##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 Commission File Number: 001-33401
 CINEMARK HOLDINGS, INC.
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    20-5490327
(I.R.S. Employer
Identification No.)3900 Dallas Parkway 
Suite 500
Plano, Texas
(Address of principal executive offices)
    
    75093
(Zip Code)
   þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2009 and
December 31, 2008 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three and
six months ended June 30, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2009 and 2008 (unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    39PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    40Item 1A. Risk Factors
    
    
    40Item 4. Submission of Matters to a Vote of Security Holders
    
    
    40Item 6. Exhibits
    
    
    41SIGNATURES
    
    
    42EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
  3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data, unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    382,737
    
    
    $
    349,603Inventories
    
    
    9,179
    
    
    
    8,024Accounts receivable
    
    
    30,051
    
    
    
    24,688Income tax receivable
    
    
    10,806
    
    
    
    8,948Current deferred tax asset
    
    
    2,788
    
    
    
    2,799Prepaid expenses and other
    
    
    8,762
    
    
    
    9,319Total current assets
    
    
    444,323
    
    
    
    403,381Theatre properties and equipment
    
    
    1,862,138
    
    
    
    1,764,600Less accumulated depreciation and amortization
    
    
    638,006
    
    
    
    556,317Theatre properties and equipment  net
    
    
    1,224,132
    
    
    
    1,208,283Other assetsGoodwill
    
    
    1,100,398
    
    
    
    1,039,818Intangible assets  net
    
    
    345,313
    
    
    
    341,768Investment in NCM
    
    
    34,159
    
    
    
    19,141Investments in and advances to affiliates
    
    
    4,231
    
    
    
    4,284Deferred charges and other assets  net
    
    
    55,490
    
    
    
    49,033Total other assets
    
    
    1,539,591
    
    
    
    1,454,044Total assets
    
    $
    3,208,046
    
    
    $
    3,065,708Liabilities and stockholders equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    12,619
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    6,898
    
    
    
    5,532Current FIN 48 liability
    
    
    10,775
    
    
    
    10,775Accounts payable and accrued expenses
    
    
    212,911
    
    
    
    202,413Total current liabilities
    
    
    243,203
    
    
    
    231,170Long-term liabilitiesLong-term debt, less current portion
    
    
    1,553,949
    
    
    
    1,496,012Capital lease obligations, less current portion
    
    
    136,703
    
    
    
    118,180Deferred income taxes
    
    
    120,853
    
    
    
    135,417Long-term portion FIN 48 liability
    
    
    14,395
    
    
    
    6,748Deferred lease expenses
    
    
    25,686
    
    
    
    23,371Deferred revenue  NCM
    
    
    204,240
    
    
    
    189,847Other long-term liabilities
    
    
    44,708
    
    
    
    40,736Total long-term liabilities
    
    
    2,100,534
    
    
    
    2,010,311Commitments and contingencies (see Note 18)Stockholders equityCinemark Holdings, Inc.s stockholders equity:Common stock, $0.001 par value: 300,000,000 shares authorized and
109,316,647 shares issued and outstanding at June 30, 2009 and
108,835,365 shares issued and outstanding at December 31, 2008
    
    
    109
    
    
    
    109Additional paid-in-capital
    
    
    964,985
    
    
    
    962,353Retained deficit
    
    
    (81,978
    )
    
    
    (78,859
    )Accumulated other comprehensive loss
    
    
    (33,011
    )
    
    
    (72,347
    )Total Cinemark Holdings, Inc.s stockholders equity
    
    
    850,105
    
    
    
    811,256Noncontrolling interests
    
    
    14,204
    
    
    
    12,971Total stockholders equity
    
    
    864,309
    
    
    
    824,227Total liabilities and stockholders equity
    
    $
    3,208,046
    
    
    $
    3,065,708
  4




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesAdmissions
    
    $
    339,088
    
    
    $
    294,425
    
    
    $
    618,971
    
    
    $
    556,792Concession
    
    
    158,926
    
    
    
    141,474
    
    
    
    288,957
    
    
    
    263,631Other
    
    
    19,494
    
    
    
    21,335
    
    
    
    35,380
    
    
    
    37,827Total revenues
    
    
    517,508
    
    
    
    457,234
    
    
    
    943,308
    
    
    
    858,250Cost of operationsFilm rentals and advertising
    
    
    190,826
    
    
    
    163,799
    
    
    
    337,952
    
    
    
    301,939Concession supplies
    
    
    24,027
    
    
    
    23,205
    
    
    
    43,744
    
    
    
    41,954Salaries and wages
    
    
    52,070
    
    
    
    45,321
    
    
    
    96,420
    
    
    
    87,908Facility lease expense
    
    
    59,195
    
    
    
    56,124
    
    
    
    114,933
    
    
    
    112,446Utilities and other
    
    
    54,168
    
    
    
    50,411
    
    
    
    102,896
    
    
    
    98,576General and administrative expenses
    
    
    23,675
    
    
    
    24,495
    
    
    
    45,463
    
    
    
    45,067Depreciation and amortization
    
    
    37,535
    
    
    
    37,840
    
    
    
    73,668
    
    
    
    75,247Amortization of favorable/unfavorable leases
    
    
    346
    
    
    
    699
    
    
    
    669
    
    
    
    1,403Impairment of long-lived assets
    
    
    3,930
    
    
    
    1,342
    
    
    
    4,969
    
    
    
    5,829Loss on sale of assets and other
    
    
    1,186
    
    
    
    1,109
    
    
    
    1,458
    
    
    
    910Total cost of operations
    
    
    446,958
    
    
    
    404,345
    
    
    
    822,172
    
    
    
    771,279Operating income
    
    
    70,550
    
    
    
    52,889
    
    
    
    121,136
    
    
    
    86,971Other income (expense)Interest expense
    
    
    (25,649
    )
    
    
    (30,061
    )
    
    
    (51,113
    )
    
    
    (62,134
    )Interest income
    
    
    937
    
    
    
    2,940
    
    
    
    2,769
    
    
    
    6,684Foreign currency exchange gain (loss)
    
    
    472
    
    
    
    (24
    )
    
    
    538
    
    
    
    (240
    )Loss on early retirement of debt
    
    
    (26,795
    )
    
    
    
    
    
    
    (26,795
    )
    
    
    (40
    )Distributions from NCM
    
    
    5,027
    
    
    
    3,403
    
    
    
    11,606
    
    
    
    8,585Equity in loss of affiliates
    
    
    (415
    )
    
    
    (692
    )
    
    
    (1,020
    )
    
    
    (1,327
    )Total other expense
    
    
    (46,423
    )
    
    
    (24,434
    )
    
    
    (64,015
    )
    
    
    (48,472
    )Income before income taxes
    
    
    24,127
    
    
    
    28,455
    
    
    
    57,121
    
    
    
    38,499Income taxes
    
    
    4,320
    
    
    
    11,840
    
    
    
    18,963
    
    
    
    15,481Net income
    
    $
    19,807
    
    
    $
    16,615
    
    
    $
    38,158
    
    
    $
    23,018Less: Net income attributable to noncontrolling interests
    
    
    1,137
    
    
    
    1,092
    
    
    
    1,923
    
    
    
    2,244Net income attributable to Cinemark Holdings, Inc.
    
