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VIA EDGAR Division of Corporation Finance Filed March 19, 2018 Form 10-Q for Fiscal Quarter Ended March 29, 2018 Filed May 8, 2018 File No. 001-33296

Dear Mr. Littlepage:

National CineMedia, Inc. (“NCM Inc.” or the “Company”) refers to the Staff’s comment letter dated July 10, 2018, regarding the above referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Prior to responding to the Staff’s comments below, the Company thought it would be helpful to provide background regarding the Company’s structure and transactions recorded upon its formation. At the time of the Company’s IPO in February 2007, NCM Inc. acquired an interest in and became a member and sole manager of National CineMedia, LLC (“ NCM LLC”). Additionally, the Company entered into a tax receivable agreement (the “TRA”) with NCM LLC’s founding members. The TRA provides for the effective payment by NCM Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets (and the corresponding deferred tax assets) resulting from (and recorded in connection with) the IPO and related transactions. At the time of the original transaction in 2007, there were very few other companies with this type of arrangement (i.e. the TRA) resulting in very limited observations from others in practice. Also, there is not explicit guidance within generally accepted accounting principles (“GAAP”) surrounding accounting for a payable of this nature (i.e. contingent consideration issued to former shareholders outside of a business combination).

Set forth below are the responses of the Company to the Staff’s comments. For your convenience, the Staff’s comments are included in bold text below, followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 28, 2017

Note 18. Correction of an Error, page F-37

1.

Please clearly explain to us, in detail, the nature of the errors in your previously issued financial statements including a reference to the specific accounting literature that was misapplied. Provide us an explanation of you prior accounting and how you corrected it including how you determined the correction amounts. Also tell us why it was necessary to adjust each of the balance sheet line-items in the table on page F-38.

Response:

At the IPO date, the Company measured and recorded a payable to the founding members under the TRA (the “TRA payable”) at the fair value of the expected payments to the founding members for the net tax benefit of the initial tax basis increases at the IPO. The Company, however, incorrectly recorded the deferred tax effects of these

payments. More specifically, because the payments made over the 30-year term of the TRA actually increase the tax basis in certain of NCM LLC’s intangible assets, the Company should have recorded a deferred tax asset for the expected settlement of the TRA payable as required by ASC 740-10-25-20 (i.e. reported amounts of assets and liabilities will be recovered and settled, respectively). In addition, the Company inappropriately recorded a deferred tax liability equal to the amount of the tax-effected interest accretion expense on the discounted TRA payable, despite the fact that no temporary difference existed with respect to such discount.

More specifically, the Company failed to recognize that the additional tax basis resulting from the settlement of the TRA payable (and deferred tax asset) would have a corresponding effect on the TRA payable in an iterative fashion. Said differently, realization of the additional tax basis generated by the TRA payments will, itself, create an increase in the TRA payable, which, in turn, would adjust the deferred tax asset and so on. The Company’s original calculation of the TRA payable, as noted above, was incorrectly limited to the initial TRA payments, rather than recognizing the iterative nature of the arrangement.

To correct the error, the Company re-measured the amount of the TRA payable at the IPO date and each subsequent reporting period to include both the initial and the additional future estimated payments under the TRA. The corrections to the TRA payable also resulted in corrections to related interest accretion expense because (as noted above) the Company recorded the TRA payable (both originally and following the error correction) at fair value by discounting the TRA payable utilizing the Company’s weighted average cost of capital. Further, the aforementioned deferred tax assets and liabilities associated with the TRA payable were corrected. In accordance with ASC 740 - Income Taxes (specifically 740-10-25-20), a deferred tax asset was recorded for the deductible temporary difference associated with the TRA payable, and the deferred tax liability with respect to the “discount” was reversed. Note that the deductible temporary difference associated with the TRA payable is reflected in the Company’s tax footnote as part of the deferred tax asset related to “Investment in consolidated subsidiary NCM LLC” because as TRA payments are made, the Company’s tax basis in its investment in NCM LLC is increased while there is no adjustment made for the book basis in its investment in NCM LLC.

The error correction also resulted in a correction to additional paid in capital (“APIC”) related to the establishment of the deferred tax asset and reversal of the deferred tax liability in accordance with ASC 740-20-45-11(g), which requires that all changes in the tax bases of assets and liabilities caused by a transaction among or with shareholders to be included in equity. The correction further resulted in a change to retained earnings from the correction to the interest accretion expense on the TRA payable.

