Operating Operating Major Goods/Services Segment (1) Segment Consolidated Admissions Revenue $ 1,236.0 $ 319.6 $ 1,555.6 Concession Revenue 952.0 240.0 1,192.0 Screen advertising, screen rental and promotional revenue 91.0 53.6 144.6 Other Revenue 136.3 38.2 174.5 Total Revenue $ 2,415.3 $ 651.4 $ 3,066.7 F- 25 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Year Ended December 31, 2022 U.S. International Operating Operating Major Goods/Services Segment (1) Segment Consolidated Admissions Revenue $ 1,010.2 $ 236.7 $ 1,246.9 Concession Revenue 763.0 175.3 938.3 Screen advertising, screen rental and promotional revenue 81.7 45.3 127.0 Other Revenue 115.3 27.2 142.5 Total Revenue $ 1,970.2 $ 484.5 $ 2,454.7 Year Ended December 31, 2021 U.S. International Operating Operating Major Goods/Services Segment (1) Segment Consolidated Admissions Revenue $ 671.7 $ 108.3 $ 780.0 Concession Revenue 482.8 78.9 561.7 Screen advertising, screen rental and promotional revenue 66.2 17.9 84.1 Other Revenue 72.9 11.8 84.7 Total Revenue $ 1,293.6 $ 216.9 $ 1,510.5 (1) U.S. segment revenues exclude intercompany transactions with the international operating segment. See Note 22 for additional information on intercompany eliminations. The following tables present revenue for the periods indicated, disaggregated based on timing of revenue recognition (as discussed above) and by reportable segment. Year Ended December 31, 2023 U.S. International Operating Operating Segment (1) Segment Consolidated Goods and services transferred at a point in time $ 2,327.9 $ 588.9 $ 2,916.8 Goods and services transferred over time 87.4 62.5 149.9 Total $ 2,415.3 $ 651.4 $ 3,066.7 Year Ended December 31, 2022 U.S. International Operating Operating Segment (1) Segment Consolidated Goods and services transferred at a point in time $ 1,856.5 $ 428.3 $ 2,284.8 Goods and services transferred over time 113.7 56.2 169.9 Total $ 1,970.2 $ 484.5 $ 2,454.7 Year Ended December 31, 2021 U.S. International Operating Operating Segment (1) Segment Consolidated Goods and services transferred at a point in time $ 1,201.2 $ 193.7 $ 1,394.9 Goods and services transferred over time 92.4 23.2 115.6 Total $ 1,293.6 $ 216.9 $ 1,510.5 (1) U.S. segment revenues exclude intercompany transactions with the international operating segment. See Note 22 for additional information on intercompany eliminations . F- 26 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Screen Advertising Advances and Other Deferred Revenue The following table presents changes in the Company’s deferred revenue for the periods indicated: Deferred Revenue NCM Screen Advertising Advances (2) Other Deferred Revenue (3) Balance at January 1, 2022 $ 346.0 $ 160.3 Amounts recognized as accounts receivable — 1.8 Cash received from customers in advance — 241.1 Common units received from NCM (see Note 9) 1.3 — Interest accrued related to significant financing component 23.2 — Revenue recognized during period ( 32.3 ) ( 206.9 ) Foreign currency translation adjustments — ( 1.4 ) Balance at December 31, 2022 338.2 194.9 Amounts recognized as accounts receivable — 4.6 Cash received from customers in advance — 327.4 Dispositions (1) — ( 0.4 ) Interest accrued related to significant financing component 22.6 — Revenue recognized during period ( 32.4 ) ( 299.5 ) Foreign currency translation adjustments — ( 5.4 ) Balance at December 31, 2023 $ 328.4 $ 221.6 (1) Relates to the sale of the Company’s Ecuador subsidiary. See Note 8 . (2) See Significant Financing Component in Note 9 for discussion of NCM screen advertising advances and maturity of balances as of December 31, 2023 . (3) Includes liabilities associated with outstanding gift cards and discount ticket vouchers, points or rebates outstanding under the Company’s loyalty and membership programs and revenue not yet recognized for screen advertising and other promotional activities. Amount is classified as accounts payable and accrued expenses or other long-term liabilities on the consolidated balance sheets. The table below summarizes the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied for other deferred revenue in the table above as of December 31, 2023 and when the Company expects to recognize this revenue. Year Ended December 31, Remaining Performance Obligations 2024 2025 Thereafter Total Other deferred revenue $ 195.2 26.4 — $ 221.6 F- 27 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) 6. EARNINGS (LOSS) PER SHARE The following table presents computations of basic and diluted earnings (loss) per share for Holdings under the two class method: Year Ended December 31, 2021 2022 2023 Numerator: Net (loss) income attributable to Cinemark Holdings, Inc. $ ( 422.8 ) $ ( 271.2 ) $ 188.2 Loss (income) allocated to participating share-based awards (1) 6.1 3.8 ( 3.3 ) Basic net (loss) income attributable to common stockholders $ ( 416.7 ) $ ( 267.4 ) $ 184.9 Add: Interest expense on convertible notes, net of tax (3) — — $ 18.2 Diluted net (loss) income attributable to common stockholders $ ( 416.7 ) $ ( 267.4 ) $ 203.1 Denominator : Basic weighted average shares outstanding 117.3 118.2 119.1 Common equivalent shares for restricted performance stock units (2) — — 0.9 Common equivalent shares for convertible notes (3) — — 32.0 Common equivalent shares for warrants (4) — — — Diluted weighted average shares outstanding 117.3 118.2 152.0 Basic (loss) earnings per share attributable to common stockholders $ ( 3.55 ) $ ( 2.26 ) $ 1.55 Diluted (loss) earnings per share attributable to common stockholders $ ( 3.55 ) $ ( 2.26 ) $ 1.34 (1) For the years ended December 31, 2021, 2022 and 2023, a weighted average of approximately 1.7 shares, 1.7 shares and 2.1 shares of unvested restricted stock, respectively, are considered participating securities. (2) For the years ended December 31, 2021 and 2022 , approximately 0.0 and 0.4 common equivalent shares for performance stock units were excluded because they were anti-dilutive. (3) For the years ended December 31, 2021 and 2022 , diluted loss per share excludes the assumed conversion of the 4.50 % Convertible Senior Notes into 32.0 shares of common stock, as they would have been anti-dilutive. See further discussion below. (4) For all periods presented, diluted earnings (loss) per share excludes the warrants, as they would be anti-dilutive. Share-based awards Holdings considers its unvested share-based payment awards, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings (loss) per share pursuant to the two-class method. Basic earnings (loss) per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income (loss) by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings (loss) per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method. Convertible notes, hedges and warrants The 4.50% Convertible Senior Notes, discussed further in Note 14, are dilutive in periods in which Holdings has net income. The impact of such dilution on earnings per share is calculated under the if-converted method, which requires that all of the shares of Holdings’ common stock issuable upon conversion of the 4.50% Convertible Senior Notes be included in the calculation of diluted EPS assuming conversion at the beginning of the reporting period. The closing price of Holdings’ common stock did not exceed the strike price of $ 18.66 per share ( 130 % of the initial exercise price of $ 14.35 per share) during at least 20 of the last 30 trading days of the quarter ended December 31, 2023 and, therefore, the 4.50% Convertible Senior Notes will not be convertible during the first quarter of 2024. The converted value of the 4.50% Convertible Senior Notes, based on the weighted average closing price of F- 28 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Holdings’ common stock for 2023, exceeded the aggregate outstanding principal of the notes by $ 23.3 as of December 31, 2023 . As noted in Note 14, Holdings entered into hedge transactions with counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings’ common stock underlying the 4.50% Convertible Notes, which initially gives Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $ 14.35 per share. Concurrently with entering into the convertible note hedge transactions, Holdings also entered into warrant transactions with each option counterparty whereby Holdings sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Holdings’ common stock, which initially gives the option counterparties the option to purchase approximately 32.0 shares at a price of approximately $ 22.08 per share. The economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes from approximately $ 18.66 per share of Holdings’ common stock to approximately $ 22.08 per share. 