##### 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, 2008
 Commission File Number: 001-33401
 CINEMARK HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-5490327(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 3900 Dallas ParkwaySuite 500Plano, Texas
    
    75093(Address of principal executive offices)
    
    (Zip Code)
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  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, 2008 and December 31, 2007 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three and six months ended June 30, 2008 and 2007 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4T. 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
    
    
    42Employment Agreement-Alan StockEmployment Agreement- Robert CoppleEmployment Agreement- Tim WarnerEmployment Agreement- Michael CavalierTermination Agreement- Tandy MitchellCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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Cautionary Statement Regarding Forward-Looking Statements
  3




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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 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    396,270
    
    
    $
    338,043Inventories
    
    
    8,195
    
    
    
    7,000Accounts receivable
    
    
    33,353
    
    
    
    35,368Income tax receivable
    
    
    
    
    
    
    18,339Current deferred tax asset
    
    
    5,441
    
    
    
    5,215Prepaid expenses and other
    
    
    7,194
    
    
    
    10,070Total current assets
    
    
    450,453
    
    
    
    414,035THEATRE PROPERTIES AND EQUIPMENT
    
    
    1,890,966
    
    
    
    1,818,505Less accumulated depreciation and amortization
    
    
    588,586
    
    
    
    504,439Theatre properties and equipment  net
    
    
    1,302,380
    
    
    
    1,314,066OTHER ASSETSGoodwill
    
    
    1,148,487
    
    
    
    1,134,689Intangible assets  net
    
    
    351,832
    
    
    
    353,047Investments in and advances to affiliates
    
    
    22,058
    
    
    
    3,662Deferred charges and other assets  net
    
    
    57,831
    
    
    
    77,393Total other assets
    
    
    1,580,208
    
    
    
    1,568,791TOTAL ASSETS
    
    $
    3,333,041
    
    
    $
    3,296,892LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    12,770
    
    
    $
    9,166Current portion of capital lease obligations
    
    
    5,203
    
    
    
    4,684Income tax payable
    
    
    3,763
    
    
    
    Accounts payable and accrued expenses
    
    
    203,676
    
    
    
    204,472Total current liabilities
    
    
    225,412
    
    
    
    218,322LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    1,517,877
    
    
    
    1,514,579Capital lease obligations, less current portion
    
    
    121,601
    
    
    
    116,486Deferred income taxes
    
    
    154,872
    
    
    
    168,475Long-term portion FIN 48 liability
    
    
    16,490
    
    
    
    15,500Deferred lease expenses
    
    
    21,444
    
    
    
    19,235Deferred revenue  NCM
    
    
    190,823
    
    
    
    172,696Other long-term liabilities
    
    
    33,634
    
    
    
    36,214Total long-term liabilities
    
    
    2,056,741
    
    
    
    2,043,185COMMITMENTS AND CONTINGENCIES (see Note 19)MINORITY INTERESTS IN SUBSIDIARIES
    
    
    18,296
    
    
    
    16,182STOCKHOLDERS EQUITYCommon stock, $0.001 par value: 300,000,000 shares authorized and
106,983,684 shares issued and outstanding at December 31,
2007 and
107,457,584 shares issued and outstanding at June 30, 2008
    
    
    107
    
    
    
    107Additional paid-in-capital
    
    
    942,038
    
    
    
    939,327Retained earnings
    
    
    29,225
    
    
    
    47,074Accumulated other comprehensive income
    
    
    61,222
    
    
    
    32,695Total stockholders equity
    
    
    1,032,592
    
    
    
    1,019,203TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,333,041
    
    
    $
    3,296,892
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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007REVENUESAdmissions
    
    $
    294,425
    
    
    $
    283,117
    
    
    $
    556,792
    
    
    $
    527,107Concession
    
    
    141,474
    
    
    
    138,448
    
    
    
    263,631
    
    
    
    253,535Other
    
    
    21,335
    
    
    
    18,471
    
    
    
    37,827
    
    
    
    37,416Total revenues
    
    
    457,234
    
    
    
    440,036
    
    
    
    858,250
    
    
    
    818,058COST OF OPERATIONSFilm rentals and advertising
    
    
    163,799
    
    
    
    159,084
    
    
    
    301,939
    
    
    
    287,378Concession supplies
    
    
    23,205
    
    
    
    22,668
    
    
    
    41,954
    
    
    
    40,125Salaries and wages
    
    
    45,321
    
    
    
    45,444
    
    
    
    87,908
    
    
    
    85,626Facility lease expense
    
    
    56,124
    
    
    
    53,253
    
    
    
    112,446
    
    
    
    104,898Utilities and other
    
    
    50,411
    
    
    
    48,219
    
    
    
    98,576
    
    
    
    92,412General and administrative expenses
    
    
    24,495
    
    
    
    18,381
    
    
    
    45,067
    
    
    
    37,114Termination of profit participation agreement
    
    
    
    
    
    
    6,952
    
    
    
    
    
    
    
    6,952Depreciation and amortization
    
    
    37,840
    
    
    
    36,720
    
    
    
    75,247
    
    
    
    73,595Amortization of favorable leases
    
    
    699
    
    
    
    625
    
    
    
    1,403
    
    
    
    1,559Impairment of long-lived assets
    
    
    1,342
    
    
    
    7,036
    
    
    
    5,829
    
    
    
    56,766(Gain) loss on sale of assets and other
    
    
    1,109
    
    
    
    (1,864
    )
    
    
    910
    
    
    
    (1,559
    )Total cost of operations
    
    
    404,345
    
    
    