Therefore, the correction of this error resulted in the adjustments shown on page F-38 of the Company’s Form 10-K to “Long-term deferred tax assets, net of valuation allowance”, “Long-term payable to founding members under tax receivable agreement”, “Long-term deferred tax liability”, “Additional paid in capital (deficit)” and “Retained earnings (distributions in excess of earnings)”.

2.

Please provide us with your assessment of the materiality of the errors identified in your historical financial statements. We refer you to the guidance in SAB Topics 1:M and 1:N.

Response:

The following includes information summarized from the Company’s internal memorandum dated March 16, 2018 to its files which was prepared in conjunction with the Company’s internal analysis of the materiality of the error and the appropriate treatment of the error within the Company’s 2017 Form 10-K. The following includes the Company’s SAB Topic 1.M and SAB Topic 1.N analysis supporting these conclusions. The Company considered the quantitative and qualitative impacts of the errors on all prior periods, as well as on the current period by considering the iron curtain method prescribed by SAB Topic 1.M and SAB Topic 1.N. The Company considered the rollover method and concluded that it resulted in a smaller error. Therefore, the following analysis only addresses the iron curtain method. The Company considered the following key metrics in its evaluation: Operating Income, Income Before Income Taxes, Consolidated Net Income, Net Income Attributable to NCM Inc., Basic and Diluted EPS, Current and Non-Current Assets, Total Assets, Current and Non-Current Liabilities, Total Liabilities, Total Equity and Cash Provided by Operating Activities.

The Company views the following as key performance metrics, as disclosed in its Form 10-K: “Management focuses on several measurements that we believe provide us with the necessary ratios and key performance indicators to manage our business, determine how we are performing versus our internal goals and targets, and against the performance of our competitors and other benchmarks in the marketplace in which we operate. We focus on many operating metrics including changes in revenue, OIBDA, Adjusted OIBDA and Adjusted OIBDA margin, as defined and discussed in “Notes to the Selected Historical Financial and Operating Data” above, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, national and local advertising pricing (CPM), local and regional advertising rate per screen per week, local and regional and total advertising revenue per attendee. We also monitor free cash flow, the dividend coverage ratio, financial leverage (net debt divided by Adjusted OIBDA plus integration and other encumbered theater payments), cash balances and revolving credit facility availability to ensure debt covenant compliance and that there is adequate cash availability to fund our working capital needs and debt obligations and current and future dividends declared by our Board of Directors.” These key performance metrics are consistent with those noted by users of the financial statements (i.e. analysts and investors of the Company). The Company noted that none of these key performance indicators are impacted by these misstatements.

Analysis of Materiality

In assessing materiality, the Company considered the SEC’s Staff Accounting Bulletin Topic 1.M.

1.

Quantitative Guidance:

Summarized below using the iron curtain approaches are the key metrics¹ from the NCM Inc. consolidated financial statements which shows the impact of the error for the 2015 - 2016 financial statements:

¹ The following key metrics are not impacted: revenue, inventory utilization, advertising revenue per attendee, operating income, OIBDA, Adjusted OIBDA or cash dividends.

2015 - IRON CURTAIN METHODOLOGY

As of and for the year ended 12/31/2015

Key Balance Sheet Metrics:

As Reported

As Adjusted

% Change*

Total Current Assets

$

203.6

$

203.6

—

%

Deferred tax assets

$

217.1

$

303.4

28.4

%

Total Non-Current Assets

$

870.1

$

956.4

9.0

%

Total Assets

$

1,073.7

$

1,160.0

7.4

%

Total Current Liabilities

$

124.7

$

124.7

—

%

Deferred tax liability

$

50.1

$

—

(100.0

)%

Payable to founding members under tax receivable agreement

$

140.3

$

207.6

32.4

%

Total Non-Current Liabilities

$

1,120.7

$

1,137.9

1.5

%

Total Liabilities

$

1,245.4

$

1,262.6

1.4

%

Additional paid in capital (deficit)

$

(221.5

)

$

(124.6

)

77.8

%

Retained earnings (distributions in excess of earnings)

$

(186.1

)

$

(213.9

)

(13.0

)%

Total Equity

$

(171.7

)

$

(102.6

)

67.3

%

Total Liabilities & Equity

$

1,073.7

$

1,160.0

7.4

%

Key Statement of Operations Metrics:

Operating Income

$

148.0

$

148.0

—

%

Accretion of interest on discounted payable to founding members under tax receivable agreement

$

14.1

$

19.4

27.3

%

Gain on re-measurement of the payable to founding members under the tax receivable agreement

$

—

$

(2.9

)

100.0

%

Income Before Income Taxes

$

81.5

$

79.1

(3.0

)%

Income tax expense

$

17.8

$

19.5

8.7

%

Consolidated Net Income

$

63.7

$

59.6

(6.9

)%

Net Income Attributable to NCM Inc.

$

15.4

$

11.3

(36.3

)%

Basic EPS

$

0.26

$

0.19

(36.8

)%

Diluted EPS

$

0.26

$

0.19

(36.8

)%

Key Cash Flow Statement Metrics:

Consolidated net income

$

63.7

$

59.6

(6.9

)%

Deferred income tax expense

$

12.1

$

13.8

12.3

%

Accretion of interest on discounted payable to founding members under tax receivable agreement

$

14.1

$

19.4

27.3

%

Non-cash (gain) loss on re-measurement of the payable to founding members under the tax receivable agreement

$

—

$

(2.9

)

%

Net Cash Provided by Operating Activities

$

105.3

$

105.3

—

%

2016 - IRON CURTAIN METHODOLOGY

As of and for the year ended 12/29/2016

Key Balance Sheet Metrics:

As Reported

As Adjusted

% Change*

Total Current Assets

$

221.1

$

221.1

—

%

Deferred tax assets**

$

209.1

$

294.2

28.9

%

Total Non-Current Assets

$

836.3

$

921.4

9.2

%

Total Assets**

$

1,057.4

$

1,142.5

7.4

%

Total Current Liabilities

$

120.6

$

120.6

—

%

Deferred tax liability

$

48.3

$

—

(100.0

)%

Payable to founding members under tax receivable agreement

$

143.4

$

212.3

32.5

%

Total Non-Current Liabilities**

$

1,118.0

$

1,138.6

1.8

%

Total Liabilities**

$

1,238.6

$

1,259.2

1.6

%

Additional paid in capital (deficit)

$

(207.7

)

$

(110.5

)

88.0

%

Retained earnings (distributions in excess of earnings)

$

(215.6

)

$

(248.3

)

(13.2

)%

Total Equity

$

(181.2

)

$

(116.7

)

55.3

%

Total Liabilities & Equity

$

1,057.4

$

1,142.5

7.4

%

Key Statement of Operations Metrics:

Operating Income

$

173.0

$

173.0

—

%

Accretion of interest on discounted payable to founding members under tax receivable agreement

$

13.9

$

19.6

29.1

%

Loss on re-measurement of the payable to founding members under the tax receivable agreement

$

—

$

1.0

100.0

%

Income Before Income Taxes

$

96.2

$

89.5

(7.5

)%

Income tax expense

$

9.2

$

7.5

(22.7

)%

Consolidated Net Income

$

87.0

$

82.0

(6.1

)%

Net Income Attributable to NCM Inc.

$

25.4

$

20.4

(24.5

)%

Basic EPS

$

0.42

$

0.34

(23.5

)%

Diluted EPS

$

0.42

$

0.34

(23.5

)%

Key Cash Flow Statement Metrics:

Consolidated net income

$

87.0

$

82.0

(6.1

)%

Deferred income tax expense

$

11.6

$

9.8

(18.4

)%

Accretion of interest on discounted payable to founding members under tax receivable agreement

$

13.9

$

19.6

29.1

%

Non-cash (gain) loss on re-measurement of the payable to founding members under the tax receivable agreement

$

—

$

1.0

100.0

%

Net Cash Provided by Operating Activities

$

133.5

$

133.5

—

%

*The percentage change is calculated as the change divided by the "As Adjusted" column.

**Note the change within the ‘Total Assets’, ‘Total Non-Current Liabilities’ and ‘Total Liabilities’ captions include the reclassification of a $5.5 million deferred tax liability to a contra deferred tax asset.

The impact to beginning retained earnings on January 1, 2015 was $23.6 million. The impact to cumulative retained earnings through Q3 2017 was $31.6 million. The Company also considered the impact to ‘Item 6. Selected Financial Data’ and ‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’ and noted that all impacted disclosed figures are included within the tables above.

2.

Qualitative Guidance:

We evaluated SAB 1.M’s list of considerations for qualitative materiality as follows (We noted how this error impacted each listed item in parenthesis below):

•

Whether the misstatement arises from an item capable of relatively precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate; (Yes, the misstatement can be precisely measured.)

•

Whether the misstatement masks a change in earnings or other trends; (No, as noted further below this misstatement primarily impacts the balance sheet and the impact to net income does not mask performance measures or trends in the underlying performance of the business