7. DIVIDENDS The Company suspended its quarterly dividend in March 2020 as a result of the COVID-19 pandemic as discussed in Note 3. 8. THEATRE PROPERTIES AND EQUIPMENT Properties and equipment consisted of the following as of the periods presented: December 31, 2022 2023 Theatre properties and equipment Land $ 99.7 $ 97.8 Buildings 528.9 530.6 Property under finance lease 130.3 129.6 Theatre furniture and equipment 1,429.5 1,432.8 Leasehold interests and improvements 1,206.9 1,300.2 Total 3,395.3 3,491.0 Less: accumulated depreciation and amortization (1) ( 2,163.2 ) ( 2,329.3 ) Theatre properties and equipment, net $ 1,232.1 $ 1,161.7 (1) Amortization of finance lease assets is included in depreciation and amortization expense on the consolidated statements of income (loss). Accumulated amortization of finance lease assets as of December 31, 2022 and 2023 was $ 62.5 and $ 73.9 , respectively. Sale of Subsidiary During December 2022, the Company entered into a purchase and sale agreement for the sale of the stock of its Ecuador subsidiary. The Company completed the sale in September 2023 and recognized a gain of $ 6.9 , which is reflected in “Loss (gain) on disposal of assets and other” in the Company’s consolidated statement of income for the year ended December 31, 2023. T he sale of the Ecuador subsidiary did not qualify as discontinued operations since it did not represent a strategic shift in the Company’s operations that will have a major effect on its results and operations. The following table presents the carrying value of Ecuador’s significant assets and liabilities as of the periods presented: December 31, 2022 2023 Theatre property and equipment, net $ 5.4 $ — Operating lease right-of-use asset, net 2.9 — Goodwill 4.2 — Total assets $ 15.3 $ — Total liabilities $ 8.5 $ — F- 29 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The table below summarizes total revenue and operating income for the Ecuador subsidiary for the periods presented: Year Ended December 31, 2022 2023 Total revenue $ 13.3 $ 13.5 Operating (loss) income $ ( 1.2 ) $ 2.0 9. INVESTMENT IN NATIONAL CINEMEDIA, INC / NATIONAL CINEMEDIA LLC NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. The Company has an investment in NCM’s parent National CineMedia, Inc. (”NCMI”) and previously held an investment in NCM. See further discussion below under Investment in National CineMedia . The Company entered into an Exhibitor Services Agreement with NCM (“ESA”) pursuant to which NCM primarily provides screen advertising to our domestic theatres through its branded “ Noovie ” pre-show entertainment program. See further discussion below under Exhibitor Services Agreement . F- 30 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Summary of Activity with NCMI/NCM Below is a summary of activity with NCMI and NCM included in each of Holdings’ and CUSA’s consolidated financial statements for the periods indicated. See Note 5 for discussion of revenue recognition. Investment in NCMI/NCM NCM Screen Advertising Advances Distributions from NCM (5) Equity in Loss (3) Other Revenue Interest Expense - NCM Cash Received Balance as of January 1, 2021 $ 152.0 $ ( 344.3 ) Receipt of common units due to annual common unit adjustment 10.2 ( 10.2 ) — — — — — Screen rental revenues earned under ESA (1) — — — — ( 12.0 ) — 12.0 Interest accrued related to significant financing component — ( 23.6 ) — — — 23.6 — Receipt under tax receivable agreement ( 0.2 ) — ( 0.1 ) — — — 0.3 Equity in loss ( 26.6 ) — — 26.6 — — — Amortization of screen advertising advances — 32.1 — — ( 32.1 ) — — Balance as of and for the year ended December 31, 2021 $ 135.4 $ ( 346.0 ) $ ( 0.1 ) $ 26.6 $ ( 44.1 ) $ 23.6 $ 12.3 Receipt of common units due to annual common unit adjustment 1.3 ( 1.3 ) — — — — — Screen rental revenues earned under ESA (1) — — — — ( 19.9 ) — 19.9 Interest accrued related to significant financing component — ( 23.2 ) — — — 23.2 — Equity in loss ( 13.9 ) — — 13.9 — — — Impairment of investment in NCM (2) ( 113.2 ) — — — — — — Amortization of screen advertising advances — 32.3 — — ( 32.3 ) — — Balance as of and for the year ended December 31, 2022 $ 9.6 $ ( 338.2 ) $ — $ 13.9 $ ( 52.2 ) $ 23.2 $ 19.9 Screen rental revenues earned under ESA (1) — — — — ( 20.9 ) — 20.9 Interest accrued related to significant financing component — ( 22.6 ) — — — 22.6 — Redemption of common units of NCM for common stock of NCMI (2) — — — — — — — Equity in loss (3) ( 3.2 ) — — 3.2 — — — Impairment of investment in NCMI (4) ( 0.7 ) — — — — — — Unrealized gain on fair market value adjustment of investment in NCMI (2) 12.4 — — — — — — Amortization of screen advertising advances — 32.4 — — ( 32.4 ) — — Balance as of and for the year ended December 31, 2023 $ 18.1 $ ( 328.4 ) $ — $ 3.2 $ ( 53.3 ) $ 22.6 $ 20.9 (1) Amounts include the per patron and per digital screen theatre access fees, net of amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire. The amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire were approximately $ 4.9 , $ 7.5 and $ 8.9 for the years ended December 31, 2021, 2022 and 2023, respectively. Amounts unpaid and reflected in accounts receivable were $ 4.9 and $ 4.9 as of December 31, 2022 and 2023 , respectively. (2) See Investment in National CineMedia below. (3) Equity in loss was recorded through April 11, 2023, the date NCM filed its bankruptcy petition, after which the Company applied the fair value accounting method as discussed below. (4) Reflected in impairment of long-lived and other assets on the consolidated income statement for the year indicated. See further discussion at Investment in National CineMedia below . (5) Excess cash distributions from NCM to its members were restricted through December 2023 in accordance with the credit agreement amendment NCM entered into with its lenders and as a result of their bankruptcy filing. NCMI also suspended its dividend. F- 31 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) In addition to the activity in the table above, the Company made de minimus payments to NCM during the years ended December 31, 2021, 2022 and 2023, respectively, related to certain equipment used for digital advertising, which is included in theatre furniture and equipment on the consolidated balance sheets. Investment in National CineMedia On February 13, 2007 NCMI, a holding company that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. NCM comprises approximately the entire balance of NCMI’s assets, liabilities and operating cash flows. In connection with the NCMI initial public offering, the Company amended its operating agreement and the ESA. At the time of the NCMI IPO and as a result of amending the ESA, the Company received approximately $ 174.0 in cash consideration from NCM. The proceeds were recorded as deferred revenue or NCM screen advertising advances, and are being amortized over the term of the Amended and Restated ESA or through February 2041 . As of January 1, 2023, the Company owned approximately 43.7 common units of NCM, which represented an interest in NCM of approximately 25.4 %. On February 17, 2023, the Company delivered a redemption notice to NCM pursuant to the redemption right under its operating agreement with NCM to redeem approximately 42.0 of the Company’s 43.7 common units in NCM in exchange for approximately 42.0 newly issued shares of NCMI common stock, with a redemption date of February 23, 2023 (the “Redemption”). On March 20, 2023, the Company delivered a second redemption notice to NCM to redeem the Company’s remaining 1.7 common units in NCM in exchange for 1.7 newly issued shares of NCMI common stock, with a redemption date of March 23, 2023 (collectively with the February 23, 2023 redemption, the “Redemptions”). NCMI is a holding company and the sole manager of NCM. NCM comprises approximately the entire balance of NCMI’s assets, liabilities and operating cash flows. On April 11, 2023, NCM filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. NCMI continued to manage NCM, the “debtor in possession,” under the jurisdiction of the bankruptcy court and in accordance with the applicable bankruptcy laws and orders of the bankruptcy court. In general, as debtor in possession under the Bankruptcy Code, NCM was authorized to continue to operate as an ongoing business but could not engage in transactions outside the ordinary course of business without the prior approval of the bankruptcy court. Due to NCM’s bankruptcy proceedings, the Company reassessed its rights and level of influence over NCM. The Company determined that effective April 11, 2023, the date NCM filed its bankruptcy petition, it no longer had significant influence over NCM and therefore ceased accounting for its investment in NCMI under the equity method of accounting in the second quarter of 2023. During the years ended December 31, 2021 and 2022, and through April 11, 2023, the Company accounted for its investment in NCMI under the equity method of accounting, and therefore assessed its investment for other than temporary impairment during those periods. The Company recorded impairment charges totaling $ 113.2 and $ 0.7 on its investment in NCMI/NCM during the years ended December 31, 2022 and 2023, respectively, because the share price of NCMI was significantly below the Company’s carrying value of NCMI per common share and NCM’s pace of recovery from the COVID-19 pandemic lagged that of the Company and the movie theatre industry. See Note 12 for impairment expense recorded during the years ended December 31, 2021, 2022 and 2023. On August 3, 2023, NCMI announced that it had effected a 1-for-10 reverse stock split of its common stock. NCMI’s common stock automatically began trading on a split adjusted basis at the opening of the market on August 4, 2023. After giving effect to the reverse stock split, the Company owns approximately 4.4 shares of NCMI common stock. NCM emerged from bankruptcy on August 7, 2023, and the Company’s ownership interest in NCMI was reduced to less than 5 %. The Company now accounts for its investment in NCMI in accordance with the guidance set forth in FASB ASC Topic 321 Investments - Equity Securities, which requires the Company to measure its investment in common stock of NCMI at fair value and recognize unrealized holding gains and losses on its investment in earnings. The Company recognized an unrealized gain of $ 12.4 on its investment in NCMI in the Company’s consolidated statement of income for the year ended December 31, 2023. F- 32 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Common Unit Adjustments In addition to the consideration received upon the NCMI IPO and ESA modification in 2007, the Company also periodically receives consideration in the form of common units from NCM. Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCMI and the Company, annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by the Company. The common units received are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue or NCM screen advertising advances. Through April 11, 2023, the Company’s investment was accounted for under the equity method, with undistributed equity earnings related to its investment included as a component of earnings in equity in income of affiliates or recorded as a reduction of its investment basis depending on the tranche of common units it was related to. During March 2023 , NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, the Company was entitled to an additional 4.8 common units of NCM. The issuance of these additional common units of NCM was stayed by NCM’s bankruptcy filing on April 11, 2023. In June 2023 the bankruptcy court issued an order cancelling the issuance of these common units of NCM and found that these common units were never issued. Below is a summary of common units received by the Company under the Common Unit Adjustment (“CUA”) Agreement during the years ended December 31, 2021 and 2022: Event Date Common Units Received Number of Common Units Received Fair Value of Common Units Received (1) 2021 annual common unit adjustment 4/14/2021 2.3 $ 10.2 2022 annual common unit adjustment 4/13/2022 0.5 $ 1.3 (1) The fair value of the common units received was estimated based on the market price of NCMI common stock (Level 1 input as defined in FASB ASC Topic 820) at the time the common units were determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares . Exhibitor Services Agreement As previously discussed, the Company’s domestic theatres are part of the in-theatre digital network operated by NCM, the terms of which are defined in the ESA. NCM primarily provides advertising to its theatres through its branded “ Noovie ” pre-show entertainment program. The Company receives a monthly theatre access fee for participation in the NCM network. Effective September 17, 2019, the Company signed an amendment to the ESA, under which the Company provided incremental advertising time to NCM, and extended the term through February 2041 . At the time of the amendment, the Company determined that the amended ESA met the definition of a lease under ASC Topic 842. The Company leases nonconsecutive periods of use of its domestic theatre screens to NCM for purposes of showing third party advertising content. The lease, which is classified as an operating lease, generally requires variable lease payments based on the number of patrons attending the showtimes during which such advertising is shown. The lease agreement is considered short-term due to the fact that the nonconsecutive periods of use, or advertising time slots, are set on a weekly basis. The revenues earned under the ESA are reflected in other revenue on the consolidated income statements. The recognition of revenue related to the NCM screen advertising advances is recorded on a straight-line basis over the new term of the amended ESA through February 2041. Year Ended December 31, Remaining Maturity 2024 2025 2026 2027 2028 Thereafter Total NCM screen advertising advances (1) $ 10.5 $ 11.2 $ 12.0 $ 12.8 $ 13.7 $ 268.2 $ 328.4 (1) Amounts are net of the estimated interest to be accrued for the periods presented. Significant Financing Component As noted above, the Company received approximately $ 174.0 in cash consideration from NCM at the time of NCMI’s IPO and also periodically receives consideration in the form of common units (discussed at Common Unit F- 33 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Adjustments above) from NCM in exchange for exclusive access to the Company’s newly opened domestic screens under the ESA. Due to the significant length of time between receiving the consideration from NCM and fulfillment of the related performance obligation, the ESA includes an implied significant financing component, as per the guidance in ASC Topic 606. The interest expense was calculated using the Company’s incremental borrowing rates at the time the cash and each tranche of common units were received from NCM, which ranged from 4.4 % to 8.3 %. Effective September 17, 2019, upon the Company’s evaluation and determination that ASC Topic 842 applies to the amended ESA, the Company determined it acceptable to apply the significant financing component guidance from ASC Topic 606 by analogy as the economic substance of the agreement represents a financing arrangement. Summary Financial Information for NCMI/NCM The tables below present summary financial information for NCMI/NCM for its fiscal periods indicated: Year Ended Three Months Ended December 30, 2021 December 29, 2022 March 30, 2023 (1) Revenue $ 114.6 $ 249.2 $ 34.9 Operating income (loss) $ ( 68.6 ) $ 10.9 $ ( 30.6 ) Net loss $ ( 134.6 ) $ ( 69.8 ) $ ( 54.0 ) (1) Financial information for NCMI is presented for the latest reporting period available through which the Company accounted for its investment in NCMI under the equity method. As of December 29, 2022 March 30, 2023 (1) Current assets $ 148.6 $ 121.7 Noncurrent assets $ 628.2 $ 618.5 Current liabilities $ 97.5 $ 1,204.8 Noncurrent liabilities $ 1,161.6 $ 67.2 Members'/Total deficit $ ( 482.3 ) $ ( 531.8 ) (1) Financial information for NCMI is presented for the latest reporting period available through which the Company accounted for its investment in NCMI under the equity method. 10. INVESTMENTS IN AFFILIATES Below is a summary of activity for each of the Company’s affiliates for the periods indicated: AC JV, LLC DCDC FE Concepts Other (1) Total Balance at January 1, 2021 $ 3.7 $ 1.3 $ 18.3 $ 0.5 $ 23.8 Equity in income — 0.5 1.0 — 1.5 Other (1) — — — ( 0.1 ) ( 0.1 ) Balance at December 31, 2021 $ 3.7 $ 1.8 $ 19.3 $ 0.4 $ 25.2 Equity in income 3.4 — 1.2 — 4.6 Cash distributions received ( 2.9 ) — ( 4.0 ) — ( 6.9 ) Other (1) — — — ( 0.3 ) ( 0.3 ) Balance at December 31, 2022 $ 4.2 $ 1.8 $ 16.5 $ 0.1 $ 22.6 Equity in income 4.9 0.3 1.6 — 6.8 Cash distributions received ( 5.7 ) — — — ( 5.7 ) Other (1) — — — ( 0.1 ) ( 0.1 ) Balance at December 31, 2023 $ 3.4 $ 2.1 $ 18.1 $ - $ 23.6 (1) Consists primarily of mark-to-market adjustment on an investment in marketable securities. F- 34 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) AC JV, LLC During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators to provide additional programs to augment their feature film schedule. The Company paid event fees to AC of $ 6.2 , $ 13.3 and $ 16.0 for the years ended December 31, 2021, 2022 and 2023, respectively, which are included in film rentals and advertising costs on the consolidated statements of income (loss) of Holdings and CUSA. Also, the Company received cash distributions of $ 2.9 and $ 5.7 during the years ended December 31, 2022 and 2023, which were recorded as a reduction in the Company’s investment in AC. The Company accounts for its investment in AC under the equity method of accounting. Digital Cinema Distribution Coalition The Company is a party to a joint venture with certain exhibitors and distributors called Digital Cinema Distribution Coalition (“DCDC”). DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6 % ownership in DCDC. The Company paid approximately $ 0.6 , $ 0.5 and $ 0.6 to DCDC during the years ended December 31, 2021, 2022 and 2023, respectively, related to content delivery services, which is included in film rentals and advertising costs on the consolidated statements of income (loss) of Holdings and CUSA. The Company accounts for its investment in DCDC under the equity method of accounting. FE Concepts, LLC During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell. In December 2019, FE Concepts opened a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $ 20 and each have a 50 % voting interest in FE Concepts. The Company accounts for its investment in FE Concepts under the equity method of accounting. The Company has a theatre services agreement with FE Concepts under which it receives service fees for providing film booking and equipment monitoring services for the facility. The Company recorded $ 0.1 , $ 0.1 and $ 0.1 of related service fees during the years ended December 31, 2021, 2022 and 2023, respectively. During the years ended December 31, 2022 and 2023, the Company received cash distributions of $ 4.0 and $ 0.0 from FE Concepts. The cash distributions received were recorded as a reduction of the Company’s investment in FE Concepts. Additional Considerations The Company performs a qualitative impairment analysis for each of these equity investments annually during the fourth quarter. Based on the analysis performed, no impairment was recorded for the years ended December 31, 2021, 2022 and 2023 . F- 35 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) 11. GOODWILL AND INTANGIBLE ASSETS, NET The Company’s goodwill was as follows for the periods presented: U.S. Operating Segment International Operating Segment Total Balance at December 31, 2021 (1) $ 1,182.9 $ 65.9 $ 1,248.8 Foreign currency translation adjustments — 2.1 2.1 Balance at December 31, 2022 (1) $ 1,182.9 $ 68.0 $ 1,250.9 Disposition (2) — $ ( 4.2 ) ( 4.2 ) Foreign currency translation adjustments — 4.3 4.3 Balance at December 31, 2023 (1) $ 1,182.9 $ 68.1 $ 1,251.0 (1) Balances are presented net of accumulated impairment losses of $ 214.0 for the U.S. operating segment and $ 43.8 for the international operating segment. (2) Relates to the sale of the Company’s Ecuador subsidiary. See Note 8. Intangible assets activity and balances consisted of the following for the periods indicated: Balance at January 1, 2022 Additions Amortization Foreign Currency Translation Adjustments and Other (1) Balance at December 31, 2022 Intangible assets with finite lives: Gross carrying amount $ 81.7 $ — $ — $ ( 4.0 ) $ 77.7 Accumulated amortization ( 71.0 ) — ( 2.4 ) 0.2 ( 73.2 ) Total intangible assets with finite lives, net $ 10.7 $ — $ ( 2.4 ) $ ( 3.8 ) $ 4.5 Intangible assets with indefinite lives: Tradename and other 300.1 — — — 300.1 Total intangible assets, net $ 310.8 $ — $ ( 2.4 ) $ ( 3.8 ) $ 304.6 Balance at January 1, 2023 Additions (2) Disposals (3) Amortization Foreign Currency Translation Adjustments and Other (4) Balance at December 31, 2023 Intangible assets with finite lives: Gross carrying amount $ 77.7 $ — $ — $ — $ 0.1 $ 77.8 Accumulated amortization ( 73.2 ) — — ( 2.1 ) — ( 75.3 ) Total intangible assets with finite lives, net $ 4.5 $ — $ — $ ( 2.1 ) $ 0.1 $ 2.5 Intangible assets with indefinite lives: Tradename and other 300.1 0.4 ( 0.4 ) — 0.2 300.3 Total intangible assets, net $ 304.6 $ 0.4 $ ( 0.4 ) $ ( 2.1 ) $ 0.3 $ 302.8 (1) Includes foreign currency translation adjustments and an impairment recorded for a U.S. intangible asset during 2022. See Note 12 for discussion of impairment evaluations performed during the year ended December 31, 2022 . (2) Amount represents licenses acquired to sell alcoholic beverages for certain locations. (3) Relates to the sale of the Company’s Ecuador subsidiary. See Note 8 . (4) Includes foreign currency translation adjustments . F- 36 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Estimated aggregate future amortization expense for intangible assets is as follows: Year ended December 31, 2024 $ 2.0 Year ended December 31, 2025 0.5 Year ended December 31, 2026 — Year ended December 31, 2027 — Year ended December 31, 2028 — Total $ 2.5 12. IMPAIRMENT OF LONG-LIVED AND OTHER ASSETS The Company reviews for impairment indicators related to its long-lived assets on a quarterly basis and goodwill on an annual basis or whenever events or changes in circumstances indicate the carrying amount of those assets may not be fully recoverable. The Company performed a quantitative impairment analysis on its goodwill, tradename intangible assets and other long-lived assets, including theatre properties and right-of-use assets, as of December 31, 2023. See Note 1 for a discussion of the Company’s impairment policy and a description of qualitative and quantitative impairment assessments. Below is a summary of impairment charges for the periods indicated: Year Ended December 31, 2021 2022 2023 U.S. segment Theatre properties $ 6.4 $ 19.7 $ 6.6 Theatre operating lease right-of-use assets 6.8 34.0 7.1 Investment in NCM (1) — 113.2 0.7 Other — 3.9 — U.S. total 13.2 170.8 14.4 International segment Theatre properties 4.0 2.2 0.7 Theatre operating lease right-of-use assets 3.2 1.1 1.5 Intangible assets, net 0.4 — — International total 7.6 3.3 2.2 Total impairment $ 20.8 $ 174.1 $ 16.6 (1) See discussion at Investment in National CineMedia in Note 9 . For the years ended December 31, 2021, 2022 and 2023 , impairment charges were primarily due to the unprecedented impact of the COVID-19 pandemic on the theatrical exhibition industry and its ongoing recovery, as discussed in Note 3. 13. ACCRUED OTHER CURRENT LIABILITIES Accrued other current liabilities consisted of the following as of the periods presented: December 31, 2022 2023 Gift card liability (1) $ 64.5 $ 73.6 Subscription membership program liability (1) 58.4 77.3 Discount vouchers liability (1) 32.8 31.9 Other (2) 44.7 56.4 Total $ 200.4 $ 239.2 (1) See discussion at Revenue Recognition Policy in Note 5. (2) The only difference between accrued other current liabilities for Holdings, as presented above, and CUSA is an additional $ 0.3 and $ 0.1 in other as of December 31, 2022 and 2023 , respectively. F- 37 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) 14. LONG-TERM DEBT Long-term debt of Holdings and CUSA consisted of the following for the periods presented: December 31, 2022 2023 Cinemark Holdings, Inc. 4.50% convertible senior notes due 2025 $ 460.0 $ 460.0 Cinemark USA, Inc. term loan due 2030 ( see Senior Secured Credit Facility below ) 626.5 645.1 Cinemark USA, Inc. 8.75% senior secured notes due 2025 250.0 150.0 Cinemark USA, Inc. 5.875% senior notes due 2026 405.0 405.0 Cinemark USA, Inc. 5.25% senior notes due 2028 765.0 765.0 Other 10.1 7.0 Total long-term debt carrying value (1) $ 2,516.6 $ 2,432.1 Less: Current portion 10.7 7.8 Less: Debt issuance costs and original issue discount, net of accumulated amortization (1) 31.9 33.0 Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount (1) $ 2,474.0 $ 2,391.3 (1) The only differences between the long-term debt for Holdings, as presented above, and the long-term debt for CUSA are the $ 460.0 million 4.50 % Convertible Senior Notes due 2025 and the related debt issuance costs. The following table sets forth, as of the periods indicated, the total long-term debt carrying value, current portion of long-term debt and debt issuance costs, net of amortization for CUSA: December 31, 2022 2023 Total long-term debt carrying value $ 2,056.6 $ 1,972.1 Less: Current portion 10.7 7.8 Less: Debt issuance costs, net of accumulated amortization and original issue discount 22.9 27.5 Long-term debt, less current portion, net of unamortized debt issuance costs and original issue discount $ 2,023.0 $ 1,936.8 Fair Value of Long Term Debt The Company estimates the fair value of its long-term debt primarily using quoted market prices, which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35. The carrying value of the Company’s long term debt as of December 31, 2022 and 2023 is shown in the table above. The table below presents the fair value of the Company's long-term debt as of the periods presented: As of December 31, 2022 December 31, 2023 Holdings fair value (1) $ 2,210.5 $ 2,460.3 CUSA fair value $ 1,771.3 $ 1,903.8 (1) The fair value of the 4.50 % convertible notes was $ 439.2 and $ 556.5 as of December 31, 2022 and 2023 , respectively. 4.50% Convertible Senior Notes On August 21, 2020, Holdings issued $ 460.0 aggregate principal amount of 4.50 % convertible senior notes due 2025 (the “4.50% Convertible Senior Notes”). The 4.50% Convertible Senior Notes will mature on August 15, 2025 , unless earlier repurchased or converted in accordance with the indenture. Interest on the 4.50% Convertible Senior Notes is payable on February 15 and August 15 of each year. Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of Holdings’ common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights options or warrants entitling them to purchase shares at a discount to the recent average trading price of Holdings’ common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or F- 38 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ stock, (3) upon the occurrence of specified corporate events as described further in the indenture, or (4) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $ 18.66 per share ( 130 % of the initial conversion price of $ 14.35 per share), on each applicable trading day. Beginning May 15, 2025 , holders may convert their 4.50% Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will pay or deliver cash, shares of Holdings’ common stock or a combination of cash and shares of Holdings’ common stock, at Holdings’ election. The initial conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate is subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture governing the 4.50% Convertible Senior Notes occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 4.50% Convertible Senior Notes in connection with such make-whole fundamental change. The 4.50% Convertible Senior Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Senior Notes are structurally subordinated to all existing and future debt and other liabilities of our subsidiaries, including trade payables, and including CUSA’s 5.125% Senior Notes, 4.875% Senior Notes and the 8.75% Secured Notes, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement which are guaranteed by Holdings). The 4.50% Convertible Senior Notes rank equally in right of payment with all of Holdings’ existing and future unsubordinated debt, including all obligations under the Credit Agreement, which such Credit Agreement is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Senior Notes. The 4.50% Convertible Notes are not guaranteed by any of Holdings’ subsidiaries. Concurrently with the issuance of the 4.50 % Convertible Senior Notes, Holdings entered into privately negotiated convertible note hedge transactions (the “Hedge Transactions”) with one or more of the initial purchasers of the 4.50% Convertible Senior Notes or their respective affiliates (the “Option Counterparties”). The Hedge Transactions cover the number of shares of Holdings’ common stock that will initially underlie the aggregate amount of the 4.50% Convertible Senior Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes. The Hedge Transactions are generally expected to reduce potential dilution to Holdings’ common stock upon any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments Holdings may be required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be. Concurrently with entering into the Hedge Transactions, Holdings also entered into separate privately negotiated warrant transactions with Option Counterparties whereby it sold to Option Counterparties warrants to purchase (subject to the net share settlement provisions set forth therein) up to the same number of shares of Holdings’ common stock, subject to customary anti-dilution adjustments (the “Warrant Transactions”). The warrants could separately have a dilutive effect to the extent that the market value per share of Holdings’ common stock exceeds the strike price of the warrants on the applicable expiration dates unless, subject to the terms of the warrants, Holdings elects to cash settle the warrants. The exercise price of the warrants is initially $ 22.08 and is subject to certain adjustments under the terms of the warrants. Holdings received $ 89.4 in cash proceeds from the Warrant Transactions, which were used along with proceeds from the 4.50% Convertible Senior Notes, to pay approximately $ 142.1 to enter into the Hedge Transactions. Together, the Hedge Transactions and the Warrants are intended to reduce the potential dilution from the conversion of the 4.50% Convertible Senior Notes. The Hedge Transactions and Warrants are recorded in equity and are not accounted for as derivatives, in accordance with applicable accounting guidance. Senior Secured Credit Facility On May 26, 2023, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to provide for an aggregate principal amount of $ 775.0 , consisting of a $ 650.0 term loan with a maturity date of May 24, 2030 and a $ 125.0 revolving credit facility with a maturity date of May 26, 2028 . The term loan is subject to a springing maturity date of April 15, 2028 if CUSA’s 5.25 % Senior Notes due 2028 have not been paid or refinanced as required F- 39 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) under the Credit Agreement prior to such date. The revolving credit facility is subject to springing maturity dates of January 30, 2025, December 14, 2025 and April 15, 2028 if CUSA’s 8.75 % Senior Secured Notes due 2025, 5.875 % Senior Notes due 2026 and 5.25 % Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such dates, as more specifically described in the Credit Agreement. CUSA used the $ 632.7 net proceeds of the borrowings under the Credit Agreement to fund the $ 628.3 repayment of the term loan outstanding under the Credit Agreement prior to the amendment and restatement and accrued interest thereon, and for other general corporate purposes. As of December 31, 2023, there was $ 645.1 outstanding under the term loan. Under the Credit Agreement, quarterly principal payments of $ 1.6 are due on the term loan through December 31, 2030 , with a final principal payment of the remaining unpaid principal due on May 24, 2030 . The amended term loan was issued net of an original issue discount of $ 9.8 . CUSA also incurred a total of approximately $ 10.1 in debt issuance costs in connection with the amendment, which are reflected in the consolidated financial statements as follows: (i) $ 7.5 in debt issuance costs were capitalized and are reflected as a reduction of “Long-term debt, less current portion” on the Company’s consolidated balance sheet; and (ii) $ 2.1 of fees paid to lenders and $ 0.5 of legal and other fees are included in “Loss on debt extinguishment and refinancing” in the Company’s consolidated statement of income for the year ended December 31, 2023. As a result of the amendment, CUSA also wrote-off $ 4.7 of unamortized debt issuance costs associated with exiting lenders of the refinanced Credit Agreement. Interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate ("SOFR") as published by CME Group Benchmark Administration Limited and identified by Barclay's Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6 months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the "Term SOFR Rate"), subject to a floor of 0.50 % per annum, plus an applicable margin of 3.75 % per annum , or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00 % and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00 % (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50 % per annum, plus, in the case of this clause (ii), an applicable margin of 2.75 %. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of December 31, 2023 was approximately 7.1 % per annum, after giving effect to the interest rate swap agreements discussed below. Interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 3.00 % to 3.50 % per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00 % per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 2.00 % to 2.50 %. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of December 31, 2023, the applicable margin was 3.25 % , however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.20 % to 0.375 % per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.25 % at December 31, 2023. CUSA’s obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the “Other Guarantors”) and are secured by security interests in substantially all of CUSA’s, Holdings’ and the Other Guarantors’ personal property. The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0 for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter. As of December 31, 2023 , there were no revolving credit loans outstanding under the revolving line of credit, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was 0.3 to 1.0 . F- 40 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable. The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00 . If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00 , but not greater than 5.00 to 1.00 , Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of December 31, 2023, the Consolidated Net Total Leverage Ratio was 2.13 to 1.00 and the Available Amount was $ 599.1 . In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount. 5.875% Senior Notes On March 16, 2021, CUSA issued $ 405.0 aggregate principal amount of 5.875 % senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of CUSA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that remained outstanding after the tender offer. See further discussion of the tender offer below. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year. The 5.875% Senior Notes mature on March 15, 2026 . CUSA incurred debt issuance costs of approximately $ 6.0 in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheet. The 5.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt and are senior in right of payment to all of CUSA’s and its guarantors’ existing and future senior subordinated debt. The 5.875% Senior Notes and the guarantees are effectively subordinated to all of CUSA’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under CUSA’s Credit Agreement. The 5.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of CUSA’s subsidiaries that do not guarantee the 5.875% Senior Notes. The indenture to the 5.875% Senior Notes contains covenants that limit, among other things, the ability of CUSA 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, CUSA would be required to make an offer to repurchase the 5.875% Senior Notes at a price equal to 101 % of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.875% Senior Notes allows CUSA 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. Cinemark USA, Inc. may redeem the 5.875% Senior Notes in whole or in part at redemption prices specified in the indenture. 5.25% Senior Notes On June 15, 2021, CUSA issued $ 765.0 aggregate principal amount of 5.25 % senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of CUSA’s 4.875 % $ 755.0 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 F- 41 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) on July 15, 2028 . CUSA incurred debt issuance costs of approximately $ 10.7 in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheet. The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to CUSA’s and the guarantors’ existing and future senior debt, including borrowings under CUSA’s Credit Agreement (as defined below) and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement and CUSA’s 8.75 % senior secured notes due 2025, in each case to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50 % convertible senior notes due 2025 issued by Holdings. The indenture to the 5.25% Senior Notes contains covenants that limit, among other things, the ability of CUSA 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, CUSA would be required to make an offer to repurchase the 5.25% 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 5.25% Senior Notes allows CUSA 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 . Prior to July 15, 2024, CUSA 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, CUSA 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, CUSA 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. 8.75% Secured Notes On April 20, 2020, CUSA issued $ 250.0 in aggregate principal amount of 8.75 % senior secured notes due 2025 (the “8.75% Secured Notes”). The 8.75% Secured Notes mature on May 1, 2025 . Interest on the 8.75% Secured Notes is payable on May 1 and November 1 of each year. CUSA may redeem the 8.75% Secured Notes in whole or in part at redemption prices specified in the indenture. Prior to May 1, 2024, CUSA, Inc. may redeem all or any part of the 8.75% Senior Notes at its option at 102.188 % of the principal amount plus accrued and unpaid interest on the 8.75% Senior Notes to the date of redemption. On or after May 1, 2024, CUSA may redeem the 8.75% Senior Notes in whole or in part at 100 % of the principal amount plus accrued and unpaid interest on the 8.75% Senior Notes to the date of redemption. On May 1, 2023, CUSA redeemed $ 100.0 in principal amount of the 8.75 % Secured Notes plus accrued interest thereon for $ 106.6 in cash. Following the redemption, $ 150.0 in aggregate principal amount of the 8.75% Secured Notes remains outstanding. As a result of the redemption, CUSA recognized a loss on extinguishment of debt totaling $ 3.4 , which includes a $ 2.2 premium paid on the redemption of bonds and a $ 1.2 write-off of unamortized debt issuance costs, and is reflected in “Loss on debt extinguishment and refinancing” in the Company’s consolidated statement of income for the year ended December 31, 2023. The 8.75% Secured Notes are fully and unconditionally guaranteed on a joint and several senior basis by certain of CUSA’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 8.75% Secured Notes when they are due, CUSA’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 8.75% Secured Notes. F- 42 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) The indenture governing the 8.75% Secured Notes contains covenants that limit, among other things, the ability of CUSA 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 8.75 % Secured Notes, CUSA would be required to make an offer to repurchase the 8.75% 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 8.75% Secured Notes allows CUSA 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. 4.875% Senior Notes On May 21, 2021, Cinemark USA, Inc. issued a conditional notice of optional redemption to redeem the $ 755.0 outstanding principal amount of the 4.875% Senior Notes. In connection therewith, CUSA 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 “Redemption Date”). The redemption payment (the “Redemption Payment”) included $ 755.0 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 June 15, 2021, the indenture governing the 4.875% Senior Notes was fully satisfied and discharged. The Company recorded a loss on extinguishment of debt of $ 3.9 , which included the write-off of $ 3.3 of unamortized debt issuance costs and the payment of $ 0.6 in legal fees during the year ended December 31, 2021. 5.125% Senior Notes On March 16, 2021, CUSA completed a tender offer to purchase its previously outstanding 5.125% Senior Notes, of which $ 334.0 was tendered at the expiration of the offer. On March 16, 2021, CUSA also issued a notice of optional redemption to redeem the remaining $ 66.0 principal amount of the 5.125% Senior Notes. In connection therewith, CUSA 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 $ 66.0 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 Company recorded a loss on extinguishment of debt of $ 2.6 during the year ended December 31, 2021, which included the write-off of $ 1.2 of unamortized debt issuance costs and the payment of $ 1.4 in tender and legal fees. Additional Borrowings of International Subsidiaries During the years ended December 31, 2020 and 2021, certain of CUSA’s international subsidiaries borrowed an aggregate of $ 35.8 under various local bank loans, with original maturity dates ranging between November 2022 and January 2029. During the years ended December 31, 2022 and 2023, the Company repaid $ 21.5 and $ 4.1 , respectively, of these bank loans. The remaining bank loan outstanding at December 31, 2023 is for our Brazil subsidiary and matures in January 2029. The current interest rate on the remaining bank loan outstanding at December 31, 2023 is 4.0 % . 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, 2023, Cinemark USA, Inc. could have distributed up to approximately $ 3,556.8 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 the F- 43 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) indentures. Upon a change of control, as defined in the indentures, Cinemark 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 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, 2023 was 5.5 to 1 . See 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, 2023, the Company believes it was in full financial compliance with all agreements, including related covenants, governing its outstanding debt. Debt Maturity Holdings' long-term debt, excluding unamortized debt issuance costs, at December 31, 2023 matures as follows: 2024 $ 7.8 2025 617.7 2026 412.7 2027 7.7 2028 772.7 Thereafter 613.5 Total (1) $ 2,432.1 (1) The only difference between the long-term debt maturity payments for Holdings, as presented above, and those for CUSA is the $ 460.0 repayment of Holdings’ 4.50 % Convertible Senior Notes in 2025. Interest Rate Swap Agreements Effective May 31, 2023, in conjunction with the amendment of its Credit Agreement, the Company amended its three then existing interest rate swap agreements to update the reference rate from LIBOR to Term SOFR, and the Company applied the optional relief provided in FASB ASC Topic 848 prospectively to account for this modification. Topic 848 provides optional expedients that allow an entity not to dedesignate an existing hedging relationship when critical terms of the agreement are modified, but rather allow an existing hedging relationship to continue when one or more of the critical terms in the existing hedging agreement change because of reference rate reform. Therefore, the Company did not dedesignate the hedging relationship due to the amendment of its existing interest rate swap agreements on May 31, 2023, and accumulated losses due to the fair value adjustments on the interest rate swaps remained in other comprehensive income. Effective November 30, 2023, the Company amended and extended its then existing $ 175.0 notional amount interest rate swap agreement to extend the maturity date to December 31, 2026 . Upon amending the interest rate swap agreement effective November 30, 2023, the Company determined that the interest payments hedged with the agreement are still probable to occur, therefore the gain that accumulated on the swap prior to the amendment of $ 5.1 is being amortized to interest expense through December 31, 2024, the original maturity date of the swap. Approximately $ 4.5 , $ 4.5 and $( 6.4 ) was recorded in amortization of accumulated losses (gains) for amended swaps in the consolidated income statement for the years ended December 31, 2021, 2022 and 2023, respectively. The fair values of the interest rate swaps are recorded on the Company’s consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. The changes in fair value are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings. The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparty to the interest rate swap agreement and the fixed rates that the Company is obligated to pay under the agreement. Therefore, the Company’s measurements use significant unobservable inputs, which fall in Level 2 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35. F- 44 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Below is a summary of the Company’s interest rate swap agreements designated as cash flow hedges as of December 31, 2023: Estimated Fair Value at Notional December 31, Amount Pay Rate Receive Rate Expiration Date 2023 (1) $ 137.5 (2) 2.15 % 1-Month Term SOFR December 31, 2024 $ 3.5 $ 137.5 (3) 2.08 % 1-Month Term SOFR December 31, 2024 3.5 $ 175.0 3.20 % 1-Month Term SOFR December 31, 2026 2.9 Total $ 9.9 (1) Approximately $ 9.7 of the total is included in prepaid expenses and other and $ 0.2 is included in deferred charges on the consolidated balance sheet as of December 31, 2023 . (2) In January 2024, the Company amended and extended one of its two then existing $ 137.5 notional amount interest rate swap agreements to amend the pay rate to 3.17 % and extend the maturity date to December 31, 2027 , effective January 31, 2024 . (3) In February 2024, the Company amended and extended the second of its two then existing $ 137.5 notional amount interest rate swap agreements to amend the pay rate to 3.21 % and extend the maturity date to December 31, 2026 , effective February 29, 2024 . 15. FAIR VALUE MEASUREMENTS The Company determines fair value measurements in accordance with FASB ASC Topic 820, which establishes a fair value hierarchy under which an asset or liability is categorized based on the lowest level of input significant to its fair value measurement. The levels of input defined by FASB ASC Topic 820 are as follows: Level 1 – quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date; Level 2 – other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – unobservable and should be used to measure fair value to the extent that observable inputs are not available. F- 45 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Below is a summary of assets measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as of the periods presented: As of Carrying Fair Value Description December 31, Value Level 1 Level 2 Level 3 Interest rate swap assets (1) 2022 $ 20.4 $ — $ 20.4 $ — Interest rate swap assets (1) 2023 $ 9.9 $ — $ 9.9 $ — Investment in NCMI (2) 2023 $ 18.1 $ — $ 18.1 $ — (1) See further discussion of interest rate swaps at Note 14. (2) See further discussion of investment in NCMI at Note 9. The Company also uses the market and income approach for fair value measurements on a nonrecurring basis in the impairment evaluations of its long-lived assets (see Note 1 and Note 12). Additionally, the Company uses the market approach to estimate the fair value of its long-term debt (see Note 14). There were no changes in valuation techniques during the period. There were no transfers in or out of Level 1, Level 2 or Level 3 during the years ended December 31, 2021, 2022 and 2023 . 16. FOREIGN CURRENCY TRANSLATION The accumulated other comprehensive loss account in Holdings’ stockholders’ equity of $ 353.2 and $ 363.9 and CUSA’s stockholder’s equity of $ 356.3 and $ 366.7 , each at December 31, 2022 and 2023, respectively, each primarily includes cumulative foreign currency net losses of $ 389.8 and $ 384.9 , at December 31, 2022 and 2023, from translating the financial statements of the Company’s international subsidiaries and the cumulative changes in fair value of the interest rate swap agreements that are designated as hedges. As of December 31, 2023 , all foreign countries where the Company has operations are non-highly inflationary, other than Argentina. In non-highly inflationary countries, the local currency is the same as the functional currency and any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss. The Company deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. The financial information 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. During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies and to remit foreign currency out of Argentina. As a result of these currency exchange controls, markets in Argentina developed a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars out of and into Argentina. In a Blue Chip Swap transaction, an entity buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina, to access U.S. dollars locally, or outside of Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue Chip Swap Rate). The Blue Chip Swap rate is the implicit exchange rate resulting from the Blue Chip Swap transaction. The Blue Chip Swap rate can diverge significantly from Argentina’s official exchange rate. During the year ended December 31, 2023, the Company entered into Blue Chip Swap transactions that resulted in a loss of approximately $ 12.4 which is reflected in “Foreign currency exchange and other related loss” in the Company’s consolidated statement of income for the year ended December 31, 2023. F- 46 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Below is a summary of the impact of translating the financial statements of the Company’s international subsidiaries for the periods presented. Other Comprehensive Income (Loss) Exchange Rate as of December 31, Year Ended December 31, Country 2021 2022 2023 2021 2022 2023 Brazil 5.57 5.29 4.85 $ ( 4.7 ) $ 2.7 $ 5.5 Colombia 3,981.16 4,810.19 3,885.85 ( 0.1 ) — 1.20 Chile 852.02 852.00 879.54 ( 10.9 ) 0.3 ( 3.1 ) Peru 4.02 3.81 3.75 ( 2.8 ) 1.3 0.3 All other ( 0.3 ) 0.3 1.0 $ ( 18.8 ) $ 4.6 $ 4.9 As noted above, beginning July 1, 2018, Argentina was deemed highly inflationary. The impact of translating Argentina’s financial results to U.S. dollars, subsequent to June 30, 2018, has been recorded in foreign currency exchange gain (loss) on the Company’s consolidated statements of income (loss). A foreign currency exchange gain (loss) of $ 0.2 , $ 8.5 , and $( 24.2 ) , excluding the impact of the Blue Chip Swap transactions noted above, was recorded for the years ended December 31, 2021, 2022 and 2023 , respectively. 17. NONCONTROLLING INTERESTS IN SUBSIDIARIES Noncontrolling interests in subsidiaries of the Company were as follows as of the periods presented: December 31, 2022 2023 Cinemark Partners II $ 7.7 $ 7.4 Laredo Theatres 0.2 0.3 Greeley Ltd. 0.9 0.8 Other 0.5 0.5 Total $ 9.3 $ 9.0 There were no changes in the Company’s ownership interest in these subsidiaries during the years ended December 31, 2021, 2022 and 2023 . 18. CAPITAL STOCK Common Stock - Holdings Common stockholders are entitled to vote on all matters submitted to a vote of the Holdings’ stockholders. Subject to the rights of holders of any then outstanding shares of Holdings’ preferred stock, Holdings’ common stockholders are entitled to dividends declared by Holdings’ board of directors. The shares of the Holdings’ common stock are not subject to any redemption provisions. Holdings has no issued and outstanding shares of preferred stock. Holdings’ ability to pay dividends is effectively limited by its status as a holding company and the terms of CUSA’s indentures and senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to Holdings. See Note 14 for discussion of restrictions contained within the debt agreements of CUSA. F- 47 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) Treasury Stock - Holdings Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. Holdings has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the years ended December 31, 2021, 2022 and 2023. Number of Treasury Shares Cost Balance at January 1, 2021 5.05 $ 87.0 Restricted stock withholdings (1) 0.24 4.1 Restricted stock forfeitures (2) 0.06 — Balance at December 31, 2021 5.35 $ 91.1 Restricted stock withholdings (1) 0.26 4.3 Restricted stock forfeitures (2) 0.07 — Balance at December 31, 2022 5.68 $ 95.4 Restricted stock withholdings (1) 0.22 2.9 Restricted stock forfeitures (2) 0.10 — Balance at December 31, 2023 6.00 $ 98.3 (1) Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vest dates. Below is a summary of the range of market values per share on the vest dates for the years indicated: Year Ended December 31, 2021 2022 2023 Market Values $ 15.21 to $ 24.14 $ 12.11 to $ 18.3 3 $ 11.16 to $ 18.36 (2) Holdings repurchased forfeited restricted shares at a cost of $ 0.001 per share in accordance with the 2017 Omnibus Plan. As of December 31, 2023, Holdings had no plans to retire any shares of its treasury stock. Common and Preferred Stock - CUSA CUSA has 1.5 shares (in thousands) of Class A common stock and 182.6 shares (in thousands) of Class B common stock outstanding, all of which are held by Holdings. Holders of Class A common stock have exclusive voting rights . Holders of Class B common stock have no voting rights except upon any proposed amendments to the articles of incorporation . However, they may convert their Class B common stock, at their option, to Class A common stock. In the event of any liquidation, holders of the Class A and Class B common stock will be entitled to their pro-rata share of assets remaining after any holders of preferred stock have received their preferential amounts based on their respective shares held. CUSA has 1.0 shares of preferred stock, $ 1.00 par value, authorized with none issued or outstanding. The rights and preferences of preferred stock will be determined by the CUSA Board of Directors at the time of issuance. CUSA’s ability to pay dividends is effectively limited by the terms of its indentures and its senior secured credit facility, which also significantly restricts the ability of certain of CUSA’s subsidiaries to pay dividends directly or indirectly to it. See Note 14 for a discussion of restrictions contained within CUSA’s debt agreements. Restricted Stock Below is a summary of restricted stock activity for the years ended December 31, 2021, 2022 and 2023: Year Ended Year Ended Year Ended December 31, 2021 December 31, 2022 December 31, 2023 Shares of Restricted Stock Weighted Average Grant Date Fair Value Shares of Restricted Stock Weighted Average Grant Date Fair Value Shares of Restricted Stock Weighted Average Grant Date Fair Value Outstanding at January 1 1.43 $ 21.11 1.99 $ 21.73 1.85 $ 20.64 Granted 1.24 $ 21.91 0.88 $ 16.40 1.38 $ 12.07 Vested ( 0.62 ) $ 20.92 ( 0.95 ) $ 19.13 ( 0.78 ) $ 21.04 Forfeited ( 0.06 ) $ 18.96 ( 0.07 ) $ 18.91 ( 0.10 ) $ 16.40 Outstanding at December 31 1.99 $ 21.73 1.85 $ 20.64 2.35 $ 15.67 F- 48 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) During the year ended December 31, 2023, Holdings granted 1.4 shares of its restricted stock to certain CUSA employees and to Holdings’ directors. The fair value of the restricted stock granted was determined based on the market value of the Holdings’ common stock on the grant dates, which ranged from $ 11.19 to $ 19.07 per share for the 2023 grants. The Company assumed forfeiture rates ranging from 0 % to 10 % for the restricted stock awards granted in 2023 . The restricted stock granted to employees vests over periods ranging from one to three years based on continued service. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted stock is prohibited during the restriction period. Below is a summary of restricted stock award activity recorded for the periods indicated. Year Ended December 31, 2021 2022 2023 Compensation expense recognized during the period: CUSA employees (1) $ 22.0 $ 14.8 $ 15.1 Holdings directors 0.9 1.0 1.2 Total recognized by Holdings $ 22.9 $ 15.8 $ 16.3 Fair value of vested restricted stock held by: CUSA employees $ 9.7 $ 15.3 $ 9.1 Holdings directors 1.3 0.6 1.3 Holdings total $ 11.0 $ 15.9 $ 10.4