    396,518
    
    
    
    771,279
    
    
    
    784,866OPERATING INCOME
    
    
    52,889
    
    
    
    43,518
    
    
    
    86,971
    
    
    
    33,192OTHER INCOME (EXPENSE)Interest expense
    
    
    (30,061
    )
    
    
    (35,301
    )
    
    
    (62,134
    )
    
    
    (76,798
    )Interest income
    
    
    2,940
    
    
    
    4,454
    
    
    
    6,684
    
    
    
    8,237Gain on NCM transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,773Gain on Fandango transaction
    
    
    
    
    
    
    9,205
    
    
    
    
    
    
    
    9,205Foreign currency exchange gain (loss)
    
    
    (24
    )
    
    
    (57
    )
    
    
    (240
    )
    
    
    163Loss on early retirement of debt
    
    
    
    
    
    
    (123
    )
    
    
    (40
    )
    
    
    (7,952
    )Distributions from NCM
    
    
    3,403
    
    
    
    1,362
    
    
    
    8,585
    
    
    
    1,362Equity in loss of affiliates
    
    
    (692
    )
    
    
    (265
    )
    
    
    (1,327
    )
    
    
    (1,496
    )Minority interests in income of subsidiaries
    
    
    (1,092
    )
    
    
    (606
    )
    
    
    (2,244
    )
    
    
    (895
    )Total other income (expense)
    
    
    (25,526
    )
    
    
    (21,331
    )
    
    
    (50,716
    )
    
    
    142,599INCOME BEFORE INCOME TAXES
    
    
    27,363
    
    
    
    22,187
    
    
    
    36,255
    
    
    
    175,791Income taxes
    
    
    11,840
    
    
    
    (25,683
    )
    
    
    15,481
    
    
    
    9,710NET INCOME
    
    $
    15,523
    
    
    $
    47,870
    
    
    $
    20,774
    
    
    $
    166,081WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    107,141
    
    
    
    102,950
    
    
    
    106,982
    
    
    
    97,784Diluted
    
    
    109,467
    
    
    
    105,292
    
    
    
    109,178
    
    
    
    100,123NET EARNINGS PER SHAREBasic
    
    $
    0.14
    
    
    $
    0.46
    
    
    $
    0.19
    
    
    $
    1.70Diluted
    
    $
    0.14
    
    
    $
    0.45
    
    
    $
    0.19
    
    
    $
    1.66
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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, unaudited)
 Six months ended June 30,2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    20,774
    
    
    $
    166,081Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    73,244
    
    
    
    71,566Amortization of intangible and other assets
    
    
    3,406
    
    
    
    3,588Amortization of long-term prepaid rents
    
    
    829
    
    
    
    511Amortization of debt issue costs
    
    
    2,338
    
    
    
    2,363Amortization of debt premium
    
    
    
    
    
    
    (678
    )Amortization of deferred revenues, deferred lease incentives and other
    
    
    (1,748
    )
    
    
    (875
    )Impairment of long-lived assets
    
    
    5,829
    
    
    
    56,766Share based awards compensation expense
    
    
    2,078
    
    
    
    1,449Gain on NCM Transaction
    
    
    
    
    
    
    (210,773
    )Gain on Fandango Transaction
    
    
    
    
    
    
    (9,205
    )(Gain) loss on sale of assets and other
    
    
    910
    
    
    
    (1,559
    )Write-off of unamortized bond premiums and unamortized debt issue costs
related to the early retirement of debt
    
    
    193
    
    
    
    (17,098
    )Accretion of interest on senior discount notes
    
    
    20,039
    
    
    
    21,150Deferred lease expenses
    
    
    2,146
    
    
    
    3,311Deferred income tax expenses
    
    
    (14,506
    )
    
    
    (126,443
    )Equity in loss of affiliates
    
    
    1,327
    
    
    
    1,496Minority interests in income of subsidiaries
    
    
    2,244
    
    
    
    895Changes in assets and liabilities:Inventories
    
    
    (1,195
    )
    
    
    (728
    )Accounts receivable
    
    
    2,015
    
    
    
    (2,256
    )Prepaid expenses and other
    
    
    2,876
    
    
    
    300Other assets
    
    
    (4,778
    )
    
    
    (2,144
    )Advances with affiliates
    
    
    223
    
    
    
    250Accounts payable and accrued expenses
    
    
    547
    
    
    
    (21,070
    )Interest paid on repurchased senior discount notes
    
    
    (2,929
    )
    
    
    Increase in deferred revenues related to NCM Transaction
    
    
    
    
    
    
    174,001Increase in deferred revenues related to Fandango Transaction
    
    
    
    
    
    
    5,000Other long-term liabilities
    
    
    14
    
    
    
    (5,171
    )Income tax receivable/payable
    
    
    23,092
    
    
    
    55,867Net cash provided by operating activities
    
    
    138,968
    
    
    
    166,594INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (51,916
    )
    
    
    (73,148
    )Proceeds from sale of theatre properties and equipment
    
    
    2,224
    
    
    
    13,915Increase in escrow deposits due to like-kind exchange
    
    
    (2,089
    )
    
    
    Return of escrow deposits
    
    
    23,439
    
    
    
    Acquisition of one theatre
    
    
    (5,011
    )
    
    
    Investment in joint venture  DCIP
    
    
    (1,000
    )
    
    
    (1,500
    )Net proceeds from sale of NCM stock
    
    
    
    
    
    
    214,842Net proceeds from sale of Fandango stock
    
    
    
    
    
    
    11,347Net cash provided by (used for) investing activities
    
    
    (34,353
    )
    