    $
    18,670
    
    
    $
    15,523
    
    
    $
    36,235
    
    
    $
    20,774Weighted average shares outstandingBasic
    
    
    108,483
    
    
    
    106,999
    
    
    
    108,473
    
    
    
    106,982Diluted
    
    
    110,266
    
    
    
    109,218
    
    
    
    109,922
    
    
    
    109,186Earnings per share attributable to Cinemark Holdings, Inc.s common stockholdersBasic
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.19Diluted
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.19
  5




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, unaudited)
 Six months ended June 30,2009
    
    
    2008Operating activitiesNet income
    
    $
    38,158
    
    
    $
    23,018Adjustments to reconcile net income to cash provided by (used for) operating activities:Depreciation
    
    
    71,678
    
    
    
    73,244Amortization of intangible and other assets and unfavorable leases
    
    
    2,659
    
    
    
    3,406Amortization of long-term prepaid rents
    
    
    750
    
    
    
    829Amortization of debt issue costs
    
    
    2,399
    
    
    
    2,338Amortization of deferred revenues, deferred lease incentives and other
    
    
    (2,167
    )
    
    
    (1,748
    )Amortization of accumulated other comprehensive loss related to interest rate swap agreement
    
    
    2,317
    
    
    
    Impairment of long-lived assets
    
    
    4,969
    
    
    
    5,829Share based awards compensation expense
    
    
    2,403
    
    
    
    2,078Loss on sale of assets and other
    
    
    1,458
    
    
    
    910Write-off of unamortized debt issue costs related to early retirement of debt
    
    
    6,089
    
    
    
    193Accretion of interest on senior discount notes
    
    
    8,085
    
    
    
    20,039Deferred lease expenses
    
    
    2,121
    
    
    
    2,146Deferred income tax expenses
    
    
    (16,734
    )
    
    
    (14,506
    )Equity in loss of affiliates
    
    
    1,020
    
    
    
    1,327Interest paid on repurchased senior discount notes
    
    
    (151,952
    )
    
    
    (2,929
    )Increase in
deferred revenue related to new U.S. beverage agreement
    
    
    6,550
    
    
    
    Other
    
    
    1,078
    
    
    
    Changes in assets and liabilities
    
    
    8,384
    
    
    
    22,794Net cash provided by (used for)
operating activities
    
    
    (10,735
    )
    
    
    138,968Investing activitiesAdditions to theatre properties and equipment
    
    
    (60,918
    )
    
    
    (51,916
    )Proceeds from sale of theatre properties and equipment
    
    
    653
    
    
    
    2,224Increase in escrow deposits due to like-kind exchange
    
    
    
    
    
    
    (2,089
    )Return of escrow deposits
    
    
    
    
    
    
    23,439Acquisition of theatres
    
    
    (48,950
    )
    
    
    (5,011
    )Investment in joint venture  DCIP
    
    
    (1,500
    )
    
    
    (1,000
    )Net cash used for investing activities
    
    
    (110,715
    )
    
    
    (34,353
    )Financing activitiesProceeds from stock option exercises
    
    
    206
    
    
    
    633Dividends paid to stockholders
    
    
    (39,269
    )
    
    
    (38,598
    )Repurchase of senior discount notes
    
    
    (250,507
    )
    
    
    (6,174
    )Proceeds from issuance of senior notes
    
    
    458,532
    
    
    
    Payment of debt issue costs
    
    
    (12,423
    )
    
    
    Repayments of long-term debt
    
    
    (6,289
    )
    
    
    (4,050
    )Payments on capital leases
    
    
    (2,830
    )
    
    
    (2,363
    )Other
    
    
    (795
    )
    
    
    (340
    )Net cash provided by (used for)
financing activities
    
    
    146,625
    
    
    
    (50,892
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    7,959
    
    
    
    4,504Increase in cash and cash equivalents
    
    
    33,134
    
    
    
    58,227Cash and cash equivalents:Beginning of period
    
    
    349,603
    
    
    
    338,043End of period
    
    $
    382,737
    
    
    $
    396,270Supplemental Information (See Note 15)
  6




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##### Table of Contents



1. The Company and Basis of Presentation
    2. New Accounting Pronouncements
 Business Combinations
 Noncontrolling Interest in Consolidated
Financial Statements
 7




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133
 Determining Whether Instruments Granted in Share Based Payment Transactions Are Participating
Securities
 Interim
Disclosures about Fair Value of Financial Instruments
 June 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueDebt (see Note 9)
    
    $
    (1,566,568
    )
    
    $
    (1,572,038
    )
    
    $
    (1,508,462
    )
    
    $
    (1,449,147
    )Interest rate swap agreements (see Note 10)
    
    $
    (18,995
    )
    
    $
    (18,995
    )
    
    $
    (24,781
    )
    
    $
    (24,781
    )
 Subsequent Events
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles
 8




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##### Table of Contents



3. Earnings Per Share
 Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities"
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net income attributable to Cinemark Holdings, Inc.
    
