SecProbe.io

April 1 5, 2013

Via E-mail
Kurt C. Hall
President, Chief Executive Officer and Chairman
National Cine Media, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, CO  80112

Re: National Cine Media, Inc.
Form 10-K for Fiscal  Year Ended December 27, 2012
Filed February 22 , 2013
File No. 1-33296

Dear Mr. Hall:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Mr. Kurt C. Hall
National Cine Media, Inc.
April 1 5, 2013
Page 2

Form 10 -K for the Fiscal Year Ended December 27, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

National Advertising Revenue, page 44

1. On page 44,  you state that on line and mobile revenue increased 52.4% during 2012
compared to 2011 as you continue to place more focus on the online and mobile market,
including selling advertising that combines on -screen, lobby and online a nd mobile
marketing compone nts.  It is unclear how this increase impacts your total national
advertising revenue and if you expect this trend to continue in the future.  Please revise
similar discussions in future filings to provide context so that a reader can understand
how signif icant this increase is to overall national advertising revenue and if you expect
past performance to be indicative of future results.   In your response, please provide us
with your proposed disclosures.

Notes to Financial Statements

Note 1. Basis of Pres entation and Summary of Significant Accounting Policies

Revenue Recognition, page F -9

2. Please e xpand your revenue recognition policy to explain in more detail the type, nature
and terms of your advertising contracts, how you determine that a contract has been
fulfilled and how you determine the amount of make -good provisions.  E xplain what
actions or events in your business lead to a conclusion that the appropriate revenue
recognition  criteria  have been met .  In your response, please provide us with your
proposed disclosures.

3. In addition, we note from your discussion of national advertising revenue on page 44, that
online and mobile revenue increased during 2012 as you continue to place more focus on
the online and mobile markets.  Please expand your revenue recognition policy to address
the type, nature and terms of these arrangements and how you apply the revenue
recognition criteria.   In your response, please provide us with your proposed disclosures.

Note 6. Income Taxes, page F -16

4. We note that during 2012, you corrected errors in the blended state tax rate used to
measure the net deferred tax asset “Excess of tax basis over book basis —investment in
consolidated subsidiary NCM LLC”. As a result of these out -of-period adjustments, you
recorded a decrease of $22.7 million to its deferred tax asset for its ownership interest in
NCM LLC to reflect the tax effected difference between the tax basis and the book basis

Mr. Kurt C. Hall
National Cine Media, Inc.
April 1 5, 2013
Page 3

 of these assets. In addition, you recorded a decrease of $17.9 million in its long -term
payable to founding members. The impact of these adjustments was a total out of period
income statement impact of $5.3  million which consisted of an adjustment to deferred tax
expense of $9.6 million offset by a reduction of TRA interest expe nse of $4.3 million.
Please tell us more about these adjustments, including the period in which the errors
originated and your basis for concluding that th ese out of period adjustment s were not
material to each related period. Please provide us with your SAB Topic 1.M and SAB
Topic 1.N analysis supporting your conclusion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In respon ding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United State s.

You may contact Christy Adams, Senior Staff Accountant, at (202) 551 -3363  or Terry
French, Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director