    
    165,456FINANCING ACTIVITIESNet proceeds from initial public offering
    
    
    
    
    
    
    245,978Proceeds from stock option exercises
    
    
    633
    
    
    
    117Dividends paid to stockholders
    
    
    (38,598
    )
    
    
    Repurchase of senior discount notes
    
    
    (6,174
    )
    
    
    Retirement of senior subordinated notes
    
    
    
    
    
    
    (332,066
    )Repayments of long-term debt
    
    
    (4,050
    )
    
    
    (7,200
    )Payments on capital leases
    
    
    (2,363
    )
    
    
    (1,760
    )Other
    
    
    (340
    )
    
    
    (208
    )Net cash used for financing activities
    
    
    (50,892
    )
    
    
    (95,139
    )EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
    
    
    4,504
    
    
    
    2,527INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    58,227
    
    
    
    239,438CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    338,043
    
    
    
    147,099End of period
    
    $
    396,270
    
    
    $
    386,537SUPPLEMENTAL INFORMATION (See Note 16)
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1. The Company and Basis of Presentation
     2. New Accounting Pronouncements
 Fair Value Measurements.
 The Fair Value Option for Financial Assets
and Financial Liabilities.
 Business Combinations
 7




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Noncontrolling Interest in Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activities-an Amendment of FASB Statement No. 133
 The Hierarchy of Generally Accepted Accounting
Principles.
 3. Initial Public Offering
 3 4
 8




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4. Earnings Per Share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net income
    
    $
    15,523
    
    
    $
    47,870
    
    
    $
    20,774
    
    
    $
    166,081Basic:Weighted average common shares outstanding
    
    
    107,141
    
    
    
    102,950
    
    
    
    106,982
    
    
    
    97,784Net income per common share
    
    $
    0.14
    
    
    $
    0.46
    
    
    $
    0.19
    
    
    $
    1.70Diluted:Weighted average common shares outstanding
    
    
    107,141
    
    
    
    102,950
    
    
    
    106,982
    
    
    
    97,784Common equivalent shares for stock options
    
    
    2,184
    
    
    
    2,342
    
    
    
    2,196
    
    
    
    2,339Common equivalent shares for restricted
stock and restricted stock units
(1)
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common and common
equivalent shares outstanding
    
    
    109,467
    
    
    
    105,292
    
    
    
    109,178
    
    
    
    100,123Net income per common and common equivalent share
    
    $
    0.14
    
    
    $
    0.45
    
    
    $
    0.19
    
    
    $
    1.66
 
 (1)
    
    Common equivalent shares for restricted stock of 413 and restricted stock units of
135 were excluded from the diluted earnings per share calculation for the six months ended
June 30, 2008 because they were anti-dilutive. 5. Dividend Payment
  6. Investment in National CineMedia and Transaction Related to its Initial Public Offering
  9




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10




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Three Months Ended
    
    Six Months EndedJune 26, 2008
    
    June 26, 2008Gross revenues
    
    $
    86,736
    
    
    $
    149,388Operating income
    
    $
    39,086
    
    
    $
    57,354Net earnings
    
    $
    26,670
    
    
    $
    30,916
 11




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7. Investment in Digital Cinema Implementation Partners
    8. Sale of Investment in Fandango, Inc.
   9. Share Based Awards
      12




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Stock Options 
 WeightedNumber
    
    Averageof
    
    ExerciseOptions
    
    PriceOutstanding at December 31, 2007
    
    
    6,323,429
    
    
    $
    7.63Granted
    
    
    
    
    
    
    Exercised
    
    
    (82,992
    )
    
    $
    7.63Forfeited
    
    
    (11,276
    )
    
    $
    7.63Outstanding at June 30, 2008
    
    
    6,229,161
    
    
    $
    7.63Options exercisable at June 30, 2008
    
    
    5,228,073
    
    
    $
    7.63
  Restricted Stock
  13




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Shares ofRestrictedStockOutstanding at December 31, 2007
    
    
    21,880Granted
    
    
    390,908Forfeited
    
    
    Outstanding at June 30, 2008
    
    
    412,788Unvested restricted stock at June 30, 2008
    
    
    390,908
 Restricted Stock Units
  Number ofShares
    
    Value atVesting
    
    Grantat IRR of at least 8.5%
    
    
    68,116
    
    
    $
    885at IRR of at least 10.5%
    
    
    136,239
    
    
    $
    1,771at IRR of at least 12.5%
    
    
    204,361
    
    
    $
    2,656
  14




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10. Early Retirement of Long-Term Debt
  3 4
 11. Interest Rate Swap Agreements
 Accounting for Derivative Instruments and Hedging Activities
  15




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12. Goodwill and Other Intangible Assets
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    

    Segment
    



    TotalBalance at December 31, 2007
    
    $
    979,148
    
    
    $
    155,541
    
    
    $
    1,134,689Acquisition of one theatre (1)
    
    
    2,892
    
    
    
    
    
    
    
    2,892Foreign currency translation adjustments
    
    
    
    
    
    
    10,906
    
    
    
    10,906Balance at June 30, 2008
    
    $
    982,040
    
    
    $
    166,447
    
    
    $
    1,148,487
 
 (1)
    
    The Company acquired one theatre during 2008 for approximately $5,011, which
resulted in $2,892 of goodwill and $2,119 of theatre properties and equipment. The theatre
is included in the Companys U.S. operating segment. Goodwill and Other Intangible Assets
 16




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ForeignCurrencyBalance at
    
    
    
    
    
    
    Translation
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    Adjustments
    
    
    June 30,2007
    
    
    Amortization
    
    
    & Other
    
    
    2008Intangible assets with finite lives:Capitalized licensing fees:Gross carrying amount
    
    $
    5,138
    
    
    $
    
    
    
    $
    
    
    
    $
    5,138Accumulated amortization
    
    
    (1,565
    )
    
    
    (213
    )
    
    
    
    
    
    
    (1,778
    )Net carrying amount
    
    
    3,573
    
    
    
    (213
    )
    
    
    
    
    
    
    3,360Vendor contracts:Gross carrying amount
    
    
    56,973
    
    
    
    
    
    
    
    875
    
    
    
    57,848Accumulated amortization
    
    
    (23,342
    )
    
    
    (1,717
    )
    
    
    
    
    
    
    (25,059
    )Net carrying amount
    
    
    33,631
    
    
    
    (1,717
    )
    
    
    875
    
    
    
    32,789Net favorable leases:Gross carrying amount
    
    
    20,691
    
    
    
    
    
    
    
    305
    
    
    
    20,996Accumulated amortization
    
    
    (15,581
    )
    
    
    (1,403
    )
    
    
    13
    
    
    
    (16,971
    )Net carrying amount
    
    
    5,110
    
    
    
    (1,403
    )
    
    
    318
    
    
    
    4,025Other intangible assets:Gross carrying amount
    
    
    69
    
    
    
    
    
    
    
    2
    
    
    
    71Accumulated amortization
    
    
    (20
    )
    
    
    (2
    )
    
    
    
    
    
    
    (22
    )Net carrying amount
    
    
    49
    
    
    
    (2
    )
    
    
    2
    
    
    
    49Total net intangible assets with finite lives
    
    
    42,363
    
    
    
    (3,335
    )
    
    
    1,195
    
    
    
    40,223Intangible assets with indefinite lives:Tradename
    
    
    310,681
    
    
    
    
    
    
    
    925
    
    
    
    311,606Other unamortized intangible assets
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Total intangible assets  net
    
    $
    353,047
    
    
    $
    (3,335
    )
    
    $
    2,120
    
    
    $
    351,832
  For the six months ended December 31, 2008
    
    $
    3,065For the twelve months ended December 31, 2009
    
    
    5,278For the twelve months ended December 31, 2010
    
    
    4,996For the twelve months ended December 31, 2011
    
    
    4,542For the twelve months ended December 31, 2012
    
    
    3,677Thereafter
    
    
    18,665Total
    
    $
    40,223
 17




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##### Table of Contents



13. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
   14. Foreign Currency Translation
     18




---



##### Table of Contents



15. Comprehensive Income
 Reporting Comprehensive Income
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net income
    
    $
    15,523
    
    
    $
    47,870
    
    
    $
    20,774
    
    
    $
    166,081Fair value
adjustments on
interest rate swap
agreements (see Note
11)
    
    
    13,045
    
    
    
    7,629
    
    
    
    1,086
    
    
    
    6,422Foreign currency
translation
adjustment (see Note
14)
    
    
    18,552
    
    
    
    15,257
    
    
    
    27,440
    
    
    
    17,127Comprehensive income
    
    $
    47,120
    
    
    $
    70,756
    
    
    $
    49,300
    
    
    $
    189,630
 16. Supplemental Cash Flow Information
  Six Months EndedJune 30,2008
    
    2007Cash paid for interest
    
    $
    42,931
    
    
    $
    69,477Cash paid for income taxes, net of refunds received
    
    $
    7,504
    
    
    $
    80,158Noncash investing and financing activities:Change in construction lease obligations related to construction of theatres
    
    $
    
    
    
    $
    (2,429
    )Change in
accounts payable and accrued expenses for the acquisition of theatre properties and equipment
    
    $
    (3,349
    )
    
    $
    (845
    )Theatre properties acquired under capital lease
    
    $
    7,911
    
    
    $
    2,943Investment in NCM (see Note 6)
    
    $
    19,020
    
    
    $
    Dividends accrued on unvested restricted stock unit awards (see Note 9)
    
    $
    (25
    )
    
    $
    
  19




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##### Table of Contents



17. Segments
   Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007RevenuesU.S.
    
    $
    360,247
    
    
    $
    349,043
    
    
    $
    669,047
    
    
    $
    655,418International
    
    
    97,900
    
    
    
    91,790
    
    
    
    191,009
    
    
    
    164,051Eliminations
    
    
    (913
    )
    
    
    (797
    )
    
    
    (1,806
    )
    
    
    (1,411
    )Total Revenues
    
    $
    457,234
    
    
    $
    440,036
    
    
    $
    858,250
    
    
    $
    818,058Adjusted EBITDAU.S.
    
    $
    78,815
    
    
    $
    76,173
    
    
    $
    143,691
    
    
    $
    142,874International
    
    
    21,023
    
    
    
    20,871
    
    
    
    40,307
    
    
    
    34,264Total Adjusted EBITDA
    
    $
    99,838
    
    
    $
    97,044
    
    
    $
    183,998
    
    
    $
    177,138Capital ExpendituresU.S.
    
    $
    12,490
    
    
    $
    28,148
    
    
    $
    38,385
    
    
    $
    53,045International
    
    
    8,625
    
    
    
    12,935
    
    
    
    13,531
    
    
    
    20,103Total Capital Expenditures
    
    $
    21,115
    
    
    $
    41,083
    
    
    $
    51,916
    
    
    $
    73,148
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net income
    
    $
    15,523
    
    
    $
    47,870
    
    
    $
    20,774
    
    
    $
    166,081Add (deduct):Income taxes
    
    
    11,840
    
    
    
    (25,683
    )
    
    
    15,481
    
    
    
    9,710Interest expense (1)
    
    
    30,061
    
    
    
    35,301
    
    
    
    62,134
    
    
    
    76,798Gain on NCM Transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (210,773
    )Gain on Fandango Transaction
    
    
    
    
    
    
    (9,205
    )
    
    
    
    
    
    
    (9,205
    )Loss on early retirement of debt
    
    
    
    
    
    
    123
    
    
    
    40
    
    
    
    7,952Other income (2)
    
    
    (1,132
    )
    
    
    (3,526
    )
    
    
    (2,873
    )
    
    
    (6,009
    )Termination of profit participation agreement
    
    
    
    
    
    
    6,952
    
    
    
    
    
    
    
    6,952Depreciation and amortization
    
    
    37,840
    
    
    
    36,720
    
    
    
    75,247
    
    
    
    73,595Amortization of favorable leases
    
    
    699
    
    
    
    625
    
    
    
    1,403
    
    
    
    1,559Impairment of long-lived assets
    
    
    1,342
    
    
    
    7,036
    
    
    
    5,829
    
    
    
    56,766(Gain) loss on sale of assets and other
    
    
    1,109
    
    
    
    (1,864
    )
    
    
    910
    
    
    
    (1,559
    )Deferred lease expenses
    
    
    914
    
    
    
    1,704
    
    
    
    2,146
    
    
    
    3,311Amortization of long-term prepaid rents
    
    
    425
    
    
    
    275
    
    
    
    829
    
    
    
    511Share based awards compensation expense
    
    
    1,217
    
    
    
    716
    
    
    
    2,078
    
    
    
    1,449Adjusted EBITDA
    
    $
    99,838
    
    
    $
    97,044
    
    
    $
    183,998
    
    
    $
    177,138
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss), equity in loss
of affiliates and minority interests in income of subsidiaries and excludes distributions
from NCM. 20




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##### Table of Contents



Financial Information About Geographic Areas
  Three Months Ended June 30,
    
    Six Months Ended June 30,Revenues
    
    2008
    
    2007
    
    2008
    
    2007U.S. and Canada
    
    $
    360,247
    
    
    $
    349,043
    
    
    $
    669,047
    
    
    $
    655,418Brazil
    
    
    47,000
    
    
    
    41,613
    
    
    
    91,634
    
    
    
    76,025Mexico
    
    
    21,002
    
    
    
    21,209
    
    
    
    40,404
    
    
    
    37,888Other foreign countries
    
    
    29,898
    
    
    
    28,968
    
    
    
    58,971
    
    
    
    50,138Eliminations
    
    
    (913
    )
    
    
    (797
    )
    
    
    (1,806
    )
    
    
    (1,411
    )Total
    
    $
    457,234
    
    
    $
    440,036
    
    
    $
    858,250
    
    
    $
    818,058
 June 30,
    
    December 31,Theatre Properties and Equipment-net
    
    2008
    
    2007U.S. and Canada
    
    $
    1,118,816
    
    
    $
    1,137,244Brazil
    
    
    78,943
    
    
    
    72,635Mexico
    
    
    60,839
    
    
    
    59,201Other foreign countries
    
    
    43,782
    
    
    
    44,986Total
    
    $
    1,302,380
    
    
    $
    1,314,066
 18. Related Party Transactions
    21




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##### Table of Contents



19. Commitments and Contingencies
   20. Subsequent Event  Dividend Declaration
  21. Subsequent Event  Share Exchange with Minority Partners
  22




---



##### Table of Contents



22. Subsequent Event  Investment in DCIP
  23




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Iron Man, Indiana Jones and the Kingdom of the Crystal Skull,
Kung Fu Panda, Horton Hears a Who, Sex and the City, Incredible Hulk, Get Smart WALL-E, Hancock, The Dark Knight, The Mummy: Tomb of the Dragon Emperor, Quantum
of Solace, Madagascar: Escape 2 Africa, Harry Potter and the Half-Blood Prince Journey to the Center of the Earth Bolt. Monsters vs. Aliens, Ice Age 3: Dawn of the Dinosaurs, Avatar Up.
      Recent Developments
   24




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Operating data (in millions):RevenuesAdmissions
    
    $
    294.4
    
    
    $
    283.1
    
    
    $
    556.8
    
    
    $
    527.1Concession
    
    
    141.5
    
    
    
    138.4
    
    
    
    263.6
    
    
    
    253.5Other
    
    
    21.3
    
    
    
    18.5
    
    
    
    37.8
    
    
    
    37.4Total revenues
    
    $
    457.2
    
    
    $
    440.0
    
    
    $
    858.2
    
    
    $
    818.0Theatre operating costs (1)Film rentals and advertising
    
    $
    163.8
    
    
    $
    159.1
    
    
    $
    301.9
    
    
    $
    287.4Concession supplies
    
    
    23.2
    
    
    
    22.7
    
    
    
    42.0
    
    
    
    40.1Salaries and wages
    
    
    45.3
    
    
    
    45.4
    
    
    
    87.9
    
    
    
    85.6Facility lease expense
    
    
    56.1
    
    
    
    53.3
    
    
    
    112.4
    
    
    
    104.9Utilities and other
    
    
    50.4
    
    
    
    48.2
    
    
    
    98.6
    
    
    