    $
    18,670
    
    
    $
    15,523
    
    
    $
    36,235
    
    
    $
    20,774Earnings allocated to participating share-based awards(1)
    
    
    (129
    )
    
    
    (49
    )
    
    
    (185
    )
    
    
    (37
    )Net income attributable to common stockholders
    
    $
    18,541
    
    
    $
    15,474
    
    
    $
    36,050
    
    
    $
    20,737Denominator(shares in thousands):Basic weighted average common stock outstanding
    
    
    108,483
    
    
    
    106,999
    
    
    
    108,473
    
    
    
    106,982Common equivalent shares for stock options
    
    
    1,744
    
    
    
    2,184
    
    
    
    1,428
    
    
    
    2,196Common equivalent shares for restricted stock units
    
    
    39
    
    
    
    35
    
    
    
    21
    
    
    
    8Diluted
    
    
    110,266
    
    
    
    109,218
    
    
    
    109,922
    
    
    
    109,186Basic earnings per share attributable to common stockholders
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.19Diluted earnings per share attributable to common stockholders
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.33
    
    
    $
    0.19
 
 (1)
    
    For the three months ended June 30, 2009 and 2008, a weighted average
of approximately 754 and 340 shares of unvested restricted stock, respectively, are considered
participating securities. For the six months ended June 30, 2009 and 2008, a weighted average
of approximately 559 and 190 shares of unvested restricted stock, respectively, are considered
participating securities. 9




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##### Table of Contents



4. Stockholders Equity
  CinemarkHoldings, Inc.
    
    
    
    
    
    
    TotalStockholders
    
    
    Noncontrolling
    
    
    StockholdersEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2009
    
    $
    811,256
    
    
    $
    12,971
    
    
    $
    824,227Share based awards compensation expense
    
    
    2,403
    
    
    
    
    
    
    
    2,403Exercise of stock options
    
    
    206
    
    
    
    
    
    
    
    206Dividends paid to stockholders
    
    
    (39,269
    )
    
    
    
    
    
    
    (39,269
    )Dividends accrued on unvested restricted stock unit awards
    
    
    (85
    )
    
    
    
    
    
    
    (85
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (700
    )
    
    
    (700
    )Purchase of noncontrolling interest share of an Argentina subsidiary
    
    
    23
    
    
    
    (117
    )
    
    
    (94
    )Comprehensive income:Net income
    
    
    36,235
    
    
    
    1,923
    
    
    
    38,158Fair value adjustments on interest rate swap agreements,
net of taxes of $2,181
    
    
    3,605
    
    
    
    
    
    
    
    3,605Amortization of accumulated other comprehensive loss on
terminated swap agreement
    
    
    2,317
    
    
    
    
    
    
    
    2,317Foreign currency translation adjustment
    
    
    33,414
    
    
    
    127
    
    
    
    33,541Balance at June 30, 2009
    
    $
    850,105
    
    
    $
    14,204
    
    
    $
    864,309
  CinemarkHoldings, Inc.
    
    
    
    
    
    
    TotalStockholders
    
    
    Noncontrolling
    
    
    StockholdersEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2008
    
    $
    1,019,203
    
    
    $
    16,182
    
    
    $
    1,035,385Share based awards compensation expense
    
    
    2,078
    
    
    
    
    
    
    
    2,078Exercise of stock options
    
    
    633
    
    
    
    
    
    
    
    633Dividends paid to stockholders
    
    
    (38,598
    )
    
    
    
    
    
    
    (38,598
    )Dividends accrued on unvested restricted stock unit awards
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (340
    )
    
    
    (340
    )Comprehensive income:Net income
    
    
    20,774
    
    
    
    2,244
    
    
    
    23,018Fair value adjustments on interest rate swap agreements,
net of taxes of $677
    
    
    1,087
    
    
    
    
    
    
    
    1,087Foreign currency translation adjustment
    
    
    27,440
    
    
    
    210
    
    
    
    27,650Balance at June 30, 2008
    
    $
    1,032,592
    
    
    $
    18,296
    
    
    $
    1,050,888
 10




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##### Table of Contents



5. Acquisitions
  Business Combinations
 Theatre properties and equipment
    
    $
    25,575Brandname
    
    
    3,500Noncompete agreement
    
    
    1,630Goodwill
    
    
    44,565Unfavorable lease
    
    
    (3,600
    )Capital lease liability (for one theatre)
    
    
    (22,720
    )Total
    
    $
    48,950
  6. Investment in National CineMedia
    11




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##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Other revenue
    
    $
    1,469
    
    
    $
    521
    
    
    $
    2,870
    
    
    $
    922Equity income
    
    $
    383
    
    
    $
    37
    
    
    $
    407
    
    
    $
    37Distributions from NCM
    
    $
    5,027
    
    
    $
    3,403
    
    
    $
    11,606
    
    
    $
    8,585
 As ofJune 30,
    
    December 31,2009
    
    2008Accounts receivable from NCM
    
    $
    525
    
    
    $
    228
  Gross revenues
    
    $
    73,510Operating income
    
    $
    22,363Net earnings
    
    $
    11,941
 12




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##### Table of Contents



7. Investment in Digital Cinema Implementation Partners
   8. Share Based Awards
   Stock Options 
 WeightedAverageWeighted
    
    
    Grant
    
    
    AggregateNumber of
    
    
    Average
    
    
    Date Fair
    
    
    IntrinsicOptions
    
    
    Exercise Price
    
    
    Value
    
    
    ValueOutstanding at December 31, 2008
    
    
    6,139,670
    
    
    $
    7.63
    
    
    $
    3.51Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (26,992
    )
    
    $
    7.63
    
    
    $
    3.51Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding at June 30, 2009
    
    
    6,112,678
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    22,556Options exercisable at June 30, 2009
    
    
    6,112,678
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    22,556
    13




---



##### Table of Contents



Restricted Stock
  WeightedShares of
    
    AverageRestricted
    
    Grant DateStock
    
    Fair ValueOutstanding at December 31, 2008
    
    
    385,666
    
    
    $
    13.32Granted
    
    
    472,881
    
    
    $
    9.69Forfeited
    
    
    (18,591
    )
    
    $
    11.02Vested
    
    
    (38,369
    )
    
    $
    13.03Outstanding at June 30, 2009
    
    
    801,587
    
    
    $
    11.24Unvested restricted stock at June 30, 2009
    
    
    801,587
    
    
    $
    11.24
  Restricted Stock Units
  Number ofShares
    
    Value atVesting
    
    Grantat IRR of at least 8.5%
    
    
    101,051
    
    
    $
    963at IRR of at least 10.5%
    
    
    202,117
    
    
    $
    1,927at IRR of at least 12.5%
    
    
    303,168
    
    
    $
    2,891
 14




---



##### Table of Contents



WeightedAverageNumber of
    
    Grant DateUnits
    
    Fair ValueUnvested restricted stock units at December 31, 2008(1) (2)
    
    
    135,027
    
    
    $
    13.00Granted(1)
    
    
    192,407
    
    
    $
    9.54Forfeited
    
    
    (13,279
    )
    
    $
    11.02Vested
    
    
    
    
    
    
    Unvested restricted stock units at June 30, 2009
    
    
    314,155
    
    
    $
    10.96
 
 (1)
    
