Good morning, my name is Tania and I will be your conference operator today. At this time I would like to welcome everyone to the Cinemark third quarter conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be question and answer session. (Operator Instructions) Ms. Sacks you may begin the conference.

Welcome to Cinemark’s fiscal third quarter 2008 earnings call. Before we begin let me remind you that in accordance with the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995 the company knows that certain matters to be discussed by members of management during this call may constitute forward-looking statements. Such statements are subject to risks, 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 third quarter results. I’d now like to turn the call over to Alan.

On today’s call I will comment on the industry’s and Cinemark’s third quarter 2008 results, the outlook for the upcoming film slate and discuss Cinemark’s digital cinema and 3D strategy. During the third quarter Cinemark’s total revenue increased 1% year-over-year on a .2% increase in admission revenues and a 1.2% increase in concessions. This growth was driven by the strong performance of our international circuit, the addition of our new theaters and exchange rate benefits. Our domestic results were in line with industry performance. During the third quarter of 2008 the Dark Knight set a new record for a one day opening and a three day opening weekend and helped lead the box office to its highest grossing seven day week ever and grossed nearly $525 million during the quarter. Our international operations produced 23.9% growth in admissions in the third quarter due to the success of Dark Knight, Kung Fu Panda, Hancock, The Mummy and Wall-E which performed stronger than the top five films during the third quarter last year. We believe our broad geographic presence remains a competitive advantage for Cinemark as it provides us with a diverse revenue base. I’d like to briefly discuss our liquidity which Robert will cover in more detail later. As of September 30, 2008, our cash position was $371.3 million and total long term debt was $1.54 billion resulting in a net debt at quarter end of $1.17 billion. Our senior debt and our subordinated debt do not mature until 2013 and 2014. As we head in to the fourth quarter we believe consumers will continue to seek low costs forms of entertainment to escape the deteriorating economic conditions as they have done in the past. The domestic box office was up approximately 17% for the month of October driven by solid…

Before I review our third quarter 2008 financial performance, I would like to address our debt and liquidity position due to the current credit market conditions. We feel our strong cash position coupled with our low level of leverage and long term maturities positions us well to take advantage of opportunities that may arise as a result of the current economic environment. At September 30th our cash position was a solid $371.3 million and total long term debt was $1.54 billion resulting in net long term debt at quarter end of approximately $1.17 billion. Taken with our adjusted EBITDA this level of net long term debt results in a leverage ratio of approximately 3.2 times adjusted EBITDA. Our debt balance is composed primarily of two facilities, our senior loan and our senior discount notes. We have what is generally referred to in the debt community as a covenant light senior debt which means our agreement contains less financial covenants than a normal senior agreement. Under our senior facility we have a term loan and a revolver. Our primary financial covenant is a consolidated net senior secured leverage ratio. This ratio includes only our senior secured debt, it does not pick up the senior discount notes. This ratio is fixed at a maximum ratio for the term of our agreement. So, in measuring our compliance we do not face steep future step downs that would tighten liquidity tests. Additionally, this covenant is only applicable if we have drawn on our revolver. It does not apply if there’s only term loan outstanding and there are no borrowings outstanding under our revolver. If you have any concerns regarding our covenants we encourage you to read our credit agreement. It is part of our public filings. Additionally, our debt is discussed in our 10Ks…

(Operator Instructions) Your first question comes from Barton Crockett – J.P. Morgan. Barton Crockett – J.P. Morgan: I was wondering first Robert if there’s any way you can give us a better sense of how much foreign exchange lifted the international top line? What would the percentage of growth been without fx impact?

With respect to admission revenues using a constant fx compared to last year they would have been up 13.2% so that’s admissions. Then, our concessions would have been up 17.8% so that would represent average sticker price being up 6.2% and per caps up 10.5%. Barton Crockett – J.P. Morgan: Then would you say that the principal driver of the difference in the attendance growth international versus domestic was the difference in the timing of the releases or is there something else happening there that’s driving up performance?

I’d generally say it had to do with the timing of film. I mean, it was a very good quarter and some films played better there but in general I’d say it’s the product. Again, we’d rather tell people to be a little cautious and look at both domestic and international similarly throughout the year. I think international’s clearly is probably going to outperform the US slightly but we would expect the over performance in Q3 to be the same in Q4. Barton Crockett – J.P. Morgan: One other question here and then I’ll step aside, I mean everyone seems to be very worried about the recessionary impact in a whole bunch of industries and obviously I think that’s one of the things that’s affecting the movie theater stocks even though the history domestically suggests there’s not very much of a correlation between the recession and the box office, at least in modern history. But, I was wondering if you have any data about international box office recessions and whether there’s more of a correlation there or whether it’s kind of similar to what we’ve seen in the US?

Bart, I don’t have any vertical data that we’ve come backed and looked at but I can tell you we’ve been in Latin America for about 15 years. We’ve gone through a number of different crisis in different countries and very similar to the US what we’ve always found is that no matter – and clearly in that time we’ve had all kinds of different turmoil that have happened, primarily financially oriented in different countries and just like the US we’ve always performed somewhere, if not actually better during those times because again, people see movies as an escape. We feel like there’s a very similar correlation to what we’ve seen in the US.

Your next question comes from [Hunter Debois]. [Hunter Debois]: When I back out the salary and wage expense you gave out on your prepared remarks from your overall other line, it looks as if the remaining part of the other expenses line grew about 11% year-over-year relative to 3Q ’07. Can you comment on what was the principal drivers of that increase in that expense?

The other costs I mean there’s a couple of different items but I’d say the primary ones we did have some professional fees, we have some service fees, utilities were in there and repair and maintenance. As I said, we had a $.5 million in repair and maintenance related to the theaters that were damaged by the hurricanes so that flowed through there. Not necessarily all one-time costs, some of them were, utility costs were up over the quarter. We feel like that would go down again, not necessarily permanently but in the future as you’ve seen gas and oil prices drop, generally utilities would go down with that. [Hunter Debois]: I was going to ask more broadly, when we look at your adjusted EBITDA margin for the quarter it represents about 300 basis points of margin contraction relative to 3Q ’07 and a lot of which is probably attributable to the fact that you’ve got a pretty much constant revenue base but a larger expense base now that you’ve extended your screen count. In the context of an industry box office which has been declining over the last year, can you just sort of speak more broadly to how you think about your organic domestic expansion strategy in that kind of context?

I mean I don’t think the fact that one quarter our margin was down, I think if you really put it in context you’ve got to go back to 2007 and look at how large Q3 was in 2007. I mean, that was probably if not the largest quarter ever, the largest quarter during the decade. It was a 15% growth rate plus over the 2006 quarter for Q3. So, I mean you’re coming off an incredible comp and in particular when you have that kind of performance in a quarter your margin is greatly expanded. So, when we look at Q3 of 2008 compared to kind of a run rate of ’05, ’06, it actually has a fairly decent kicker on it and again, the margin would be consistent with really the performance in the quarter. As you pointed out, we did have some costs that went up. During Q3 you still had a number of commodity prices that drove different costs and different areas up such as utilities. There’s one fortunate part to where the economy is heading, those costs are coming down so we think we’ll go back and benefit from some price changes. With respect to our organic strategy, we feel like we’ve been very successful in it. Again, we’re able to achieve as a company overall a slight increase in admission revenues without any acquisitions or anything like that so I mean I think it is staying on track with our desired performance. [Hunter Debois]: Then my final question just picking up on what Barton was asking about, the data that we have ports towards industry attendance being relatively resilient to macroeconomic cycles but can you give us some insights in to the typical pattern for average ticket prices and average concessions per cap during recessionary periods?

I mean I think the way I’d address that would be more of a logic answer of saying we’ll be very cautious. But, if you go back and look at box office charts I think over the years when we’ve had recessions generally we still increase price. I think everyone is very conscious of where the consumer is at today but I think also if you look at what the industry has already done and started to do for Q4, there have been some price increases but clearly more modest than what you saw in ’06 and ’07 was a little less than what I think ’06 was but my gut is you can raise prices but again not necessarily in line with historic averages.

Your next question comes from the line of [James Morrish]. [James Morrish]: I was wondering if you could discuss the currency impacts for fourth quarter and beyond, there’s a lot of volatility in currencies beginning in September so I was hoping you could quantify that and help us understand the best way to look at that. Then secondly, related to digital and treaty roll out, I was hoping you could give us some visibility on how fast you could roll out those digital screens per month deploying them? Then also talk about your prioritization of 3D screens?

James, on fx one, we don’t give forecasts. The best way obviously I would say if somebody wanted to try to quantify or estimate that would just be to go back and look at the general fx rate for Brazil and Mexico during the fourth quarter of last year and then the difficulty obviously is guessing where will those be fourth quarter of this year and where do they settle down at. But, that’d probably be the best guidance I can give you on that because we don’t want to predict where they will be at but clearly those are two biggest countries in Latin America so they’ll have the most influence. If you wanted to kind of look at a relative portion, in our Qs we do have some data regarding revenues with respect to our foreign countries that break out Mexico and Brazil. Actually on that we have not released our Q yet, that ought to go out sometime between 10 and Noon Central time today so you’ll have all that data pretty quickly. I’ll let Alan address the 3D and the priorities.

James, I think we have on previous calls when the question has been asked I think most people are thinking we could roll out somewhere around 200 screens a month is kind of where they anticipate that roll out schedule going. Again, a lot of that to be honest with you is just a function of how many teams and how you deploy it and how you want to go about that process because obviously you can deploy more people and a different way to go about it so that’s still something we have to kind of work through as we better understand exactly when the funding would come through and how you’d proceed with that. That kind of applies again along with the 3D roll out. You can also ramp up or focus exclusively on 3D or put your resources in different areas just depending on what you’re trying to achieve. The hard part here to better answer that question you have to really define when the funding comes in and what your goals are to try to achieve and I guess my point is there’s a lot of flexibility behind that to leave us latitude to ramp those things up or ramp them in a direction that is most efficient and best for our company and best for our distribution partners and to make sure we’re capitalized on what lays before us. [James Morrish]: So just circle back on the currencies, if you could just talk about what percentage of the total costs are in local currencies and are there any dollar denominated costs?

Basically, and there’s always exceptions to this but by far the most significant amount of revenues and expenses are in local currency. So, for instance obviously we collect our admissions and concession revenues but we also pay our admissions just like you do in the US, you pay those as a percentage of revenues and that’s paid in local currency. Concessions, we buy our local goods in local currency. Again, salaries, rent all that is in local currency. So, there are a few exceptions where there are some dollar amounts here and there in different companies but they are very minor to the total so the whole EBITDA in our international just flows up and down with the conversion of that currency in to dollars.

Your next question comes from the line of David Miller.

A couple of just housekeeping questions and then kind of a [inaudible] question. For Bolt, how many screens on 3D do you think you’ll have in time for the release, I guess it’s in two weeks? And then on your screen count by the end of the year I have you guys modeled at having roughly 4,796 total screens by the end of the year, I’m wondering if you can confirm that?

I think for the 3D screens we currently have 81 which would probably be a pretty accurate number obviously for the Bolt opening which happens in two weeks or so. Rob, I guess just confirm the number.

I think screen count we had 4,717 so we’d be at about 4,763 net because there’s going to be closures. That’s going to be ballpark.

Then [inaudible] I mean I just want to get you guys [inaudible] on this and hopefully you can just sort of level with me on DCIP and what’s really going on here. A $1.1 billion dollar deal, I’m sort of at a loss as to why JP Morgan thinks they need a consortium for this at all. They’re the advisor to DCIP, they’re also the commercial bank on the deal, there’s a lot of mixed messages kind of flowing around here on maybe JP Morgan just blows off the consortium and just does this thing themselves. If that’s true then what’s to stop this deal from happening now? I just want to get your opinion on that.

Clearly we’d love JP Morgan to step up and fund $1.1 billion. I think we’re just being realistic in this current market the cost of capital is extremely high assuming that even the capital is available. I still think while there have been some deals done lately there’s really been a very minimal amount of deals done with the need in both investment rated companies and non-investment the pull on capital is pretty high and so therefore the cost gets significant especially when you have an non-investment grade piece of paper. So, while we’re exploring that and I think JP Morgan is being very helpful in the roll of advisor as well as participation in this I think everyone feels like the credit market just has to loosen up a little bit before anyone is going to be able to fund debt at the levels that we’re looking at. Obviously, we’re looking at all kinds of alternatives, whether there’s partial funding, other types of sources to fund this in the interim and so everyone is very active in it and JP Morgan is helping us do that. But, I wouldn’t foresee them stepping up to the plate with a full commitment like that.

Your next question comes from the line of Jake Hindelong – Monness, Crespi, Hardt & Co., Inc. Jake Hindelong – Monness, Crespi, Hardt & Co., Inc.: A quick question on international just to follow up on the previous question, third quarter versus fourth quarter given the recent weakness in the Real and the Peso, is it reasonable to think in the fourth quarter there will be some real relative pressure here? It looks like in the third quarter you probably had a mid single boost and it might even be as high as a double digit pressure on international box office in the fourth quarter based on the change in the exchange rates.

Clearly, with the exchange rates fluctuating at the levels they have, there will be pressure in the fourth quarter. Again, just looking at the conversion, I mean we’ll do extremely well, we’ll perform well on a local basis just as we think the US will do but when you convert that back to dollars there will be some pressure on it. I mean, it’s hard to say how much because it just depends on where everything settles right now. Things go up and then they start to come down a little bit and getting where you feel more comfortable and then something else happens in the market and rates move around so it’s hard to say is it a single digit pressure, is it a double digit pressure but I mean obviously rates won’t be what they were last year. Jake Hindelong – Monness, Crespi, Hardt & Co., Inc.: Then a similar question, fourth quarter to date box office internationally down about mid single digits, is that reasonable?

Just fourth quarter to date box office itself? Jake Hindelong – Monness, Crespi, Hardt & Co., Inc.: Not for Cinemark internationally but for the markets that you participate in internationally?

You know what, I don’t know. I’d say they’re down at this point. Some of the releases are still hitting a few of the markets but the primary markets most of the films have been hitting. I mean I’d probably say if I looked at international box in general and again let’s look at Latin America for October, again I’m not going to speak with respect to Cinemark but I’d probably say that the Latin American markets are generally flat through October. Jake Hindelong – Monness, Crespi, Hardt & Co., Inc.: Then just one quick question on 3D and the upcoming release of Bolt, is there any chance that significant outperformance of that film might spur the investment needed for the DCIP to move forward?

No. Again, DCIP isn’t driven by one film and obviously we recognize there is a lot of 3D films coming up, Bolt and many movies and so we’re all motivated to get that thing to happen and as we discussed it’s really just a function at this point in time of figuring out when capital is available and how to roll that thing out.

Your next question comes from the line of Barton Crockett – J.P. Morgan. Barton Crockett – J.P. Morgan: I just wanted to jump back in the queue, could you give us a sense of from your perspective what credit markets generally would have to look in order for the DCIP financing to move ahead? I know you guys talked to CDO deals a few weeks before the TARP thing happened and would it be reasonable to assume for instance that if credit markets look like they did let’s say a month before TARP that would be an environment where this could potentially move ahead?

Barton, I would say that it would all be speculation but I think basically you’re just waiting for the markets to become more liquid and then once they do we’ll have to determine if all the pieces we have in our current structure work with what the cost of that capital will be and the availability of the capital and if not you try to work through your agreements. So, it’s kind of a hard question to answer but maybe about that is if you looked at where everything was a month before, yes we were running down the road, we had a lot of interest in the deal we think from various banking groups that would allow us to form the syndicate we were after and we could have funded. So, if you assume the needle kind of moves back towards that level we would think yes, we could get this funded. Barton Crockett – J.P. Morgan: Then on M&A the environment, could you talk a little bit about your interest in this market? Obviously there are some theater changes that probably wouldn’t want to sell given where valuations are right now but some may be forced to by their lenders and one thing that’s been in the presses is National Amusements. Could you talk about in particular with National Amusements whether that would be attractive to you in terms of the fit and generally whether you see much opportunity in M&A right now?

I think we would answer as we have in the past, we of course have a strong balance sheet and ability to go out and try to make that work for us. It’s just really a function of, as you stated, what are these people willing to sell for, is it something we feel is attractive, that’s accretive to our shareholder base? Fortunately for a lot of the theater chains and how they sit with us, National Amusement or any of those on the east coast sit very well with Cinemark so really it’s our job to sit down and just really based on price, based on the quality of the circuit that we’re looking at and what we feel we can do with that asset, then that’s why we say there potentially are acquisition opportunities out there and we’ll just have to weed through those as the time the present themselves. Barton Crockett – J.P. Morgan: One final question here, your theaters a lot of them are in markets that generally would be seen as those pressured by housing downturns, perhaps more than the national average and maybe areas like California and Texas, are you seeing any difference in areas that are affected by housing markets in terms of the box office or concession stand? Is there any variance at all there that you’re seeing?

We have not really. I mean, let’s be clear too when you say Texas, it’s actually been pretty strong in terms of the recession or anything else that’s been going on. But, as we look at our circuit throughout the US our circuit continues to perform as it has in the past and all those many aspects we describe on recessionary whether people are motivated to get out because it’s a great place to get away from their woes or whatever it is. But, the State of California continues to perform good for us and have not necessarily seen any regional or any issues like that, that we can tell at this point.

At this time sir we have no further questions. I will now like to turn the conference back over to Mr. Alan Stock.

I would like to thank everyone for participation in our third quarter call this morning and we will look forward to talking to you again next quarter. Thanks everyone.

That concludes today’s conference call. You may now disconnect.