    92.4Total theatre operating costs
    
    $
    338.8
    
    
    $
    328.7
    
    
    $
    642.8
    
    
    $
    610.4Operating data as a percentage of revenues:RevenuesAdmissions
    
    
    64.4
    %
    
    
    64.3
    %
    
    
    64.9
    %
    
    
    64.4
    %Concession
    
    
    30.9
    %
    
    
    31.5
    %
    
    
    30.7
    %
    
    
    31.0
    %Other
    
    
    4.7
    %
    
    
    4.2
    %
    
    
    4.4
    %
    
    
    4.6
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Theatre operating costs (1) (2)Film rentals and advertising
    
    
    55.6
    %
    
    
    56.2
    %
    
    
    54.2
    %
    
    
    54.5
    %Concession supplies
    
    
    16.4
    %
    
    
    16.4
    %
    
    
    15.9
    %
    
    
    15.8
    %Salaries and wages
    
    
    9.9
    %
    
    
    10.3
    %
    
    
    10.2
    %
    
    
    10.5
    %Facility lease expense
    
    
    12.3
    %
    
    
    12.1
    %
    
    
    13.1
    %
    
    
    12.8
    %Utilities and other
    
    
    11.0
    %
    
    
    11.0
    %
    
    
    11.5
    %
    
    
    11.3
    %Total theatre operating costs
    
    
    74.1
    %
    
    
    74.7
    %
    
    
    74.9
    %
    
    
    74.6
    %Average screen count (month end average)
    
    
    4,683
    
    
    
    4,521
    
    
    
    4,672
    
    
    
    4,504Revenues per average screen (in dollars)
    
    $
    97,642
    
    
    $
    97,326
    
    
    $
    183,701
    
    
    $
    181,612
 
 (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. 25




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##### Table of Contents



Three months ended June 30, 2008 and 2007
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeAdmissions revenues (in millions)
    
    $
    234.3
    
    
    $
    225.2
    
    
    
    4.0
    %
    
    $
    60.1
    
    
    $
    57.9
    
    
    
    3.8
    %
    
    $
    294.4
    
    
    $
    283.1
    
    
    
    4.0
    %Concession revenues (in millions)
    
    $
    114.3
    
    
    $
    112.7
    
    
    
    1.4
    %
    
    $
    27.2
    
    
    $
    25.7
    
    
    
    5.8
    %
    
    $
    141.5
    
    
    $
    138.4
    
    
    
    2.2
    %Other revenues (in millions) (1)
    
    $
    10.7
    
    
    $
    10.3
    
    
    
    3.9
    %
    
    $
    10.6
    
    
    $
    8.2
    
    
    
    29.3
    %
    
    $
    21.3
    
    
    $
    18.5
    
    
    
    15.1
    %Total revenues (in millions) (1)
    
    $
    359.3
    
    
    $
    348.2
    
    
    
    3.2
    %
    
    $
    97.9
    
    
    $
    91.8
    
    
    
    6.6
    %
    
    $
    457.2
    
    
    $
    440.0
    
    
    
    3.9
    %Attendance (in millions)
    
    
    38.6
    
    
    
    38.9
    
    
    
    (0.8
    %)
    
    
    14.8
    
    
    
    16.8
    
    
    
    (11.9
    %)
    
    
    53.4
    
    
    
    55.7
    
    
    
    (4.1
    %)Revenues per screen (in dollars) (1)
    
    $
    97,871
    
    
    $
    97,870
    
    
    
    0.0
    %
    
    $
    96,811
    
    
    $
    95,317
    
    
    
    1.6
    %
    
    $
    97,642
    
    
    $
    97,326
    
    
    
    0.3
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 17 of our condensed consolidated financial
statements.  Consolidated.
  U.S.
  International.
 Theatre Operating Costs (excludes depreciation and amortization expense).
 26




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##### Table of Contents



International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007Film rentals and advertising
    
    $
    134.4
    
    
    $
    129.7
    
    
    $
    29.4
    
    
    $
    29.4
    
    
    $
    163.8
    
    
    $
    159.1Concession supplies
    
    
    16.3
    
    
    
    16.3
    
    
    
    6.9
    
    
    
    6.4
    
    
    
    23.2
    
    
    
    22.7Salaries and wages
    
    
    37.4
    
    
    
    38.6
    
    
    
    7.9
    
    
    
    6.8
    
    
    
    45.3
    
    
    
    45.4Facility lease expense
    
    
    41.3
    
    
    
    40.3
    
    
    
    14.8
    
    
    
    13.0
    
    
    
    56.1
    
    
    
    53.3Utilities and other
    
    
    36.5
    
    
    
    36.3
    
    
    
    13.9
    
    
    
    11.9
    
    
    
    50.4
    
    
    
    48.2Total theatre operating costs
    
    $
    265.9
    
    
    $
    261.2
    
    
    $
    72.9
    
    
    $
    67.5
    
    
    $
    338.8
    
    
    $
    328.7
  Consolidated.
   U.S.
   International.
  27




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##### Table of Contents



General and Administrative Expenses.
 Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 (Gain) Loss on Sale of Assets and Other.
 Interest Expense. 3 4
 Interest Income.
 Gain on Fandango transaction.
 Distributions from NCM.
 Income Taxes.
 28




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##### Table of Contents



Six months ended June 30, 2008 and 2007
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedSix Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeAdmissions revenues (in millions)
    
    $
    437.1
    
    
    $
    422.7
    
    
    
    3.4
    %
    
    $
    119.7
    
    
    $
    104.4
    
    
    
    14.7
    %
    
    $
    556.8
    
    
    $
    527.1
    
    
    
    5.6
    %Concession revenues (in millions)
    