    Represents the number of shares to be issued, net of estimated forfeitures, if
the mid-point IRR level is achieved for each respective grant.(2)
    
    The terms of these awards are similar to those discussed for the awards
granted during the six months ended June 30, 2009.  9. Long-Term Debt Activity
 Issuance of Cinemark USA, Inc. 8.625% Senior Notes Due 2019
 3 4
  15




---



##### Table of Contents



Cash Tender Offer for Cinemark, Inc.s 9 3/4% Senior Discount Notes due 2014
 3 4 3 4 3 4
  Fair Value of Long Term Debt
  10. Interest Rate Swap Agreements
 Accounting for Derivative Instruments and Hedging Activities.
 16




---



##### Table of Contents



Fair Value
Measurements
      Beginning liability balance  January 1, 2009
    
    $
    24,781Total gain included in accumulated other comprehensive loss
    
    
    (5,786
    )Ending liability balance  June 30, 2009
    
    $
    18,995
 17




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##### Table of Contents



11. Goodwill and Other Intangible Assets
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    TotalBalance at December 31, 2008
    
    $
    903,461
    
    
    $
    136,357
    
    
    $
    1,039,818Acquisition of theatres (1)
    
    
    44,565
    
    
    
    
    
    
    
    44,565Foreign currency translation adjustments
    
    
    
    
    
    
    16,015
    
    
    
    16,015Balance at June 30, 2009
    
    $
    948,026
    
    
    $
    152,372
    
    
    $
    1,100,398
 
 (1)
    
    See Note 5. Goodwill and Other Intangible Assets
 Fair Value
Measurements
 18




---



##### Table of Contents



Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 30,2008
    
    Additions(1)
    
    Amortization
    
    Other(2)
    
    2009Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    $
    55,840
    
    
    $
    (375
    )
    
    $
    
    
    
    $
    670
    
    
    $
    56,135Accumulated amortization
    
    
    (26,664
    )
    
    
    
    
    
    
    (1,568
    )
    
    
    
    
    
    
    (28,232
    )Net carrying amount
    
    
    29,176
    
    
    
    (375
    )
    
    
    (1,568
    )
    
    
    670
    
    
    
    27,903Other intangible assets:Gross carrying amount
    
    
    22,856
    
    
    
    5,130
    
    
    
    
    
    
    
    (790
    )
    
    
    27,196Accumulated amortization
    
    
    (19,366
    )
    
    
    
    
    
    
    (1,145
    )
    
    
    772
    
    
    
    (19,739
    )Net carrying amount
    
    
    3,490
    
    
    
    5,130
    
    
    
    (1,145
    )
    
    
    (18
    )
    
    
    7,457Total net intangible assets with finite lives
    
    
    32,666
    
    
    
    4,755
    
    
    
    (2,713
    )
    
    
    652
    
    
    
    35,360Intangible assets with indefinite lives:Tradename
    
    
    309,102
    
    
    
    
    
    
    
    
    
    
    
    851
    
    
    
    309,953Total intangible assets  net
    
    $
    341,768
    
    
    $
    4,755
    
    
    $
    (2,713
    )
    
    $
    1,503
    
    
    $
    345,313
 
 (1)
    
    The additions to other intangible assets are a result of the acquisition of
theatres in the U.S. during March 2009 as discussed in Note 5. The reduction in vendor
contracts is a result of an adjustment to the preliminary purchase price allocation related to
the acquisition of theatres in Brazil, which occurred during 2008.(2)
    
    Includes foreign currency translation adjustments, impairment and write-offs
for closed theatres. See Note 12 for summary of impairment charges. 19




---



##### Table of Contents



For the six months ended December 31, 2009
    
    $
    3,702For the twelve months ended December 31, 2010
    
    
    5,531For the twelve months ended December 31, 2011
    
    
    5,242For the twelve months ended December 31, 2012
    
    
    4,355For the twelve months ended December 31, 2013
    
    
    3,625Thereafter
    
    
    12,905Total
    
    $
    35,360
 12. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
 Fair Value
Measurements
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United State theatre properties
    
    $
    3,844
    
    
    $
    1,058
    
    
    $
    4,665
    
    
    $
    5,545International theatre properties
    
    
    86
    
    
    
    284
    
    
    
    233
    
    
    
    284Subtotal
    
    $
    3,930
    
    
    $
    1,342
    
    
    $
    4,898
    
    
    $
    5,829Intangible assets
    
    
    
    
    
    
    
    
    
    
    71
    
    
    
    Impairment of long-lived assets
    
    $
    3,930
    
    
    $
    1,342
    
    
    $
    4,969
    
    
    $
    5,829
 20




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##### Table of Contents



13. Foreign Currency Translation
       14. Comprehensive Income
 Reporting Comprehensive Income
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    19,807
    
    
    $
    16,615
    
    
    $
    38,158
    
    
    $
    23,018Fair value adjustments on interest rate swap agreements , net of taxes (see
Note 10)
    
    
    3,553
    
    
    
    13,045
    
    
    
    3,605
    
    
    
    1,086Amortization of accumulated other comprehensive loss related to terminated
swap agreement (see Note 10)
    
    
    1,159
    
    
    
    
    
    
    
    2,317
    
    
    
    Foreign currency translation adjustment (see Note 13)
    
    
    36,090
    
    
    
    17,829
    
    
    
    33,541
    
    
    
    27,650Comprehensive income
    
    $
    60,609
    
    
    $
    47,489
    
    
    $
    77,621
    
    
    $
    51,754Comprehensive income attributable to noncontrolling interests (1)
    
    
    (2,085
    )
    
    
    (369
    )
    
    
    (2,050
    )
    
    
    ( 2,454
    )Comprehensive income attributable to Cinemark Holdings, Inc.
    
    $
    58,524
    
    
    $
    47,120
    
    
    $
    75,571
    
    
    $
    49,300
 
 (1)
    
    Comprehensive income attributable to noncontrolling interests
consisted of net income and foreign currency translation adjustments. 21




---



##### Table of Contents



15. Supplemental Cash Flow Information
  Six Months EndedJune 30,2009
    
    2008Cash paid for interest(1)
    
    $
    191,507
    
    
    $
    42,931Cash paid for income taxes, net of refunds received
    
    $
    33,893
    
    
    $
    7,504Noncash investing and financing activities:Change in accounts payable and accrued expenses for the
acquisition of theatre properties and equipment
(2)
    
    $
    (7,118
    )
    
    $
    (3,349
    )Theatre properties acquired under capital lease (3)
    
    $
    20,400
    
    
    $
    7,911Investment in NCM (see Note 6)
    
    $
    15,536
    
    
    $
    19,020Dividends accrued on unvested restricted stock unit awards
    
    $
    (85
    )
    
    $
    (25
    )
 
 (1)
    
    Includes $151,952 of interest paid as a result of the repurchase of approximately $402,459 aggregate principal amount of the Companys 93/4% senior discount notes. The interest portion of the repurchase had accreted on the senior discount notes since issuance during 2004.(2)
    
    Additions to theatre properties and equipment included in accounts
payable as of December 31, 2008 and June 30, 3009 were $13,989 and $6,871,
respectively.(3)
    
    Amount recorded during the six months ended June 30, 2009 was a result of
the acquisition of theatres in the U.S. as discussed in Note 5. 16. Segments
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesU.S.
    
    $
    419,575
    
    
    $
    360,247
    
    
    $
    761,019
    
    
    $
    669,047International
    
    
    98,962
    
    
    
    97,900
    
    
    
    184,158
    
    
    
    191,009Eliminations
    
    
    (1,029
    )
    
    
    (913
    )
    
    
    (1,869
    )
    
    
    (1,806
    )Total Revenues
    
    $
    517,508
    
    
    $
    457,234
    
    
    $
    943,308
    
    
    $
    858,250Adjusted EBITDAU.S.
    
    $
    100,576
    
    
    $
    78,815
    
    
    $
    182,295
    
    
    $
    143,691International
    
    
    20,216
    
    
    
    21,023
    
    
    
    36,485
    
    
    
    40,307Total Adjusted EBITDA
    
    $
    120,792
    
    
    $
    99,838
    
    
    $
    218,780
    
    
    $
    183,998Capital ExpendituresU.S.
    
    $
    27,171
    
    
    $
    12,490
    
    
    $
    43,422
    
    
    $
    38,385International
    
    
    10,875
    
    
    
    8,625
    
    
    
    17,496
    
    
    
    13,531Total Capital Expenditures
    
    $
    38,046
    
    
    $
    21,115
    
    
    $
    60,918
    
    
    $
    51,916
 22




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    19,807
    
    
    $
    16,615
    
    
    $
    38,158
    
    
    $
    23,018Add (deduct):Income taxes
    
    
    4,320
    
    
    
    11,840
    
    
    
    18,963
    
    
    
    15,481Interest expense (1)
    
    
    25,649
    
    
    
    30,061
    
    
    
    51,113
    
    
    
    62,134Loss on early retirement of debt
    
    
    26,795
    
    
    
    
    
    
    
    26,795
    
    
    
    40Other income (2)
    
    
    (994
    )
    
    
    (2,224
    )
    
    
    (2,287
    )
    
    
    (5,117
    )Depreciation and amortization
    
    
    37,535
    
    
    
    37,840
    
    
    
    73,668
    
    
    
    75,247Amortization of favorable/unfavorable leases
    
    
    346
    
    
    
    699
    
    
    
    669
    
    
    
    1,403Impairment of long-lived assets
    
    
    3,930
    
    
    
    1,342
    
    
    
    4,969
    
    
    
    5,829Loss on sale of assets and other
    
    
    1,186
    
    
    
    1,109
    
    
    
    1,458
    
    
    
    910Deferred lease expenses
    
    
    1,034
    
    
    
    914
    
    
    
    2,121
    
    
    
    2,146Amortization of long-term prepaid rents
    
    
    360
    
    
    
    425
    
    
    
    750
    
    
    
    829Share based awards compensation expense
    
    
    824
    
    
    
    1,217
    
    
    
    2,403
    
    
    
    2,078Adjusted EBITDA
    
    $
    120,792
    
    
    $
    99,838
    
    
    $
    218,780
    
    
    $
    183,998
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss), and equity in
loss of affiliates and excludes distributions from NCM. Financial Information About Geographic Areas
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Revenues
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008U.S. and Canada
    
    $
    419,575
    
    
    $
    360,247
    
    
    $
    761,019
    
    
    $
    669,047Brazil
    
    
    49,323
    
    
    
    47,000
    
    
    
    92,581
    
    
    
    91,634Mexico
    
    
    15,311
    
    
    
    21,002
    
    
    
    29,528
    
    
    
    40,404Other foreign countries
    
    
    34,328
    
    
    
    29,898
    
    
    
    62,049
    
    
    
    58,971Eliminations
    
    
    (1,029
    )
    
    
    (913
    )
    
    
    (1,869
    )
    
    
    (1,806
    )Total
    
    $
    517,508
    
    
    $
    457,234
    
    
    $
    943,308
    
    
    $
    858,250
 June 30,
    
    
    December 31,Theatre Properties and Equipment-net
    
    2009
    
    
    2008U.S. and Canada
    
    $
    1,069,319
    
    
    $
    1,073,551Brazil
    
    
    73,281
    
    
    
    58,641Mexico
    
    
    39,042
    
    
    
    38,290Other foreign countries
    
    
    42,490
    
    
    
    37,801Total
    
    $
    1,224,132
    
    
    $
    1,208,283
 17. Related Party Transactions
   23




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##### Table of Contents



18. Commitments and Contingencies
  19. Subsequent Event  Dividend Declaration
  20. Subsequent Event  Notice of Call of 9 3/4% Senior Discount Notes
 3 4
 24




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   Transformers: Revenge of the Fallen, Up, Star
Trek, The Hangover, Night at the Museum 2: Battle of the Smithsonian, Monsters vs. Aliens, X-Men
Origins: Wolverine, Taken Fast & Furious. Ice Age: Dawn of the Dinosaurs, Harry Potter and the Half-Blood Prince, Twilight 2: New
Moon, Alvin and the Chipmunks: The Squeakuel, 2012, G.I. Joe: The Rise of Cobra, Funny People, Old
Dogs, Sherlock Holmes Cloudy With a Chance of Meatballs, The Final
Destination Avatar A Christmas Carol.
      Recent Developments
   25




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Operating data (in millions):RevenuesAdmissions
    
    $
    339.1
    
    
    $
    294.4
    
    
    $
    619.0
    
    
    $
    556.8Concession
    
    
    158.9
    
    
    
    141.5
    
    
    
    288.9
    
    
    
    263.6Other
    
    
    19.5
    
    
    
    21.3
    
    
    
    35.4
    
    
    
    37.8Total revenues
    
    $
    517.5
    
    
    $
    457.2
    
    
    $
    943.3
    
    
    $
    858.2Theatre operating costs (1)Film rentals and advertising
    
    $
    190.9
    
    
    $
    163.8
    
    
    $
    338.0
    
    
    $
    301.9Concession supplies
    
    
    24.0
    
    
    
    23.2
    
    
    
    43.7
    
    
    
    42.0Salaries and wages
    
    
    52.0
    
    
    
    45.3
    
    
    
    96.4
    
    
    
    87.9Facility lease expense
    
    
    59.2
    
    
    
    56.1
    
    
    
    114.9
    
    
    
    112.4Utilities and other
    
    
    54.1
    
    
    
    50.4
    
    
    
    102.9
    
    
    
    98.6Total theatre operating costs
    
    $
    380.2
    
    
    $
    338.8
    
    
    $
    695.9
    
    
    $
    642.8Operating data as a percentage of revenues:RevenuesAdmissions
    
    
    65.5
    %
    
    
    64.4
    %
    
    
    65.6
    %
    
    
    64.9
    %Concession
    
    
    30.7
    %
    
    
    30.9
    %
    
    
    30.6
    %
    
    
    30.7
    %Other
    
    
    3.8
    %
    
    
    4.7
    %
    
    
    3.8
    %
    
    
    4.4
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Theatre operating costs (1) (2)Film rentals and advertising
    
    
    56.3
    %
    
    
    55.6
    %
    
    
    54.6
    %
    
    
    54.2
    %Concession supplies
    
    
    15.1
    %
    
    
    16.4
    %
    
    
    15.1
    %
    
    
    15.9
    %Salaries and wages
    
    
    10.0
    %
    
    
    9.9
    %
    
    
    10.2
    %
    
    
    10.2
    %Facility lease expense
    
    
    11.4
    %
    
    
    12.3
    %
    
    
    12.2
    %
    
    
    13.1
    %Utilities and other
    
    
    10.5
    %
    
    
    11.0
    %
    
    
    10.9
    %
    
    
    11.5
    %Total theatre operating costs
    
    
    73.5
    %
    
    
    74.1
    %
    
    
    73.8
    %
    
    
    74.9
    %Average screen count (month end average)
    
    
    4,862
    
    
    
    4,683
    
    
    
    4,826
    
    
    
    4,672Revenues per average screen (in dollars)
    
    $
    106,450
    
    
    $
    97,642
    
    
    $
    195,452
    
    
    $
    183,701
 
 (1)
    
    Excludes depreciation and amortization expense.(2)
    
    All costs are expressed as a percentage of total revenues, except film
rentals and advertising, which are expressed as a percentage of admissions
revenues and concession supplies, which are expressed as a percentage of
concession revenues. 26




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##### Table of Contents



Three months ended June 30, 2009 and 2008
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues (in millions)
    
    $
    276.2
    
    
    $
    234.3
    
    
    
    17.9
    %
    
    $
    62.9
    
    
    $
    60.1
    
    
    
    4.7
    %
    
    $
    339.1
    
    
    $
    294.4
    
    
    
    15.2
    %Concession revenues (in millions)
    
    $
    131.2
    
    
    $
    114.3
    
    
    
    14.8
    %
    
    $
    27.7
    
    
    $
    27.2
    
    
    
    1.8
    %
    
    $
    158.9
    
    
    $
    141.5
    
    
    
    12.3
    %Other revenues (in millions) (1)
    
    $
    11.1
    
    
    $
    10.7
    
    
    
    3.7
    %
    
    $
    8.4
    
    
    $
    10.6
    
    
    
    (20.8
    %)
    
    $
    19.5
    
    
    $
    21.3
    
    
    
    (8.5
    %)Total revenues (in millions) (1)
    
    $
    418.5
    
    
    $
    359.3
    
    
    
    16.5
    %
    
    $
    99.0
    
    
    $
    97.9
    
    
    
    1.1
    %
    
    $
    517.5
    
    
    $
    457.2
    
    
    
    13.2
    %Attendance (in millions)
    
    
    43.9
    
    
    
    38.6
    
    
    
    13.7
    %
    
    
    17.2
    
    
    
    14.8
    
    
    
    16.2
    %
    
    
    61.1
    
    
    
    53.4
    
    
    
    14.4
    %Revenues per screen (in dollars) (1)
    
    $
    109,438
    
    
    $
    97,871
    
    
    
    11.8
    %
    
    $
    95,431
    
    
    $
    96,811
    
    
    
    (1.4
    %)
    
    $
    106,450
    
    
    $
    97,642
    
    
    
    9.0
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany
transactions with the international operating segment. See Note 16 of our condensed
consolidated financial statements.  Consolidated.
  U.S.
  International.
 Theatre Operating Costs (excludes depreciation and amortization expense).
 27




---



##### Table of Contents



International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    158.8
    
    
    $
    134.4
    
    
    $
    32.1
    
    
    $
    29.4
    
    
    $
    190.9
    
    
    $
    163.8Concession supplies
    
    
    17.2
    
    
    
    16.3
    
    
    
    6.8
    
    
    
    6.9
    
    
    
    24.0
    
    
    
    23.2Salaries and wages
    
    
    43.8
    
    
    
    37.4
    
    
    
    8.2
    
    
    
    7.9
    
    
    
    52.0
    
    
    
    45.3Facility lease expense
    
    
    45.1
    
    
    
    41.3
    
    
    
    14.1
    
    
    
    14.8
    
    
    
    59.2
    
    
    
    56.1Utilities and other
    
    
    40.7
    
    
    
    36.5
    
    
    
    13.4
    
    
    
    13.9
    
    
    
    54.1
    
    
    
    50.4Total theatre operating costs
    
    $
    305.6
    
    
    $
    265.9
    
    
    $
    74.6
    
    
    $
    72.9
    
    
    $
    380.2
    
    
    $
    338.8
  Consolidated.
   U.S.
   International.
  
 28




---



##### Table of Contents



General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Interest Income.
 Loss on Early Retirement of Debt. 3 4
 Distributions from NCM.
 Income Taxes.
 29




---



##### Table of Contents



Six months ended June 30, 2009 and 2008
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedSix Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues (in millions)
    
    $
    501.7
    
    
    $
    437.1
    
    
    
    14.8
    %
    
    $
    117.3
    
    
    $
    119.7
    
    
    
    (2.0
    %)
    
    $
    619.0
    
    
    $
    556.8
    
    
    
    11.2
    %Concession revenues (in millions)
    
    $
    237.2
    
    
    $
    211.0
    
    
    
    12.4
    %
    
    $
    51.7
    
    
    $
    52.6
    
    
    
    (1.7
    %)
    
    $
    288.9
    
    
    $
    263.6
    
    
    
    9.6
    %Other revenues (in millions) (1)
    
    $
    20.2
    
    
    $
    19.1
    
    
    
    5.8
    %
    
    $
    15.2
    
    
    $
    18.7
    
    
    
    (18.7
    %)
    
    $
    35.4
    
    
    $
    37.8
    
    
    
    (6.3
    %)Total revenues (in millions) (1)
    
    $
    759.1
    
    
    $
    667.2
    
    
    
    13.8
    %
    
    $
    184.2
    
    
    $
    191.0
    
    
    
    (3.6
    %)
    
    $
    943.3
    
    
    $
    858.2
    
    
    
    9.9
    %Attendance (in millions)
    
    
    81.2
    
    
    
    72.9
    
    
    
    11.4
    %
    
    
    34.0
    
    
    
    30.2
    
    
    
    12.6
    %
    
    
    115.2
    
    
    
    103.1
    
    
    
    11.7
    %Revenues per screen (in dollars) (1)
    
    $
    200,379
    
    
    $
    182,264
    
    
    
    9.9
    %
    
    $
    177,636
    
    
    $
    188,904
    
    
    
    (6.0
    %)
    
    $
    195,452
    
    
    $
    183,701
    
    
    
    6.4
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany
transactions with the international operating segment. See Note 16 of our condensed
consolidated financial statements.  Consolidated.
  U.S.
  International.
 
 30




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##### Table of Contents



Theatre Operating Costs (excludes depreciation and amortization expense).
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedSix Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    278.8
    
    
    $
    243.2
    
    
    $
    59.2
    
    
    $
    58.7
    
    
    $
    338.0
    
    
    $
    301.9Concession supplies
    
    
    30.6
    
    
    
    28.8
    
    
    
    13.1
    
    
    
    13.2
    
    
    
    43.7
    
    
    
    42.0Salaries and wages
    
    
    81.1
    
    
    
    72.8
    
    
    
    15.3
    
    
    
    15.1
    
    
    
    96.4
    
    
    
    87.9Facility lease expense
    
    
    87.7
    
    
    
    82.8
    
    
    
    27.2
    
    
    
    29.6
    
    
    
    114.9
    
    
    
    112.4Utilities and other
    
    
    77.6
    
    
    
    71.7
    
    
    
    25.3
    
    
    
    26.9
    
    
    
    102.9
    
    
    
    98.6Total theatre operating costs
    
    $
    555.8
    
    
    $
    499.3
    
    
    $
    140.1
    
    
    $
    143.5
    
    
    $
    695.9
    
    
    $
    642.8
  Consolidated.
   U.S.
   International.
  31




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##### Table of Contents



General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Interest Income.
 Loss on Early Retirement of Debt. 3 4
 Distributions from NCM.
 Income Taxes.
 Liquidity and Capital Resources
 Operating Activities
 3 4
 32




---



##### Table of Contents



Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalSix Months Ended June 30, 2009
    
    $
    24.0
    
    
    $
    36.9
    
    
    $
    60.9Six Months Ended June 30, 2008
    
    $
    36.4
    
    
    $
    15.5
    
    
    $
    51.9
    Financing Activities
 3 4
  33




---



##### Table of Contents



June 30, 2009
    
    December 31, 2008Cinemark, USA, Inc. term loan
    
    $
    1,089.2
    
    
    $
    1,094.8Cinemark
USA, Inc. 8 5/8% senior notes due 20191
    
    
    458.5
    
    
    
    Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    16.9
    
    
    
    411.3Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    0.2
    
    
    
    0.2Other long-term debt
    
    
    1.7
    
    
    
    2.2Total long-term debt
    
    
    1,566.5
    
    
    
    1,508.5Less current portion
    
    
    12.6
    
    
    
    12.5Long-term debt, less current portion
    
    $
    1,553.9
    
    
    $
    1,496.0
 
 1
    
    Includes the $470.0 million aggregate principal amount of the
85/8%
senior notes net of the discount of $11.5 million. 5 8 3 4
  Payments Due by Period(in millions)Less Than
    
    1 - 3
    
    4 - 5
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    Years
    
    Years
    
    5 YearsLong-term debt 1
    
    $
    1,578.0
    
    
    $
    12.6
    
    
    $
    22.7
    
    
    $
    1,072.7
    
    
    $
    470.0Scheduled interest payments on long-term debt 2
    
    
    614.3
    
    
    
    77.3
    
    
    
    153.8
    
    
    
    118.6
    
    
    
    264.6Operating lease obligations
    
    
    1,908.1
    
    
    
    182.3
    
    
    
    359.6
    
    
    
    346.7
    
    
    
    1,019.5Capital lease obligations
    
    
    143.6
    
    
    
    6.9
    
    
    
    14.7
    
    
    
    18.1
    
    
    
    103.9Scheduled interest payments on capital leases
    
    
    115.3
    
    
    
    14.3
    
    
    
    26.5
    
    
    
    23.3
    
    
    
    51.2Employment agreements
    
    
    9.9
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    
    
    
    
    Purchase commitments 3
    
    
    63.3
    
    
    
    21.5
    
    
    
    41.6
    
    
    
    0.1
    
    
    
    0.1FIN 48 liabilities 4
    
    
    10.8
    
    
    
    10.8
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,443.3
    
    
    $
    329.0
    
    
    $
    625.5
    
    
    $
    1,579.5
    
    
    $
    1,909.3
 
 1
    
    Includes the 8 5/8% senior notes in the aggregate principal amount
outstanding of $470.0 million, excluding the discount of $11.5 million.2
    
    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 June 30, 2009. The average interest rates on our fixed rate and variable rate debt
were 7.6% and 2.2%, respectively, as of June 30, 2009.3
    
    Includes estimated capital expenditures associated with the construction of new theatres to
which we were committed as of June 30, 2009.4
    
    The contractual obligations table excludes the long-term portion of our FIN 48
liabilities of $14.4 million because we cannot make a reliable estimate of the timing of the
related cash payments. 
 34




---



##### Table of Contents



Cinemark, Inc. 9 3/4% Senior Discount Notes
 3 4 9 3/4% senior discount notes on or after
March 15, 2009.
 3 4
 3 4
 3 4 3 4
    Cinemark USA, Inc. 8 5/8% Senior Notes
 3 4
   35




---



##### Table of Contents



Senior Secured Credit Facility
     3 4
 36




---



##### Table of Contents



Cinemark USA, Inc. 9% Senior Subordinated Notes
    Seasonality
  37




---



##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
       Expected Maturity for
the Twelve-Month Periods Ending June 30,
    
    Average(in millions)
    
    Interest2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Fair Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    37.0
    
    
    $
    280.1
    
    
    $
    470.0
    
    
    $
    787.1
    
    
    $
    776.8
    
    
    
    7.6
    %Variable rate
    
    
    12.6
    
    
    
    11.5
    
    
    
    11.2
    
    
    
    755.6
    
    
    
    
    
    
    
    
    
    
    
    790.9
    
    
    
    795.3
    
    
    
    2.2
    %Total debt
    
    $
    12.6
    
    
    $
    11.5
    
    
    $
    11.2
    
    
    $
    792.6
    
    
    $
    280.1
    
    
    $
    470.0
    
    
    $
    1,578.0
    
    
    $
    1,572.1
 
 (1)
    
    Includes $300.0 million of the Cinemark USA, Inc. term loan, which represents
the debt hedged with the Companys interest rate swap agreements. 38




---



##### Table of Contents



Foreign Currency Exchange Rate Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  39




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
 (a)
    
    The Company held its annual meeting of stockholders for 2009 on May 13, 2009 or the
Annual Meeting at the Cinemark Legacy Theatre located at 7201 Central Expressway, Plano,
Texas 75025.(b)
    
    The matters voted upon at the Annual Meeting were as follows:
 i)
    
    Election of Class II directors.ii)
    
    Approval and ratification of the appointment of the Companys independent
registered public accounting firm Deloitte & Touche LLP for the fiscal year ending
December 31, 2009.
  Broker Non-Description of Matter
    
    For
    
    Against
    
    Withheld
    
    Abstentions
    
    VotesElection of Directors:Vahe A. Dombalagian
    
    
    103,800,458
    
    
    
    
    
    
    
    2,148,439
    
    
    
    
    
    
    
    Peter R. Ezersky
    
    
    105,826,130
    
    
    
    
    
    
    
    122,767
    
    
    
    
    
    
    
    Carlos M. Sepulveda
    
    
    105,829,722
    
    
    
    
    
    
    
    119,175
    
    
    
    
    
    
    
    Ratification of the appointment
of the Companys independent,
registered public accounting
firm Deloitte & Touche LLP:
    
    
    105,937,676
    
    
    
    9,286
    
    
    
    
    
    
    
    1,935
    
    
    
    
 40




---



##### Table of Contents



Item 6.
    
    Exhibits
 4.1
    
    Exchange and Registration Rights Agreement dated as of June 29,
2009 among Cinemark USA, Inc., the Guarantors named therein and the
Initial Purchasers named therein (incorporated by reference to
Exhibit 4.2 to the Companys Current Report on Form 8-K, File
No. 001-33401, filed July 6, 2009).4.2(a)
    
    Indenture dated as of June 29, 2009, among Cinemark USA, Inc., the
Guarantors named therein and Wells Fargo Bank, N.A., as trustee
governing the 8.625% Senior Notes due 2019 of Cinemark USA, Inc.
issued thereunder (incorporated by reference to Exhibit 4.2 to the
Companys Current Report on Form 8-K, File No. 001-33401, filed
July 6, 2009).4.2(b)
    
    Form of 8.625% Senior Notes due 2019 of Cinemark USA, Inc.
(contained in the Indenture listed as Exhibit 4.2(a) above)
(incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K, File No. 001-33401, filed July 6, 2009).4.3(a)
    
    Indenture dated as of March 31, 2004 between Cinemark, Inc. and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The
Bank of New York Trust Company, N.A.) governing the 9.75% Senior
Discount Notes issued thereunder (incorporated by reference to
Exhibit 4.2(a) to Cinemark, Inc.s Registration Statement on Form
S-4 (File No. 333-116292) filed June 8, 2004).4.3(b)
    
    First Supplemental Indenture dated as of June 29, 2009 between
Cinemark, Inc., the subsidiary guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The
Bank of New York Trust Company, N.A.) (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K, File
No. 001-33401, filed June 30, 2009).*10.1
    
    Employment agreement, dated as of April 7, 2009, between Cinemark
Holdings, Inc. and Steven Bunnell.*31.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Alan Stock, Chief
Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith. 41




---



##### Table of Contents



SIGNATURES
  DATE:August 7, 2009
    CINEMARK HOLDINGS, INC.
Registrant/s/Alan W. StockAlan W. StockChief Executive Officer/s/Robert CoppleRobert CoppleChief Financial Officer 42




---



##### Table of Contents



EXHIBIT INDEX4.1
    
    Exchange and Registration Rights Agreement dated as of June 29,
2009 among Cinemark USA, Inc., the Guarantors named therein and
the Initial Purchasers named therein (incorporated by reference to
Exhibit 4.2 to the Companys Current Report on Form 8-K, File
No. 001-33401, filed July 6, 2009).4.2(a)
    
    Indenture dated as of June 29, 2009, among Cinemark USA, Inc., the
Guarantors named therein and Wells Fargo Bank, N.A., as trustee
governing the 8.625% Senior Notes due 2019 of Cinemark USA, Inc.
issued thereunder (incorporated by reference to Exhibit 4.2 to the
Companys Current Report on Form 8-K, File No. 001-33401, filed
July 6, 2009).4.2(b)
    
    Form of 8.625% Senior Notes due 2019 of Cinemark USA, Inc.
(contained in the Indenture listed as Exhibit 4.2(a) above)
(incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K, File No. 001-33401, filed July 6, 2009).4.3(a)
    
    Indenture dated as of March 31, 2004 between Cinemark, Inc. and
The Bank of New York Mellon Trust Company, N.A. (formerly known as
The Bank of New York Trust Company, N.A.) governing the 9.75%
Senior Discount Notes issued thereunder (incorporated by reference
to Exhibit 4.2(a) to Cinemark, Inc.s Registration Statement on
Form S-4 (File No. 333-116292) filed June 8, 2004).4.3(b)
    
    First Supplemental Indenture dated as of June 29, 2009 between
Cinemark, Inc., the subsidiary guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The
Bank of New York Trust Company, N.A.) (incorporated by reference
to Exhibit 4.1 to the Companys Current Report on Form 8-K, File
No. 001-33401, filed June 30, 2009).*10.1
    
    Employment agreement, dated as of April 7, 2009, between Cinemark
Holdings, Inc. and Steven Bunnell.*31.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Alan Stock, Chief
Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by
Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith.