Good morning. My name is Dennis and I will be your conference operator today. At this time, I would like to welcome everyone to the Cinemark second quarter 2008 earnings call. (Operator Instructions) I will now turn the call over to Ms. Nikki Sacks with ICR. Please go ahead, Madam.

Thank you and welcome to Cinemark's fiscal second quarter 2008 earnings call. Before we begin, let me remind you that in accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the company notes that certain matters to be discussed by members of management during this call may constitute forward-looking statements. Such statements are subject to risk, uncertainties, and other factors that may cause the actual performance of Cinemark to be materially different from the performance indicated or implied by such statements. Such risk factors are set forth in the company’s SEC filings. Today, Cinemark's CEO, Alan Stock, and CFO, Robert Copple, will be discussing the second quarter results. I will now turn the call over to Alan.

Thank you, Nikki. On today’s call, I will comment on the industry and Cinemark's second quarter 2008 results, the outlook for the upcoming film slate, and provide an update on Cinemark's digital cinema and 3D strategy. During the second quarter, the strong slate of movies released at the end of May and throughout June helped contribute to a 4% year-over-year increase in our admission revenues and a 2.2% year-over-year increase in our concession revenues, driving a 3.9% improvement in total revenues and a 2.9% increase in adjusted EBITDA. According to industry sources, domestic admission revenues for the quarter ended June 30, 2008 finished up 1.2% to 1.6%. This is generally above expectations heading into the quarter. We are pleased that our growth in admission revenues outperformed the latest industry estimates. This box office growth was driven by a strong and diverse film slate that appealed to a wide variety of patrons and reflected the defensive nature of this industry in a slow economic cycle. We are especially pleased to see the box office perform well during the quarter that featured many non-sequel films. Despite the three successful sequel films in 2007 that grossed over $300 million each, namely Spider-man 3, Shrek 3, and Pirates of the Caribbean 3, Hollywood created at least five potential new film franchises and delivered compelling product during the quarter, with Iron Man, Kung Fu Panda, Sex and the City, Wanted, and Get Smart, all of which were widely attended by audiences. The month of June was especially strong and included family favorite WALL•E and the comic book remake of The Incredible Hulk. Additionally, Iron Man and Indiana Jones: The Kingdom of the Crystal Skull, which were both released in early to mid-May, each grossed over $300 million during the quarter. While the third quarter also…

Thanks, Alan. I will review our second quarter 2008 financial performance in more detail and discuss our balance sheet. During the second quarter, we increased our admissions revenues 4% to $294.4 million, and grew our concession revenues 2.2% to $141.5 million. As a result, our total revenues increased $17.2 million, or 3.9%, to $457.2 million. This performance was driven by an 8.3% increase in average ticket prices and a 6.4% increase in concession revenues per patron, partially offset by a 4.1% decline in attendance. Box office per average screen for the period was up 0.4% over 2007. Adjusted EBITDA for the quarter was $99.8 million, which represented a 2.9% increase over the prior year and a 21.8% adjusted EBITDA margin. On a segment basis for the quarter, our U.S. operations generated admissions revenues of $234.3 million, representing 4% growth over 2007. Concession revenues grew to $114.3 million, a 1.4% increase over 2007. A slight decline in attendance of approximately 0.8% was offset with price increases in both concessions and box office prices. Average ticket prices for our domestic operations increased approximately 4.8%, resulting in an increase in admission revenues per screen of 1.4% over 2007. Concession revenues per patron increased approximately 2.1%. Our total domestic revenues improved by $11.1 million, or 3.2% year over year. Our international operations generated admissions revenues of $60.1 million, which were 3.8% higher than 2007, and concession revenues of $27.2 million, which were 5.8% higher than 2007. Average ticket prices for our international operations increased 17.3% over 2007 and concession revenues per patron increased approximately 19.5%. Our total international revenues increased $6.1 million, or 6.6% year over year, despite an 11.9% decline in attendance. As you may recall, our performance in our international segment in Q1 significantly outperformed the domestic box office for the same…

(Operator Instructions) Your first question will come from the line of Eric Handler with Lehman Brothers.

Thanks. Good morning. A couple of quick items; the price increases you had for ticketing, as well as per cap spending on concessions was pretty substantial relative to your domestic increases. Besides the currency impact, is there anything going on in Latin America that’s allowing you to take such big increases? And then secondly, if you start rolling out digital and 3D towards the end of this year, when you look at Monsters Versus Aliens at the end of the first quarter, how many 3D projection systems do you feel you can get up by then? And how many 3D do you have right now?

Okay, we’ll separate those and -- first on the price increases internationally, there’s not necessarily anything unusual happening in the international markets, other than again, the whole benefit of our international strategy has been one of diversification. That clearly has benefited us with respect to when you have a weaker U.S. economy, we do get the benefit of currency benefits in Latin America, the Latin America economy overall is an incredibly strong economy, especially the South America, with Brazil being our biggest country. And so it has allowed us to put through normal price increases down there, some of them may be higher than historic amounts but definitely higher than the U.S., especially with respect to concessions. And so again, it’s just created a nice balance to our overall company and ability to continue to drive overall numbers. Alan, do you want to talk about digital a little bit?

I think, Eric, the question on 3D and the rollout, obviously it has a lot to do with how many we can get in time for Monsters Versus Aliens would depend obviously on when we get started and what timeframe the DCIP venture gets finished up. But I think as Regal previously stated and as we look at it, it’s really a function of how many people you deploy and use to get those 3D screens out. On a full digital basis, I think it’s estimated that we can approximately do around 200 a month on the digital. Then you just determine how many and how you proceed forward on a 3D rollout. I think we are all a little trying to figure out right now the timing and how we roll those out. It depends on how many teams we deploy. There’s many factors that roll into that. Currently Cinemark has -- actually, by the end of the year we will have approximately 74 3D screens, as we open and finish out some of the things that are in the middle of ongoing for us right now. I think again, as I heard previously, Mr. Katzenberg had announced that they should have as an industry 2,500 to 3,000 3D screens for Monsters Versus Aliens. I would say that certainly is still possible, as I look at how DCIP could roll out their things and how the industry is going to react. So probably still a little bit early though right now to tell you exactly how many, because we would have to roll that plan out and determine what’s best economically for us to do that.

Okay. Thank you.

Your next question will come from the line of Hunter DuBose with Morgan Stanley.

The first question I have for you is I just want to clarify that your plans for opening screens for the remainder of the year domestically, I think you pointed towards 80 further new screen openings. Can you also comment on the plans for closing screens during that period and also, subsequent to 2008?

Hunter, I would tend to say with respect to -- the opening is still consistent with where we are. We clearly are seeing in the real estate market some delays in projects, especially as we look out further into 2009. A lot of 2008 projects are really obviously underway. Even some of those screen counts could be pushed into early 2009, just because of the general market conditions out there that we are seeing in the developer community. I think overall when you look at openings and closures, that we would expect to probably see with respect to closures, probably about maybe 20 more screens this year. I think that would probably be a ballpark to offset against what you are looking at. And again, some of that will depend -- we do have a few projects that we are closing an older facility, opening a new facility in the area, not necessarily one-for-one type deal, but that will again depend on just the ultimate timing of when that new build is ready.

Okay, and then do you have a view about closures from 2009?

You know, I think we have generally said that we would proceed somewhere in the -- per year around 50 screens. I think that’s probably reasonable outside of something that would come up, outside of sales. I mean, that would kind of be our normal run-rate, somewhere in there.

Okay, now on the subject of concessions margins, how high do corn commodity prices and sugar prices have to go before you would be concerned about your concessions margins?

Hunter, I think I would answer again -- we historically, and there is no reason to think any differently in the future, have always been able to manage increases in -- for our concession products inside of how we increase our prices. So we are obviously always watching what is going on with any of our price increases but the nature of what we sell and how we manage that business, we do not feel like there is any reason to believe that we can’t control and keep those margins where they historically have been in a relative basis.

Hunter, also on the new builds that we talked about in 2008, and I think we actually had talked about this in Q1, if I recall, but the majority -- actually, the vast majority of those, if not all, will be in the Q4 timeframe as far as the timing of the opening, so --

The implication being fewer openings in Q3?

Yes.

Okay, got it. That’s helpful. And then the other question I had for you is can you give us some kind of guidance as to the per screen CapEx requirements for the deployment of Real D?

You know, it’s still being finalized. I mean, in reality the DCIP negotiations are -- well, we’ve signed the first agreement and we think that has created significant momentum to get this finalized and get it to market and get it funded. That’s not complete yet. As we’ve said before, we are trying to minimize obviously our cost in that and balance it where the benefits are with all the parties involved. But there’s no final numbers on that yet.

Okay, sorry, just to clarify -- is Real D, are you suggesting that Real D may now actually become a part of DCIP as well?

I’m sorry. I thought you were talking -- I thought you said digital. I didn’t realize you had said Real D. On the 3D side, we’ll probably give better guidance later. I mean, we are under a confidentiality agreement in how we negotiated that with Real D and as far as what the specific nature of it is but we will provide guidance as time goes on to the extent there is a cost for us.

Okay, and in terms of the [inaudible] screens that are part of the deal that you’ve announced with Real D, a quick back-of-the-envelope calculation suggests that’s about 30% of your domestic and international screens. I think historically the number that’s been thrown around by people in the industry is more like 20% of the screens. Does that imply that you are a little bit more bullish about the 3D opportunity, or are you just creating some wiggle room there that you may grow into or you may not?

I think probably it’s more of the latter there, that we are just making sure we get covered. I think as our announcements talked about, it was presumably an up to number of, you know, 1,500 or so screens. We just want to make sure we along with the Real D guys really evaluate what the potential is, where it’s going, how many screens are needed. And we certainly want to maximize on it, so there’s -- you know, as there’s being a lot of excitement around it, I think we are just being cautious here that we are covering ourselves, that we could potentially go to that number.

Okay, and can you comment on whether this is an exclusive arrangement with Real D or might you be considering alternative companies’ 3D offerings as well?

I think we are just trying to make sure. As we stated, Hunter, we’re under a confidentiality -- I think right now, we’re able to tell you it is an exclusive deal with Real D.

Okay, great. That’s all I have for you guys. Thank you very much.

Your next question will come from the line of Barton Crockett with J.P. Morgan.

Okay, great, thanks for taking the question. Let me see -- the first thing I wanted to ask you just to give me your thoughts about Katzenberg’s aspiration to have a $5 up-charge for his movies in 3D. Does that feel like the right price for you or might you try and push back on that, or what do you think about that?

I think certainly our job is just to evaluate each picture and the situation and try to determine what’s best for us and for the film in how we proceed forward. And I think obviously Jeffrey is out there trying to make sure that people recognize, in my opinion, that what they are making and the quality of these films and what they are after today is just something better than has ever been released before and he wants to make sure people recognize that there is a premium out there. I mean, it’s a little difficult to sit here right now and say is that $2, $3, $5, $8 -- where should that number go? And we really have to evaluate ticket price increases and what those premiums might be on a theater-by-theater basis, on a regional, on a -- you know, on a basis for our company. So I think again, at the end of the day as we’ve shown in the past and we believe in the future there is definitely a price premium that can pay for these 3D films and I believe that the quality and what’s coming up product wise with these three films certainly commands a good number for us. As you look at history, all I can tell you is, and you look at what happened with Hannah Montana, Hannah was getting probably an $8 to $10 ticket price premium. So what does that mean and how does that relate to Mr. Katzenberg’s films, Monsters Versus Aliens? We again feel that the quality and the potential in where this is going certainly justifies a decent and a good price premium.

Okay, and I was wondering, in your comments I think you said you looked at the fourth quarter and you felt pretty good about some of the movies coming out. Can you go a little bit further? In other words, do you feel optimistic that we could see actually year to year growth in industry box office in the fourth quarter based on the mix you see?

Again, we as a company have not given guidance toward the fourth quarter. All we can really tell you is as we look at it, as you look at it, I think the general consensus is there’s some pretty good film in the fourth quarter and people are excited about it. So you are the one that will have to make and everyone else have to make some judgment calls as to what potentially those films can do but all we can tell you is the footage and the things we’ve seen and understanding a little bit about that fourth quarter film, you know, there’s certainly potential that it will generate excitement and will be a good quarter for us.

Okay, and I wanted to ask if you can give two specific numbers -- one of the, can you tell us -- I know you said you expect to have 74 3D screens by the end of the year. How many do you have now or did you have for the opening of Journey?

When Journey opened, we had approximately, through the opening of Journey approximately 57. And then we’ve got a handful more because we’ve got some new openings and a few things that are occurring, so the next 3D film that opens is Fly Me to the Moon, which that’s kind of where we’re getting that approximately 74-ish number for us.

Okay. And then can you tell us how much FX lifted your international revenues in the quarter?

We didn’t calculate kind of a net basis but if I took the FX prices that are the -- if I took out the FX impact for concessions, and again -- maybe let me step back a minute. The reason I mentioned look at year-to-date is Easter was important. We do have some films that opened in the U.S. in Q2, especially towards the end of Q2, that some opened in -- it’s not that something did not fully open; it’s that maybe a movie opened in Mexico and didn’t open yet in Brazil, or something opened in Brazil and didn’t open yet in Mexico. That did have an impact, again if I looked at it as a total year-to-date that pushed some of our attendance that if you were in the U.S. would have been in the U.S. in Q2 that will go to Q3. But even at that, I think if you look at year-to-date, you will find that international has easily performed as well as any domestic company has, and actually better. The FX adjusted, let’s say so I just did a year over year comp, if I took our average ticket price, it would be a little over 4%. If I took our concession per cap, it would be again on a year-to-date basis, it would be up around 7.5%.

That would be constant currency?

Yeah, that would be at constant currency.

Both of those? Okay. That’s great. Thanks a lot.

Again, compared to the U.S., pretty healthy increases and if you take what attendance was internationally year-to-date, you will find that you would significantly outperform the U.S.

Okay. All right, that’s great. Thanks a lot.

Your next question will come from the line of Jeff Logsdon with BMO Capital.

Thank you. Could you take a little time to talk about international film rental costs? I think the domestic side is pretty well-understood by most -- close, down a little bit, up a little bit from the U.S.? And does it fluctuate a little more on a per film basis?

You know, really the international film rental, and again they are very consistent, it’s really done more so probably on a country by country basis, so each country can vary on historically what those numbers are. But having said all that, the way film is settled, the way we approach it and how it goes about being done is similar here to the U.S. The numbers just vary by country based on different reasons for that. So we settle it very much the same way and work through it very much the same way.

It is -- I mean, the [concept] is the same. We do actually have lower film rentals internationally than we do domestically.

And it historically, that’s the way it’s always been, just because of the nature of the countries and how they are developed and the way it’s been, and it doesn’t -- again, it hasn’t significantly changed in the past, nor do we foresee it to change in the future.

Internationally, do you do much co-operating profit advertising or are you -- is it much more dependent upon the studio or distributor that may have pre-bought that particular film?

No, we don’t do much co-op advertising. Most of the international obviously campaigns in the way they release and how they advertise their film product is driven by the studios and we do not participate in much of that.

And then lastly, it looks like the international concessions per patron are accelerating exceptionally rapidly. Is this something we can keep watching for? Is this more demand driven? Is it pricing driven? The increase seems far in excess of what we are seeing here in the U.S.

You know, I want to say that it’s a trend that I would suggest people use in their models if you are going out two, three years. I think it’s something that really is, with the U.S., if you go back to the U.S. last year, we all had significant price increases. They are lower this year because of the economy. We have fortunately been able to keep our U.S. prices moving up but on the international side, we don’t have the same pressures as what we are seeing in the U.S. Clearly there’s cost pressures just everywhere in the world but we are able to move up from an economic point of view the prices better internationally. I don’t know I’d say that when we are looking at 7% type increases that that is something I can sustain over a long period of time. And again, I mentioned the 7% earlier; when you get higher than that, it’s an FX benefit so clearly the FX is just going to be subject to whatever is happening to the U.S. economy versus the Latin American economies. But I would tend to say it -- you know, we’ve generally told people that our international performance on average when you look at a year should be similar to the domestic performance. We think there’s more growth potential down there and some opportunities, especially in this kind of economic environment, to push the revenues and hopefully EBITDA better internationally, just because you aren’t seeing the same problems. But it’s not by its nature an asset that I will be able to push price or anything out significantly more than generally on average what should happen in the U.S.

Great. Thank you.

Your next question will come from the line of Jake Hindelong with Monness, Crespi, Hardt. Jake Hindelong - Monness, Crespi, Hardt & Co.: Good morning. Thanks for taking the questions. First, could you give us an idea of how the international attendance growth is trending quarter to date? We are almost halfway through the quarter here.

That’s not something we generally provide. Sorry about that, Jake, but again as we did say, and I guess a little bit of a lead-in to it is there were movies that were in the U.S. at the end of Q2 which we mentioned some of them -- Zohan, some of those, actually even Panda was not fully released in Latin America in Q2, and so those -- you know, Latin America will have the benefit of some films that we did not see in the U.S. Probably the flip side of it is September tends to be a slower period worldwide. Once you get to your film releases -- July, August, and then September is generally a slower film release period, so I think some of the fluctuation we’ve seen probably will wash itself out by that period. But clearly we will get some benefit for some of the movies that we saw perform well in the U.S. that just hit in generally July internationally. Jake Hindelong - Monness, Crespi, Hardt & Co.: Okay, great. Thanks, and then just on 3D, I think Alan mentioned a screen-by-screen rollout. Would that indicate possibly two passes through the theaters and rolling out 3D as quickly as possible?

Again, that’s something we’ll have to evaluate as we get the things finalized with DCIP. That is certainly a possibility but not sure that’s the best way to do it, and so really what we have to determine is economically for us and based on the films that are coming up and how we roll these things out, I mean, that’s certainly one of the possibilities we have looked at, is the ability to accelerate the 3D side of the equations for films, and it’s something we will entertain and look at as we finish up our DCIP agreements and determine the best way for us to proceed. Jake Hindelong - Monness, Crespi, Hardt & Co.: And just in general, the studio count has been an issue, hopefully getting up to four, I guess, for the DCIP. Would you expect one large announcement or is the information just going to continue to trickle into the market as far as you would expect?

Again, it would depend on timing. We are obviously negotiating these things on a studio-by-studio basis, so that really is function of how those agreements get finished up and whether there’s multiple announcements or individually, not really sure yet but as we stated previously, we are making good progress with the studios and feel comfortable that it is making, moving in a very positive direction and certainly we know that by signing one of the studios up that that motivates the other studios and motivates all of us to continue to drive this thing forward. Jake Hindelong - Monness, Crespi, Hardt & Co.: Okay, great, thanks. And then just one last quick one -- the NCM distribution, was that largely tax receivable? This tends to be the lowest quarter for that.

Yes, the majority of that was the tax receivable, or maybe not a majority but a big part of that was the tax receivable. Jake Hindelong - Monness, Crespi, Hardt & Co.: Very good. Thanks, guys.

(Operator Instructions) Your next question will come from the line of John Langston with Hodges Capital.

That last question actually answered what I was getting at -- I’m assuming that the digital rollout and then converting those digital screens to 3D screens is actually a separate process.

Well, in a perfect world, what you are going to do is in the process of rolling out your digital and converting the things over, you would like to just do 3D along the same timeframe. If you had, in a perfect world, you could to it under the best economic way to do it, because your teams are in there, you are doing the conversion, and you add those pieces and you do it. But as was asked, it’s certainly to go in there and not convert every screen in the complex but to convert a few screens in the complex for the purpose of 3D and then move on. But what you are obviously doing at that point in time is losing some of the efficiencies of having your crews and your team and the work already underway and the conversion going on. So that’s when we describe -- to get 3D, you of course have to realize that I have to convert that projector over to a digital projector. So while I am doing that, it’s just really a function of do I convert a few screens in the complex and then move on to another one and another one? Or do I maximize the efficiencies and convert all of them in that complex and just do 3D as I am going through that process?

That’s probably a pretty extensive that you will all have to eventually one day go through. I guess in the short-term it might -- just off the cuff, it would seem that it might make more sense to at least get some digital and some 3D in all of your theaters to kind of maximize the short-term revenue possibilities. Is that an analysis and something that you all are going to do as the plans are kind of ironed out and that you all will disclose publicly?

Well again, I’m not sure what we will be able to disclose or how we will disclose it. I think what we are trying to make sure, as you just stated, it is a fairly complex analysis to make sure we are best utilizing our teams, our people, how we roll this thing out, that we are making sure that we are ready for 3D films that are coming down the pipeline and granted, we already have some 3D screens out there, so we’ve got to put that into the mix and just determine all these things. But at the end of the day, we are of course about maximizing shareholder value, about making it make sense for all of it and so we certainly don’t want to go out and waste money just in the extent of short-term problem but on the flip side, we also want to maximize; if there’s potential and benefit for that, then we want to make sure. So as you stated, it is a fairly complex analysis and really, we can’t totally begin all of that. We’ve spent a fair amount of time on it but really, the key here is when that whole thing gets started and when the rollout and the finishing of DCIP, that’s what’s the critical piece at the moment.

Okay. Is there anything you can talk about on activities going on with digital, or activities you see coming down the pipe over the next 12 to 18 months, outside of feature films, as far as digital products?

I don’t know that we’ve got a lot of insight into -- we know the studios are excited and we know they all have many types of things out there. You know, we have Cirque du Soleil that’s coming up from Sony and there’s a lot -- each of the studios has different products and different franchises and different items that they are working on, and so we have not been disclosed what all those things are. Certainly again, and if you talk to them, when Hannah Montana came out and it was as successful as it was, it really got people’s attention. So not only the major studios but we’ve got independent sources and a lot of people that are just thinking out about ways to utilize 3D and utilize the digital technology. I’m not sure that we have a ton of things out there. We know there’s some other concert movies coming up in February. We are told there’s a Jonas Brothers 3D concert moving coming up and things like that. So at the end of the day, what again gets us excited is the potential for lots of neat things to be out there. You know, your imagination can take you in lots of different directions on what you can do with and how these directors and producers and the -- just all the exciting things that are around the 3D realm. So that’s at this point in time. I think people are probably a little reticent because they want to make sure there’s enough screens and it is rolling out but obviously we are on the cusp of that happening, so we do feel there’s some very good and very strong product that will be told to us at a later date that’s coming up.

You talked previously about opportunities with the NBA and I think maybe the NFL. Is there anything going on there?

At this point in time, we haven’t necessarily heard anything further. As we stated before, we’ve seen those demonstrations, as hopefully many of you have, and people have gotten excited about the potential for some of the sporting aspects. But I think a lot of it right now depends on again getting the -- they really need the platform to be out there and then they can start working on how do we translate that into something for us in the theaters. So we’ve not been given any further detail around that yet.

Okay. Thank you.

At this time, there are no further questions. Are there any closing comments?

We appreciate your participation today. We look forward to our future calls and certainly just always tell everyone, keep going to the movies. So thanks, everyone, and glad to participate today.

Ladies and gentlemen, this does conclude the Cinemark second quarter 2008 earnings call. You may now disconnect.