    $
    211.0
    
    
    $
    208.2
    
    
    
    1.3
    %
    
    $
    52.6
    
    
    $
    45.3
    
    
    
    16.1
    %
    
    $
    263.6
    
    
    $
    253.5
    
    
    
    4.0
    %Other revenues (in millions) (1)
    
    $
    19.1
    
    
    $
    23.1
    
    
    
    (17.3
    %)
    
    $
    18.7
    
    
    $
    14.3
    
    
    
    30.8
    %
    
    $
    37.8
    
    
    $
    37.4
    
    
    
    1.1
    %Total revenues (in millions) (1)
    
    $
    667.2
    
    
    $
    654.0
    
    
    
    2.0
    %
    
    $
    191.0
    
    
    $
    164.0
    
    
    
    16.5
    %
    
    $
    858.2
    
    
    $
    818.0
    
    
    
    4.9
    %Attendance (in millions)
    
    
    72.9
    
    
    
    73.9
    
    
    
    (1.4
    %)
    
    
    30.2
    
    
    
    31.0
    
    
    
    (2.6
    %)
    
    
    103.1
    
    
    
    104.9
    
    
    
    (1.7
    %)Revenues per screen (in dollars) (1)
    
    $
    182,264
    
    
    $
    184,569
    
    
    
    (1.2
    %)
    
    $
    188,904
    
    
    $
    170,709
    
    
    
    10.7
    %
    
    $
    183,701
    
    
    $
    181,612
    
    
    
    1.2
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 17 of our condensed consolidated financial
statements.  Consolidated.
  U.S.
  International.
 29




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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 30,2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007Film rentals and advertising
    
    $
    243.2
    
    
    $
    235.2
    
    
    $
    58.7
    
    
    $
    52.2
    
    
    $
    301.9
    
    
    $
    287.4Concession supplies
    
    
    28.8
    
    
    
    28.7
    
    
    
    13.2
    
    
    
    11.4
    
    
    
    42.0
    
    
    
    40.1Salaries and wages
    
    
    72.8
    
    
    
    73.0
    
    
    
    15.1
    
    
    
    12.6
    
    
    
    87.9
    
    
    
    85.6Facility lease expense
    
    
    82.8
    
    
    
    80.2
    
    
    
    29.6
    
    
    
    24.7
    
    
    
    112.4
    
    
    
    104.9Utilities and other
    
    
    71.7
    
    
    
    70.6
    
    
    
    26.9
    
    
    
    21.8
    
    
    
    98.6
    
    
    
    92.4Total theatre operating costs
    
    $
    499.3
    
    
    $
    487.7
    
    
    $
    143.5
    
    
    $
    122.7
    
    
    $
    642.8
    
    
    $
    610.4
  Consolidated.
   U.S.
   International.
  30




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##### Table of Contents



General and Administrative Expenses.
 Termination of Profit Participation Agreement.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 (Gain) Loss on Sale of Assets and Other.
 Interest Expense. 3 4
 Interest Income.
 Gain on NCM transaction.
 Gain on Fandango transaction.
 Distributions from NCM.
 31




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##### Table of Contents



Income Taxes.
 Liquidity and Capital Resources
 Operating Activities
  3 4 3 4
 Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalSix Months Ended June 30, 2008
    
    $
    36.4
    
    
    $
    15.5
    
    
    $
    51.9Six Months Ended June 30, 2007
    
    $
    52.2
    
    
    $
    20.9
    
    
    $
    73.1
   32




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##### Table of Contents



Financing Activities
   3 4
  December 31,June 30, 2008
    
    2007Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    $
    426,705
    
    
    $
    415,768Cinemark USA, Inc. term loan
    
    
    1,100,400
    
    
    
    1,101,686Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    181
    
    
    
    184Other long-term debt
    
    
    3,361
    
    
    
    6,107Total long-term debt
    
    
    1,530,647
    
    
    
    1,523,745Less current portion
    
    
    12,770
    
    
    
    9,166Long-term debt, less current portion
    
    $
    1,517,877
    
    
    $
    1,514,579
 3 4
 33




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##### Table of Contents



Payments Due by Period(in millions)Less Than
    
    1 - 3
    
    4 - 5
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    1 - 3 Years
    
    4 - 5 Years
    
    5 YearsLong-term debt 1
    
    $
    1,560.4
    
    
    $
    12.8
    
    
    $
    24.2
    
    
    $
    803.8
    
    
    $
    719.6Scheduled interest payments on long-term debt 2
    
    
    $502.0
    
    
    
    60.5
    
    
    
    208.0
    
    
    
    193.6
    
    
    
    39.9Operating lease obligations
    
    $
    1,938.0
    
    
    
    182.8
    
    
    
    357.3
    
    
    
    335.5
    
    
    
    1,062.4Capital lease obligations
    
    $
    126.8
    
    
    
    5.2
    
    
    
    12.1
    
    
    
    13.0
    
    
    
    96.5Scheduled interest payments on capital leases
    
    $
    112.0
    
    
    
    12.5
    
    
    
    23.5
    
    
    
    21.4
    
    
    
    54.6Letters of credit
    
    $
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Employment agreements
    
    $
    9.6
    
    
    
    3.2
    
    
    
    6.4
    
    
    
    
    
    
    
    Purchase commitments 3
    
    $
    110.3
    
    
    
    47.0
    
    
    
    62.2
    
    
    
    1.0
    
    
    
    0.1Total obligations 4
    
    $
    4,359.2
    
    
    $
    324.1
    
    
    $
    693.7
    
    
    $
    1,368.3
    
    
    $
    1,973.1
 
 1
    
    Includes the 93/4% senior discount notes in the aggregate principal amount at maturity
of $456.4 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, 2008. The average interest rates on our fixed rate and variable rate debt were
8.1% and 4.5%, respectively, as of June 30, 2008.3
    
    Includes estimated capital expenditures associated with the construction of new theatres to
which we were committed as of June 30, 2008.4
    
    The contractual obligations table excludes the Companys FIN 48 liabilities of $16.5
million because the Company cannot make a reliable estimate of the timing of the related cash
payments. Cinemark, Inc. 9 3/4% Senior Discount Notes
 3 4 3 4
 3 4
 3 4 3 4 3 4
  3 4
 34




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##### Table of Contents



3 4
 Senior Secured Credit Facility
     35




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##### Table of Contents



3 4
  Accounting for Derivative Instruments and Hedging Activities
 Cinemark USA, Inc. 9% Senior Subordinated Notes
   36




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##### Table of Contents



Seasonality
  37




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Accounting for Derivative Instruments and Hedging Activities
  Expected Maturity as of June 30, 2008(in millions)
    
    AverageFair
    
    Interest2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    237.0
    
    
    $
    719.6
    
    
    $
    956.6
    
    
    $
    944.0
    
    
    
    8.1
    %Variable rate
    
    
    12.8
    
    
    
    12.8
    
    
    
    11.4
    
    
    
    11.2
    
    
    
    555.6
    
    
    
    
    
    
    
    603.8
    
    
    
    605.8
    
    
    
    4.5
    %Total debt
    
    $
    12.8
    
    
    $
    12.8
    
    
    $
    11.4
    
    
    $
    11.2
    
    
    $
    792.6
    
    
    $
    719.6
    
    
    $
    1,560.4
    
    
    $
    1,549.8
 Expected Maturity as of December 31, 2007(in millions)
    
    AverageFair
    
    Interest2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    966.6
    
    
    $
    966.6
    
    
    $
    940.1
    
    
    
    8.2
    %Variable rate
    
    
    9.2
    
    
    
    13.8
    
    
    
    12.4
    
    
    
    11.2
    
    
    
    271.6
    
    
    
    289.6
    
    
    
    607.8
    
    
    
    612.8
    
    
    
    6.7
    %Total debt
    
    $
    9.2
    
    
    $
    13.8
    
    
    $
    12.4
    
    
    $
    11.2
    
    
    $
    271.6
    
    
    $
    1,256.2
    
    
    $
    1,574.4
    
    
    $
    1,552.9
 
 (1)
    
    Includes $500.0 million of the Cinemark USA, Inc. term loan, which represents the
debt hedged with the Companys interest rate swap agreements. 38




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##### Table of Contents



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




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##### 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
   i)
    
    Election of Directors ;ii)
    
    Approval and ratification of the appointment of the Companys independent, registered
public accounting firm Deloitte & Touche, LLP;iii)
    
    Approval of the Cinemark Holdings, Inc. Performance Bonus Plan; andiv)
    
    Approval of the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive
Plan.
  Broker Non-Description of Matter
    
    For
    
    Against
    
    Withheld
    
    Abstentions
    
    VotesElection of Directors:Steven P. Rosenberg
    
    
    104,263,794
    
    
    
    n/a
    
    
    
    1,179,736
    
    
    
    n/a
    
    
    
    n/aEnrique F. Senior
    
    
    105,409,625
    
    
    
    n/a
    
    
    
    33,905
    
    
    
    n/a
    
    
    
    n/aDonald G. Soderquist
    
    
    105,409,281
    
    
    
    n/a
    
    
    
    34,249
    
    
    
    n/a
    
    
    
    n/aRoger T. Staubach
    
    
    105,409,715
    
    
    
    n/a
    
    
    
    33,815
    
    
    
    n/a
    
    
    
    n/a
 Broker Non-Description of Matter
    
    For
    
    Against
    
    Withheld
    
    Abstentions
    
    VotesRatification of the
appointment of the
Companys
independent,
registered public
accounting firm
Deloitte & Touche
LLP.
    
    
    94,244,647
    
    
    
    11,198,883
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aApproval of the
Cinemark Holdings,
Inc. Performance
Bonus Plan
    
    
    103,319,534
    
    
    
    212,853
    
    
    
    n/a
    
    
    
    1,234,861
    
    
    
    676,282Approval of the
Amended and Restated
Cinemark Holdings,
Inc. 2006 Long Term
Incentive Plan
    
    
    79,052,685
    
    
    
    24,479,602
    
    
    
    n/a
    
    
    
    1,234,961
    
    
    
    676,282
 40




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##### Table of Contents



Item 6. Exhibits
 *10.1
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Alan Stock.*10.2
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Robert Copple.*10.3
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Tim Warner.*10.4
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Michael Cavalier.*10.5
    
    Termination Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Tandy Mitchell.*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
Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith. 41




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##### Table of Contents



SIGNATURES
  CINEMARK HOLDINGS, INC.
RegistrantDATE:August 8, 2008/s/ Alan W. StockAlan W. StockChief Executive Officer/s/ Robert CoppleRobert CoppleChief Financial Officer 42




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##### Table of Contents



EXHIBIT INDEX
 *10.1
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Alan Stock.*10.2
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Robert Copple.*10.3
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Tim Warner.*10.4
    
    Employment Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Michael Cavalier.*10.5
    
    Termination Agreement, dated as of June 16, 2008, between Cinemark
Holdings, Inc. and Tandy Mitchell.*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
Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith.