##### 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 THESECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended June 30, 2010
 Commission File Number: 001-33401
 CINEMARK HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 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
(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, 2010 and
December 31, 2009 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three and
six months ended June 30, 2010 and 2009 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2010 and 2009 (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
    
    
    37Item 4. Controls and Procedures
    
    
    38PART II. OTHER INFORMATION`Item 1. Legal Proceedings
    
    
    39Item 1A. Risk Factors
    
    
    39Item 2. Unregistered Sales of Equity Securities
    
    
    39Item 6. Exhibits
    
    
    40SIGNATURES
    
    
    41EX-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 31,2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    435,770
    
    
    $
    437,936Inventories
    
    
    10,302
    
    
    
    9,854Accounts receivable
    
    
    40,638
    
    
    
    33,110Income tax receivable
    
    
    13,961
    
    
    
    13,025Current deferred tax asset
    
    
    3,289
    
    
    
    3,321Prepaid expenses and other
    
    
    9,453
    
    
    
    10,051Total current assets
    
    
    513,413
    
    
    
    507,297Theatre properties and equipment
    
    
    1,948,064
    
    
    
    1,936,535Less accumulated depreciation and amortization
    
    
    763,810
    
    
    
    716,947Theatre properties and equipment  net
    
    
    1,184,254
    
    
    
    1,219,588Other assetsGoodwill
    
    
    1,114,343
    
    
    
    1,116,302Intangible assets  net
    
    
    339,210
    
    
    
    342,998Investment in NCM
    
    
    64,283
    
    
    
    34,232Investment in DCIP
    
    
    13,469
    
    
    
    640Investment in Real D
    
    
    6,521
    
    
    
    Investments in and advances to affiliates
    
    
    3,849
    
    
    
    2,889Deferred charges and other assets  net
    
    
    65,809
    
    
    
    52,502Total other assets
    
    
    1,607,484
    
    
    
    1,549,563Total assets
    
    $
    3,305,151
    
    
    $
    3,276,448Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    11,112
    
    
    $
    12,227Current portion of capital lease obligations
    
    
    7,344
    
    
    
    7,340Current liability for uncertain tax positions
    
    
    2,652
    
    
    
    13,229Accounts payable and accrued expenses
    
    
    229,338
    
    
    
    248,036Total current liabilities
    
    
    250,446
    
    
    
    280,832Long-term liabilitiesLong-term debt, less current portion
    
    
    1,526,805
    
    
    
    1,531,478Capital lease obligations, less current portion
    
    
    131,680
    
    
    
    133,028Deferred tax liability
    
    
    110,339
    
    
    
    124,823Liability for uncertain tax positions
    
    
    15,753
    
    
    
    18,432Deferred lease expenses
    
    
    29,359
    
    
    
    27,698Deferred revenue  NCM
    
    
    232,212
    
    
    
    203,006Other long-term liabilities
    
    
    48,623
    
    
    
    42,523Total long-term liabilities
    
    
    2,094,771
    
    
    
    2,080,988Commitments and contingencies (see Note 20)EquityCinemark Holdings, Inc.s stockholders equity:Common stock, $0.001 par value: 300,000,000 shares authorized, 116,787,281 shares issued and 113,427,422 shares
outstanding at June 30, 2010; and 114,222,523 shares issued and 110,917,105 shares
outstanding at December 31, 2009
    
    
    117
    
    
    
    114Additional paid-in-capital
    
    
    1,029,671
    
    
    
    1,011,667Treasury stock, 3,359,859 and 3,305,418 shares, at cost, at June 30, 2010 and December 31, 2009, respectively
    
    
    (44,725
    )
    
    
    (43,895
    )Retained deficit
    
    
    (26,237
    )
    
    
    (60,595
    )Accumulated other comprehensive loss
    
    
    (10,370
    )
    
    
    (7,459
    )Total Cinemark Holdings, Inc.s stockholders equity
    
    
    948,456
    
    
    
    899,832Noncontrolling interests
    
    
    11,478
    
    
    
    14,796Total equity
    
    
    959,934
    
    
    
    914,628Total liabilities and equity
    
    $
    3,305,151
    
    
    $
    3,276,448
  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 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenuesAdmissions
    
    $
    353,085
    
    
    $
    339,088
    
    
    $
    696,075
    
    
    $
    618,971Concession
    
    
    165,230
    
    
    
    158,926
    
    
    
    318,334
    
    
    
    288,957Other
    
    
    21,054
    
    
    
    19,494
    
    
    
    41,591
    
    
    
    35,380Total revenues
    
    
    539,369
    
    
    
    517,508
    
    
    
    1,056,000
    
    
    
    943,308Cost of operationsFilm rentals and advertising
    
    
    193,550
    
    
    
    190,826
    
    
    
    382,369
    
    
    
    337,952Concession supplies
    
    
    24,494
    
    
    
    24,027
    
    
    
    46,900
    
    
    
    43,744Salaries and wages
    
    
    56,250
    
    
    
    52,070
    
    
    
    108,792
    
    
    
    96,420Facility lease expense
    
    
    61,990
    
    
    
    59,195
    
    
    
    124,705
    
    
    
    114,933Utilities and other
    
    
    57,648
    
    
    
    54,168
    
    
    
    112,869
    
    
    
    102,896General and administrative expenses
    
    
    24,946
    
    
    
    23,675
    
    
    
    50,476
    
    
    
    45,463Depreciation and amortization
    
    
    34,657
    
    
    
    37,535
    
    
    
    68,590
    
    
    
    73,668Amortization of favorable/unfavorable leases
    
    
    258
    
    
    
    346
    
    
    
    416
    
    
    
    669Impairment of long-lived assets
    
    
    4,688
    
    
    
    3,930
    
    
    
    5,035
    
    
    
    4,969Loss on sale of assets and other
    
    
    1,191
    
    
    
    1,186
    
    
    
    4,358
    
    
    
    1,458Total cost of operations
    
    
    459,672
    
    
    
    446,958
    
    
    
    904,510
    
    
    
    822,172Operating income
    
    
    79,697
    
    
    
    70,550
    
    
    
    151,490
    
    
    
    121,136Other income (expense)Interest expense
    
    
    (28,605
    )
    
    
    (25,649
    )
    
    
    (54,615
    )
    
    
    (51,113
    )Interest income
    
    
    1,380
    
    
    
    937
    
    
    
    2,433
    
    
    
    2,769Foreign currency exchange gain
    
    
    348
    
    
    
    472
    
    
    
    80
    
    
    
    538Loss on early retirement of debt
    
    
    
    
    
    
    (26,795
    )
    
    
    
    
    
    
    (26,795
    )Distributions from NCM
    
    
    1,332
    
    
    
    5,027
    
    
    
    11,278
    
    
    
    11,606Equity in loss of affiliates
    
    
    (3,182
    )
    
    
    (415
    )
    
    
    (3,155
    )
    
    
    (1,020
    )Total other expense
    
    
    (28,727
    )
    
    
    (46,423
    )
    
    
    (43,979
    )
    
    
    (64,015
    )Income before income taxes
    
    
    50,970
    
    
    
    24,127
    
    
    
    107,511
    
    
    
    57,121Income taxes
    
    
    10,211
    
    
    
    4,320
    
    
    
    30,041
    
    
    
    18,963Net income
    
    $
    40,759
    
    
    $
    19,807
    
    
    $
    77,470
    
    
    $
    38,158Less: Net income attributable to noncontrolling
interests
    
    
    1,077
    
    
    
    1,137
    
    
    
    2,695
    
    
    
    1,923Net income attributable to Cinemark Holdings, Inc.
    
    $
    39,682
    
    
    $
    18,670
    
    
    $
    74,775
    
    
    $
    36,235Weighted average shares outstandingBasic
    
    
    111,207
    
    
    
    108,483
    
    
    
    110,879
    
    
    
    108,473Diluted
    
    
    111,552
    
    
    
    110,266
    
    
    
    111,299
    
    
    
    109,922Earnings per share attributable to Cinemark Holdings, Inc.s common stockholdersBasic
    
    $
    0.35
    
    
    $
    0.17
    
    
    $
    0.67
    
    
    $
    0.33Diluted
    
    $
    0.35
    
    
    $
    0.17
    
    
    $
    0.67
    
    
    $
    0.33
  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 30,2010
    
    
    2009Operating activitiesNet income
    
    $
    77,470
    
    
    $
    38,158Adjustments to reconcile net income to cash provided by (used for) operating activities:Depreciation
    
    
    66,378
    
    
    
    71,678Amortization of intangible and other assets and unfavorable leases
    
    
    2,628
    
    
    
    2,659Amortization of long-term prepaid rents
    
    
    779
    
    
    
    750Amortization of debt issue costs
    
    
    2,357
    
    
    
    2,399Amortization of deferred revenues, deferred lease incentives and other
    
    
    (3,005
    )
    
    
    (2,167
    )Amortization of accumulated other comprehensive loss related to interest rate swap agreement
    
    
    2,317
    
    
    
    2,317Amortization of bond discount
    
    
    381
    
    
    
    Impairment of long-lived assets
    
    
    5,035
    
    
    
    4,969Share based awards compensation expense
    
    
    3,254
    
    
    
    2,403Loss on sale of assets and other
    
    
    2,325
    
    
    
    1,458Loss on contribution and sale of digital projection systems to DCIP
    
    
    2,033
    
    
    
    Write-off of unamortized debt issue costs related to early retirement of debt
    
    
    
    
    
    
    6,089Accretion of interest on senior discount notes
    
    
    
    
    
    
    8,085Deferred lease expenses
    
    
    1,697
    
    
    
    2,121Deferred income tax expenses
    
    
    (14,176
    )
    
    
    (16,734
    )Equity in loss of affiliates
    
    
    3,155
    
    
    
    1,020Interest paid on repurchased senior discount notes
    
    
    
    
    
    
    (151,952
    )Tax benefit related to stock option exercises
    
    
    1,904
    
    
    
    Increase in deferred revenue related to new U.S. beverage agreement
    
    
    
    
    
    
    6,550Distributions from equity investees
    
    
    2,059
    
    
    
    1,078Changes in assets and liabilities
    
    
    (48,453
    )
    
    
    8,384Net cash provided by (used for) operating activities
    
    
    108,138
    
    
    
    (10,735
    )Investing activitiesAdditions to theatre properties and equipment
    
    
    (56,960
    )
    
    
    (60,918
    )Proceeds from sale of theatre properties and equipment
    
    
    2,148
    
    
    
    653Acquisition of theatres in the U.S.
    
    
    
    
    
    
    (48,950
    )Investment in joint venture  DCIP, net of cash distributions
    
    
    (644
    )
    
    
    (1,500
    )Net cash used for investing activities
    
    
    (55,456
    )
    
    
    (110,715
    )Financing activitiesProceeds from stock option exercises
    
    
    5,482
    
    
    
    206Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings
    
    
    (416
    )
    
    
    Dividends paid to stockholders
    
    
    (40,255
    )
    
    
    (39,269
    )Repurchase of senior discount notes
    
    
    
    
    
    
    (250,507
    )Proceeds from issuance of senior notes
    
    
    
    
    
    
    458,532Payment of debt issue costs
    
    
    (8,706
    )
    
    
    (12,423
    )Repayments of long-term debt
    
    
    (6,136
    )
    
    
    (6,289
    )Payments on capital leases
    
    
    (3,606
    )
    
    
    (2,830
    )Other
    
    
    (110
    )
    
    
    (795
    )Net cash provided by (used for) financing activities
    
    
    (53,747
    )
    
    
    146,625Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,101
    )
    
    
    7,959Increase (decrease) in cash and cash equivalents
    
    
    (2,166
    )
    
    
    33,134Cash and cash equivalents:Beginning of period
    
    
    437,936
    
    
    
    349,603End of period
    
    $
    435,770
    
    
    $
    382,737Supplemental information (See Note 16)
  6




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##### Table of Contents



1. The Company and Basis of Presentation
    2. New Accounting Pronouncements
 Interim Disclosures about Fair Value of
Financial Instruments
 June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueDebt (see Note 11)
    
    $
    (1,537,917
    )
    
    $
    (1,516,184
    )
    
    $
    (1,543,705
    )
    
    $
    (1,513,838
    )Interest rate swap agreements (see Note 12)
    
    $
    (19,257
    )
    
    $
    (19,257
    )
    
    $
    (18,524
    )
    
    $
    (18,524
    )
 Subsequent Events
 7




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##### Table of Contents



The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles"
 Consolidations (Topic 810)  Improvements to Financial Reporting by Enterprises Involved with
Variable Interest Entities.
 Fair Value Measurements and Disclosures:
Improving Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures"
 8




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3. Earnings Per Share
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Net income attributable to Cinemark Holdings, Inc.
    
    $
    39,682
    
    
    $
    18,670
    
    
    $
    74,775
    
    
    $
    36,235Earnings allocated to participating share-based awards(1)
    
    
    (425
    )
    
    
    (129
    )
    
    
    (600
    )
    
    
    (185
    )Net income attributable to common stockholders
    
    $
    39,257
    
    
    $
    18,541
    
    
    $
    74,175
    
    
    $
    36,050Denominator(shares in thousands):Basic weighted average common stock outstanding
    
    
    111,207
    
    
    
    108,483
    
    
    
    110,879
    
    
    
    108,473Common equivalent shares for stock options
    
    
    200
    
    
    
    1,744
    
    
    
    266
    
    
    
    1,428Common equivalent shares for restricted stock units
    
    
    145
    
    
    
    39
    
    
    
    154
    
    
    
    21Diluted
    
    
    111,552
    
    
    
    110,266
    
    
    
    111,299
    
    
    
    109,922Basic earnings per share attributable to common stockholders
    
    $
    0.35
    
    
    $
    0.17
    
    
    $
    0.67
    
    
    $
    0.33Diluted earnings per share attributable to common stockholders
    
    $
    0.35
    
    
    $
    0.17
    
    
    $
    0.67
    
    
    $
    0.33
 
 (1)
    
    For the three months ended June 30, 2010 and 2009, a weighted average of
approximately 1,206 and 754 shares of unvested restricted stock, respectively, are considered
participating securities. For the six months ended June 30, 2010 and 2009, a weighted average
of approximately 898 and 559 shares of unvested restricted stock, respectively, are considered
participating securities. 4. Buyout of Colombia Noncontrolling Interest
  9




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##### Table of Contents



5. Equity
  CinemarkHoldings, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2010
    
    $
    899,832
    
    
    $
    14,796
    
    
    $
    914,628Colombia Share Exchange (see Note 4)
    
    
    5,865
    
    
    
    (5,865
    )
    
    
    Share based awards compensation expense
    
    
    3,254
    
    
    
    
    
    
    
    3,254Stock repurchases related to restricted stock that vested during the six months ended June 30, 2010
    
    
    (299
    )
    
    
    
    
    
    
    (299
    )Exercise of stock options, net of stock withholdings
    
    
    5,367
    
    
    
    
    
    
    
    5,367Tax benefit related to stock option exercises
    
    
    1,904
    
    
    
    
    
    
    
    1,904Dividends paid to stockholders (1)
    
    
    (40,255
    )
    
    
    
    
    
    
    (40,255
    )Dividends accrued on unvested restricted stock unit awards (1)
    
    
    (162
    )
    
    
    
    
    
    
    (162
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (110
    )
    
    
    (110
    )Comprehensive income:Net income
    
    
    74,775
    
    
    
    2,695
    
    
    
    77,470Fair value adjustments on interest rate swap agreements, net of taxes of $276
    
    
    (456
    )
    
    
    
    
    
    
    (456
    )Amortization of accumulated other comprehensive loss on terminated swap agreement
    
    
    2,317
    
    
    
    
    
    
    
    2,317Foreign currency translation adjustment
    
    
    (3,686
    )
    
    
    (38
    )
    
    
    (3,724
    )Balance at June 30, 2010
    
    $
    948,456
    
    
    $
    11,478
    
    
    $
    959,934
 CinemarkHoldings, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    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 (2)
    
    
    (39,269
    )
    
    
    
    
    
    
    (39,269
    )Dividends accrued on unvested restricted stock unit awards (2)
    
    
    (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
 
 (1)
    
    On February 25, 2010, the Companys board of directors declared a cash dividend
for the fourth quarter of 2009 in the amount of $0.18 per share of common stock payable to
stockholders of record on March 5, 2010. The dividend was paid on March 19, 2010 in the total
amount of approximately $20,046. On May 13, 2010, the Companys board of directors declared a
cash dividend for the first quarter of 2010 in the amount of $0.18 per share of common stock
payable to stockholders of record on June 4, 2010. The dividend was paid on June 18, 2010 in
the total amount of approximately $20,209.(2)
    
    On February 13, 2009, the Companys board of directors declared a cash dividend for
the fourth quarter of 2008 in the amount of $0.18 per share of common stock payable to
stockholders of record on March 5, 2009. The dividend was paid on March 20, 2009 in the total
amount of approximately $19,595. On May 13, 2009, the Companys board of directors declared a
cash dividend for the first quarter of 2009 in the amount of $0.18 per share of common stock
payable to stockholders of record on June 2, 2009. The dividend was paid on June 18, 2009 in
the total amount of approximately $19,674. 10




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##### Table of Contents



6. Acquisition of U.S. Theatres
   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
  7. Investment in National CineMedia
  Investment
    
    
    Deferred
    
    
    Distributions
    
    
    Equity
    
    
    Other
    
    
    Cashin NCM
    
    
    Revenue
    
    
    from NCM
    
    
    Earnings
    
    
    Revenue
    
    
    ReceivedBalance as of December 31, 2009
    
    $
    34,232
    
    
    $
    (203,006
    )Receipt of common units due to annual common unit adjustment
    
    
    30,683
    
    
    
    (30,683
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Change of interest gain due to 2010 extraordinary common
unit adjustment
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Revenues earned under exhibitor services agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,434
    )
    
    
    2,434Receipt of excess cash distributions
    
    
    (1,454
    )
    
    
    
    
    
    
    (8,211
    )
    
    
    
    
    
    
    
    
    
    
    9,665Receipt under tax receivable agreement
    
    
    (477
    )
    
    
    
    
    
    
    (3,067
    )
    
    
    
    
    
    
    
    
    
    
    3,544Equity in earnings
    
    
    1,028
    
    
    
    
    
    
    
    
    
    
    
    (1,028
    )
    
    
    
    
    
    
    Amortization of deferred revenue
    
    
    
    
    
    
    1,477
    
    
    
    
    
    
    
    
    
    
    
    (1,477
    )
    
    
    Balance as of and for the period ended June 30, 2010
    
    $
    64,283
    
    
    $
    (232,212
    )
    
    $
    (11,278
    )
    
    $
    (1,028
    )
    
    $
    (3,911
    )
    
    $
    15,643
  11




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##### Table of Contents



Three Months
    
    
    Six MonthsEnded July 1, 2010
    
    
    Ended July 1, 2010Gross revenues
    
    $
    98,998
    
    
    $
    183,656Operating income
    
    $
    43,550
    
    
    $
    69,710Net earnings
    
    $
    27,546
    
    
    $
    40,193
 8. Investment in Digital Cinema Implementation Partners
     12




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##### Table of Contents



9. Investment in Real D
  10. Treasury Stock and Share Based Awards
 Treasury Stock 
 13




---



##### Table of Contents



Stock Options 
 Weighted AverageNumber of
    
    
    Weighted Average
    
    
    Grant Date Fair
    
    
    Aggregate IntrinsicOptions
    
    
    Exercise Price
    
    
    Value
    
    
    ValueOutstanding at December 31, 2009
    
    
    1,231,892
    
    
    $
    7.63
    
    
    $
    3.51Exercised
    
    
    (772,727
    )
    
    $
    7.63
    
    
    $
    3.51Outstanding at June 30, 2010
    
    
    459,165
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    2,535Options exercisable at June 30, 2010
    
    
    459,165
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    2,535
   Restricted Stock
  WeightedShares of
    
    
    AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding at December 31, 2009
    
    
    764,078
    
    
    $
    11.10Granted
    
    
    679,308
    
    
    $
    17.94Forfeited
    
    
    (2,719
    )
    
    $
    11.03Vested
    
    
    (189,885
    )
    
    $
    12.64Outstanding at June 30, 2010
    
    
    1,250,782
    
    
    $
    14.58Unvested restricted stock at June 30, 2010
    
    
    1,250,782
    
    
    $
    14.58
  14




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##### Table of Contents



Restricted Stock Units
  Number ofShares
    
    Value atVesting
    
    Grantat IRR of at least 8.5%
    
    
    132,144
    
    
    $
    2,423at IRR of at least 10.5%
    
    
    264,288
    
    
    $
    4,847at IRR of at least 12.5%
    
    
    396,432
    
    
    $
    7,271
    15




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##### Table of Contents



11. Long-Term Debt Activity
 Senior Notes
 3 4
 Cash Tender Offer for Cinemark, Inc.s 9 3/4% Senior Discount Notes due 2014
 3 4 3 4
 Amendment and Extension of Senior Secured Credit Facility
    16




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##### Table of Contents



Fair Value of Long-Term Debt
  12. Interest Rate Swap Agreements
 .
   2010
    
    
    2009Beginning liability balance  January 1
    
    $
    18,524
    
    
    $
    24,781Total (gain) loss included in accumulated other comprehensive loss
    
    
    733
    
    
    
    (5,786
    )Ending liability balance  June 30
    
    $
    19,257
    
    
    $
    18,995
  17




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##### Table of Contents



13. Goodwill and Other Intangible Assets
  U.S.
    
    
    InternationalOperating
    
    
    OperatingSegment
    
    
    Segment
    
    
    TotalBalance at December 31, 2009 (1)
    
    $
    948,026
    
    
    $
    168,276
    
    
    $
    1,116,302Foreign currency translation adjustments
    
    
    
    
    
    
    (1,959
    )
    
    
    (1,959
    )Balance at June 30, 2010 (1)
    
    $
    948,026
    
    
    $
    166,317
    
    
    $
    1,114,343
 
 (1)
    
    Balances are presented net of accumulated impairment losses of $214,031 for
the U.S. operating segment and $27,622 for the international operating segment.   18




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##### Table of Contents



Balance at
    
    
    
    
    
    
    Foreign Currency
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    Translation
    
    
    June 30,2009
    
    
    Amortization
    
    
    Adjustments & Other
    
    
    2010Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    $
    56,474
    
    
    $
    
    
    
    $
    61
    
    
    $
    56,535Accumulated amortization
    
    
    (29,870
    )
    
    
    (1,634
    )
    
    
    
    
    
    
    (31,504
    )Net carrying amount
    
    
    26,604
    
    
    
    (1,634
    )
    
    
    61
    
    
    
    25,031Other intangible assets:Gross carrying amount
    
    
    26,510
    
    
    
    
    
    
    
    (1,896
    )
    
    
    24,614Accumulated amortization
    
    
    (20,596
    )
    
    
    (1,125
    )
    
    
    726
    
    
    
    (20,995
    )Net carrying amount
    
    
    5,914
    
    
    
    (1,125
    )
    
    
    (1,170
    )
    
    
    3,619Total net intangible assets with finite lives
    
    
    32,518
    
    
    
    (2,759
    )
    
    
    (1,109
    )
    
    
    28,650Intangible assets with indefinite lives:Tradename
    
    
    310,480
    
    
    
    
    
    
    
    80
    
    
    
    310,560Total intangible assets  net
    
    $
    342,998
    
    
    $
    (2,759
    )
    
    $
    (1,029
    )
    
    $
    339,210
  For the six months ended December 31, 2010
    
    $
    2,643For the twelve months ended December 31, 2011
    
    
    5,158For the twelve months ended December 31, 2012
    
    
    5,002For the twelve months ended December 31, 2013
    
    
    4,256For the twelve months ended December 31, 2014
    
    
    3,710Thereafter
    
    
    7,881Total
    
    $
    28,650
 14. Impairment of Long-Lived Assets
    19




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    

2010
    
    
    2009United States theatre properties
    
    $
    2,494
    
    
    $
    3,844
    
    
    $
    2,841
    
    
    $
    4,665International theatre properties
    
    
    1,063
    
    
    
    86
    
    
    
    1,063
    
    
    
    233Subtotal
    
    $
    3,557
    
    
    $
    3,930
    
    
    $
    3,904
    
    
    $
    4,898Intangible assets
    
    
    1,131
    
    
    
    
    
    
    
    1,131
    
    
    
    71Impairment of long-lived assets
    
    $
    4,688
    
    
    $
    3,930
    
    
    $
    5,035
    
    
    $
    4,969
 15. Foreign Currency Translation
        20




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##### Table of Contents



16. Supplemental Cash Flow Information
  Six Months EndedJune 30,2010
    
    

2009Cash paid for interest (1)
    
    $
    47,788
    
    
    $
    191,507Cash paid for income taxes, net of refunds received
    
    $
    56,429
    
    
    $
    33,893Noncash investing and financing activities:Change in accounts payable and accrued expenses for the acquisition of theatre
properties and equipment (2)
    
    $
    97
    
    
    $
    (7,118
    )Theatre properties acquired under capital lease (3)
    
    $
    2,191
    
    
    $
    20,400Change in fair market values of interest rate swap agreements, net of taxes
    
    $
    (456
    )
    
    $
    3,605Investment in NCM  receipt of common units (see Note 7)
    
    $
    30,683
    
    
    $
    15,536Investment in NCM  change of interest gain (see Note 7)
    
    $
    271
    
    
    $
    Equipment contributed to DCIP (see Note 8)
    
    $
    18,090
    
    
    $
    Dividends accrued on unvested restricted stock unit awards
    
    $
    (162
    )
    
    $
    (85
    )Shares issued upon non-cash stock option exercises, at exercise price of $7.63 per share
    
    $
    413
    
    
    $
    Investment in Real D (see Note 9)
    
    $
    6,521
    
    
    $
    Issuance of shares as a result of Colombia Share Exchange (see Note 4)
    
    $
    6,951
    
    
    $
    
 
 (1)
    
    Amount for six months ended June 30, 2009 includes $151,952 of interest paid as
a result of the repurchase of approximately $402,459 aggregate principal amount of the
Companys 9 3/4% 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, 2009 and June 30, 2010 were $7,823 and $7,919, 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 6. 17. Segments
  21




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenuesU.S.
    
    $
    410,964
    
    
    $
    419,575
    
    
    $
    799,579
    
    
    $
    761,019International
    
    
    129,641
    
    
    
    98,962
    
    
    
    258,912
    
    
    
    184,158Eliminations
    
    
    (1,236
    )
    
    
    (1,029
    )
    
    
    (2,491
    )
    
    
    (1,869
    )Total Revenues
    
    $
    539,369
    
    
    $
    517,508
    
    
    $
    1,056,000
    
    
    $
    943,308Adjusted EBITDAU.S.
    
    $
    96,548
    
    
    $
    100,576
    
    
    $
    185,953
    
    
    $
    182,295International
    
    
    28,568
    
    
    
    20,216
    
    
    
    60,944
    
    
    
    36,485Total Adjusted EBITDA
    
    $
    125,116
    
    
    $
    120,792
    
    
    $
    246,897
    
    
    $
    218,780Capital ExpendituresU.S.
    
    $
    23,508
    
    
    $
    27,171
    
    
    $
    36,008
    
    
    $
    43,422International
    
    
    13,935
    
    
    
    10,875
    
    
    
    20,952
    
    
    
    17,496Total Capital Expenditures
    
    $
    37,443
    
    
    $
    38,046
    
    
    $
    56,960
    
    
    $
    60,918
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    40,759
    
    
    $
    19,807
    
    
    $
    77,470
    
    
    $
    38,158Add (deduct):Income taxes
    
    
    10,211
    
    
    
    4,320
    
    
    
    30,041
    
    
    
    18,963Interest expense (1)
    
    
    28,605
    
    
    
    25,649
    
    
    
    54,615
    
    
    
    51,113Loss on early retirement of debt
    
    
    
    
    
    
    26,795
    
    
    
    
    
    
    
    26,795Other (income) expense (2)
    
    
    1,454
    
    
    
    (994
    )
    
    
    642
    
    
    
    (2,287
    )Depreciation and amortization
    
    
    34,657
    
    
    
    37,535
    
    
    
    68,590
    
    
    
    73,668Amortization of favorable/unfavorable
leases
    
    
    258
    
    
    
    346
    
    
    
    416
    
    
    
    669Impairment of long-lived assets
    
    
    4,688
    
    
    
    3,930
    
    
    
    5,035
    
    
    
    4,969Loss on sale of assets and other
    
    
    1,191
    
    
    
    1,186
    
    
    
    4,358
    
    
    
    1,458Deferred lease expenses
    
    
    914
    
    
    
    1,034
    
    
    
    1,697
    
    
    
    2,121Amortization of long-term prepaid rents
    
    
    438
    
    
    
    360
    
    
    
    779
    
    
    
    750Share based awards compensation expense
    
    
    1,941
    
    
    
    824
    
    
    
    3,254
    
    
    
    2,403Adjusted EBITDA
    
    $
    125,116
    
    
    $
    120,792
    
    
    $
    246,897
    
    
    $
    218,780
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain, and equity in loss of
affiliates and excludes distributions from NCM. Distributions from NCM are reported entirely
within the U.S. operating segment. 22




---



##### Table of Contents



Financial Information About Geographic Areas
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Revenues
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009U.S. and Canada
    
    $
    410,964
    
    
    $
    419,575
    
    
    $
    799,579
    
    
    $
    761,019Brazil
    
    
    69,999
    
    
    
    49,323
    
    
    
    139,217
    
    
    
    92,581Mexico
    
    
    17,715
    
    
    
    15,311
    
    
    
    35,097
    
    
    
    29,528Other foreign
countries
    
    
    41,927
    
    
    
    34,328
    
    
    
    84,598
    
    
    
    62,049Eliminations
    
    
    (1,236
    )
    
    
    (1,029
    )
    
    
    (2,491
    )
    
    
    (1,869
    )Total
    
    $
    539,369
    
    
    $
    517,508
    
    
    $
    1,056,000
    
    
    $
    943,308
 June 30,
    
    
    December 31,Theatre Properties and Equipment-net
    
    2010
    
    
    2009U.S. and Canada
    
    $
    1,000,033
    
    
    $
    1,040,395Brazil
    
    
    97,797
    
    
    
    91,996Mexico
    
    
    37,938
    
    
    
    39,371Other foreign countries
    
    
    48,486
    
    
    
    47,826Total
    
    $
    1,184,254
    
    
    $
    1,219,588
 18. Related Party Transactions
    19. Income Taxes
  23




---



##### Table of Contents



20. Commitments and Contingencies
  21. Subsequent Event  Dividend Declaration
  24




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Segment Reporting
 Avatar Alice in Wonderland, How to Train Your Dragon, Clash of the Titans,
Iron Man 2, Shrek Forever After, The Karate Kid, Toy Story 3 The Twilight Saga: Eclipse . The Last Airbender, Inception, Despicable Me, The Other Guys, Eat Pray
Love, Little Fockers, Tron: Legacy, Tangled, Megamind, Yogi Bear, Chronicles of Narnia: The Voyage
of the Dawn Treader Harry Potter
      Recent Developments
  25




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating data (in millions):RevenuesAdmissions
    
    $
    353.1
    
    
    $
    339.1
    
    
    $
    696.1
    
    
    $
    619.0Concession
    
    
    165.2
    
    
    
    158.9
    
    
    
    318.3
    
    
    
    288.9Other
    
    
    21.1
    
    
    
    19.5
    
    
    
    41.6
    
    
    
    35.4Total revenues
    
    $
    539.4
    
    
    $
    517.5
    
    
    $
    1,056.0
    
    
    $
    943.3Cost of operationsFilm rentals and advertising
    
    
    193.5
    
    
    
    190.9
    
    
    
    382.3
    
    
    
    338.0Concession supplies
    
    
    24.5
    
    
    
    24.0
    
    
    
    46.9
    
    
    
    43.7Salaries and wages
    
    
    56.3
    
    
    
    52.0
    
    
    
    108.8
    
    
    
    96.4Facility lease expense
    
    
    62.0
    
    
    
    59.2
    
    
    
    124.7
    
    
    
    114.9Utilities and other
    
    
    57.7
    
    
    
    54.1
    
    
    
    112.9
    
    
    
    102.9General and administrative expenses
    
    
    25.0
    
    
    
    23.7
    
    
    
    50.5
    
    
    
    45.5Depreciation and amortization
    
    
    34.9
    
    
    
    37.9
    
    
    
    69.0
    
    
    
    74.3Impairment of long-lived assets
    
    
    4.6
    
    
    
    3.9
    
    
    
    5.0
    
    
    
    5.0Loss on sale of assets and other
    
    
    1.2
    
    
    
    1.2
    
    
    
    4.4
    
    
    
    1.5Total cost of operations
    
    $
    459.7
    
    
    $
    446.9
    
    
    $
    904.5
    
    
    $
    822.2Operating income
    
    $
    79.7
    
    
    $
    70.6
    
    
    $
    151.5
    
    
    $
    121.1Operating data as a percentage of total revenues:RevenuesAdmissions
    
    
    65.5
    %
    
    
    65.5
    %
    
    
    65.9
    %
    
    
    65.6
    %Concession
    
    
    30.6
    %
    
    
    30.7
    %
    
    
    30.1
    %
    
    
    30.6
    %Other
    
    
    3.9
    %
    
    
    3.8
    %
    
    
    4.0
    %
    
    
    3.8
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations (1)Film rentals and advertising
    
    
    54.8
    %
    
    
    56.3
    %
    
    
    54.9
    %
    
    
    54.6
    %Concession supplies
    
    
    14.8
    %
    
    
    15.1
    %
    
    
    14.7
    %
    
    
    15.1
    %Salaries and wages
    
    
    10.4
    %
    
    
    10.0
    %
    
    
    10.3
    %
    
    
    10.2
    %Facility lease expense
    
    
    11.5
    %
    
    
    11.4
    %
    
    
    11.8
    %
    
    
    12.2
    %Utilities and other
    
    
    10.7
    %
    
    
    10.5
    %
    
    
    10.7
    %
    
    
    10.9
    %General and administrative expenses
    
    
    4.6
    %
    
    
    4.6
    %
    
    
    4.8
    %
    
    
    4.8
    %Depreciation and amortization
    
    
    6.5
    %
    
    
    7.3
    %
    
    
    6.5
    %
    
    
    7.9
    %Impairment of long-lived assets
    
    
    0.9
    %
    
    
    0.8
    %
    
    
    0.5
    %
    
    
    0.5
    %Loss on sale of assets and other
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.4
    %
    
    
    0.2
    %Total cost of operations
    
    
    85.2
    %
    
    
    86.4
    %
    
    
    85.7
    %
    
    
    87.2
    %Operating income
    
    
    14.8
    %
    
    
    13.6
    %
    
    
    14.3
    %
    
    
    12.8
    %Average screen count (month end average)
    
    
    4,897
    
    
    
    4,862
    
    
    
    4,895
    
    
    
    4,826Revenues per average screen (dollars)
    
    $
    110,154
    
    
    $
    106,450
    
    
    $
    215,730
    
    
    $
    195,452
 
 (1)
    
    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, 2010 and 2009
 Revenues.
 International OperatingU.S. Operating Segment
    
    
    Segment

    
    
    ConsolidatedThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,%
    
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    
    %2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeAdmissions revenues (1)
    
    $
    269.2
    
    
    $
    276.2
    
    
    
    (2.5
    )%
    
    $
    83.9
    
    
    $
    62.9
    
    
    
    33.4
    %
    
    $
    353.1
    
    
    $
    339.1
    
    
    
    4.1
    %Concession revenues (1)
    
    $
    129.6
    
    
    $
    131.2
    
    
    
    (1.2
    )%
    
    $
    35.6
    
    
    $
    27.7
    
    
    
    28.5
    %
    
    $
    165.2
    
    
    $
    158.9
    
    
    
    4.0
    %Other revenues (1) (2)
    
    $
    11.0
    
    
    $
    11.1
    
    
    
    (0.9
    )%
    
    $
    10.1
    
    
    $
    8.4
    
    
    
    20.2
    %
    
    $
    21.1
    
    
    $
    19.5
    
    
    
    8.2
    %Total revenues (1) (2)
    
    $
    409.8
    
    
    $
    418.5
    
    
    
    (2.1
    )%
    
    $
    129.6
    
    
    $
    99.0
    
    
    
    30.9
    %
    
    $
    539.4
    
    
    $
    517.5
    
    
    
    4.2
    %Attendance (1)
    
    
    41.6
    
    
    
    43.9
    
    
    
    (5.2
    )%
    
    
    18.6
    
    
    
    17.2
    
    
    
    8.1
    %
    
    $
    60.2
    
    
    
    61.1
    
    
    
    (1.5
    )%Revenues per average screen (2)
    
    $
    107,077
    
    
    $
    109,438
    
    
    
    (2.2
    )%
    
    $
    121,159
    
    
    $
    95,431
    
    
    
    27.0
    %
    
    $
    110,154
    
    
    $
    106,450
    
    
    
    3.5
    %
 
 (1)
    
    Amounts in millions.(2)
    
    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. The increase in admissions revenues of $14.0 million was primarily
attributable to a 5.8% increase in average ticket price from $5.55 for the second quarter of
2009 to $5.87 for the second quarter of 2010, partially offset by a 1.5% decrease in
attendance. The increase in concession revenues of $6.3 million was primarily attributable to
a 5.4% increase in concession revenues per patron from $2.60 for the second quarter of 2009 to
$2.74 for the second quarter of 2010, partially offset by the 1.5% decrease in attendance. The
increase in average ticket price was primarily due to incremental 3-D and premium pricing and
other price increases and the favorable impact of exchange rates in certain countries in which
we operate. The increase in concession revenues per patron was primarily due to price
increases and the favorable impact of exchange rates in certain countries in which we operate.
The 8.2% increase in other revenues was primarily due to increases in ancillary revenue and
the favorable impact of exchange rates in certain countries in which we operate.
    
    U.S. The decrease in admissions revenues of $7.0 million was primarily attributable
to a 5.2% decrease in attendance, partially offset by a 2.9% increase in average ticket price
from $6.29 for the second quarter of 2009 to $6.47 for the second quarter of 2010. The
decrease in concession revenues of $1.6 million was primarily attributable to the 5.2%
decrease in attendance, partially offset by a 4.3% increase in concession revenues per patron
from $2.99 for the second quarter of 2009 to $3.12 for the second quarter of 2010. The
increase in average ticket price was primarily due to incremental 3-D and premium pricing and
other price increases and the increase in concession revenues per patron was primarily due to
price increases.
    
    International. The increase in admissions revenues of $21.0 million was primarily
attributable to an 8.1% increase in attendance and a 23.2% increase in average ticket price
from $3.66 for the second quarter of 2009 to $4.51 for the second quarter of 2010. The
increase in concession revenues of $7.9 million was primarily attributable to the 8.1%
increase in attendance and an 18.6% increase in concession revenues per patron from $1.61 for
the second quarter of 2009 to $1.91 for the second quarter of 2010. The increase in average
ticket price was primarily due to incremental 3-D and premium pricing and other price
increases and the favorable impact of exchange rates in certain countries in which we operate.
The increase in concession revenues per patron was primarily due to price increases and the
favorable impact of exchange rates in certain countries in which we operate. The 20.2%
increase in other revenues was primarily due to increases in ancillary revenue and the
favorable impact of exchange rates in certain countries in which we operate.
 27




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##### Table of Contents



Cost of Operations.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009Film rentals and advertising
    
    $
    150.7
    
    
    $
    158.8
    
    
    $
    42.8
    
    
    $
    32.1
    
    
    $
    193.5
    
    
    $
    190.9Concession supplies
    
    
    15.6
    
    
    
    17.2
    
    
    
    8.9
    
    
    
    6.8
    
    
    
    24.5
    
    
    
    24.0Salaries and wages
    
    
    44.7
    
    
    
    43.8
    
    
    
    11.6
    
    
    
    8.2
    
    
    
    56.3
    
    
    
    52.0Facility lease expense
    
    
    45.1
    
    
    
    45.1
    
    
    
    16.9
    
    
    
    14.1
    
    
    
    62.0
    
    
    
    59.2Utilities and other
    
    
    40.5
    
    
    
    40.7
    
    
    
    17.2
    
    
    
    13.4
    
    
    
    57.7
    
    
    
    54.1
 
    
    Consolidated. Film rentals and advertising costs were $193.5 million, or 54.8% of
admissions revenues, for the second quarter of 2010 compared to $190.9 million, or 56.3% of
admissions revenues, for the second quarter of 2009. The decrease in the film rentals and
advertising rate was primarily due to favorable film rental rates on certain films in the U.S.
segment in the second quarter of 2010. Concession supplies expense was $24.5 million, or 14.8%
of concession revenues, for the second quarter of 2010 compared to $24.0 million, or 15.1% of
concession revenues, for the second quarter of 2009. The decrease in the concession supplies
rate was primarily due  to favorable inventory procurement costs and the successful
implementation of price increases in the U.S. segment.Salaries and wages increased to $56.3 million for the second quarter of 2010 from $52.0 million
for the second quarter of 2009 primarily due to increased minimum
wages in both our U.S. and international segments,
increased staffing levels to support the 8.1% increase in attendance in our international
segment and the impact of exchange rates in certain countries in which we operate. Facility
lease expense increased to $62.0 million for the second quarter of 2010 from $59.2 million for
the second quarter of 2009 primarily due to increased percentage rent in our international
segment and the impact of exchange rates in certain countries in which we operate. Utilities and
other costs increased to $57.7 million for the second quarter of 2010 from $54.1 million for the
second quarter of 2009 primarily due to increased 3-D equipment rental fees and the impact of
exchange rates in certain countries in which we operate.
    
    U.S. Film rentals and advertising costs were $150.7 million, or 56.0% of admissions
revenues, for the second quarter of 2010 compared to $158.8 million, or 57.5% of admissions
revenues, for the second quarter of 2009. The decrease in film rentals and advertising costs
of $8.1 million is due to a $7.0 million decrease in admissions revenues, which contributed
$4.1 million and a decrease in our film rentals and advertising rate, which contributed $4.0
million. The decrease in the film rentals and advertising rate was primarily due to favorable
film rental rates on certain films in the second quarter of 2010. Concession supplies expense
was $15.6 million, or 12.0% of concession revenues, for the second quarter of 2010 compared to
$17.2 million, or 13.1% of concession revenues, for the second quarter of 2009. The decrease
in concession supplies expense is primarily due to a decrease in the concession supplies rate
due to favorable inventory procurement costs and the successful implementation of price
increases.Salaries and wages increased to $44.7 million for the second quarter of 2010 from $43.8 million
for the second quarter of 2009 primarily due to increased minimum wages, partially offset by
reduced staffing levels due to the 5.2% decrease in attendance. Facility lease expense remained
constant at $45.1 million for the second quarter of 2009 and 2010. Utilities and other costs
decreased to $40.5 million for the second quarter of 2010 from $40.7 million for the second
quarter of 2009 primarily due to decreased repairs and maintenance expense and decreased theatre
supplies expense, partially offset by increased 3-D equipment rental fees.
    
    International. Film rentals and advertising costs were $42.8 million for the second
quarter of 2010 compared to $32.1 million for the second quarter of 2009, or 51.0% of
admissions revenues for each period. The increase in film rentals and advertising costs of
$10.7 million was primarily due to a $21.0 million increase in admissions revenues. Concession
supplies expense was $8.9 million, or 25.0% of concession revenues, for the second quarter of
2010 compared to $6.8 million, or 24.5% of concession revenues, for the second quarter of
2009. The increase in concession supplies expense of $2.1 million was primarily due to a $7.9
million increase in concession revenues.Salaries and wages increased to $11.6 million for the second quarter of 2010 from $8.2 million
for the second quarter of 2009 primarily due to increased staffing levels to support the 8.1%
increase in attendance, increased minimum wages and the impact of exchange rates in certain countries in which we
operate. Facility lease expense increased to $16.9 million for the
 28




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##### Table of Contents



second quarter of 2010 from $14.1 million for the second quarter of 2009 primarily due to
increased percentage rent and the impact of exchange rates in certain countries in which we
operate. Utilities and other costs increased to $17.2 million for the second quarter of 2010
from $13.4 million for the second quarter of 2009 primarily due to increased 3-D equipment
rental fees and the impact of exchange rates in certain countries in which we operate.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Asset.
 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




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##### Table of Contents



Six months ended June 30, 2010 and 2009
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedSix Months Ended

    
    Six Months Ended

    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeAdmissions revenues (1)
    
    $
    528.5
    
    
    $
    501.7
    
    
    
    5.3
    %
    
    $
    167.6
    
    
    $
    117.3
    
    
    
    42.9
    %
    
    $
    696.1
    
    
    $
    619.0
    
    
    
    12.5
    %Concession revenues (1)
    
    $
    248.1
    
    
    $
    237.2
    
    
    
    4.6
    %
    
    $
    70.2
    
    
    $
    51.7
    
    
    
    35.8
    %
    
    $
    318.3
    
    
    $
    288.9
    
    
    
    10.2
    %Other revenues (1) (2)
    
    $
    20.5
    
    
    $
    20.2
    
    
    
    1.5
    %
    
    $
    21.1
    
    
    $
    15.2
    
    
    
    38.8
    %
    
    $
    41.6
    
    
    $
    35.4
    
    
    
    17.5
    %Total revenues (1) (2)
    
    $
    797.1
    
    
    $
    759.1
    
    
    
    5.0
    %
    
    $
    258.9
    
    
    $
    184.2
    
    
    
    40.6
    %
    
    $
    1,056.0
    
    
    $
    943.3
    
    
    
    11.9
    %Attendance (1)
    
    
    81.2
    
    
    
    81.2
    
    
    
    0.0
    %
    
    
    37.5
    
    
    
    34.0
    
    
    
    10.3
    %
    
    
    118.7
    
    
    
    115.2
    
    
    
    3.0
    %Revenues per average screen
(2)
    
    $
    208,272
    
    
    $
    200,379
    
    
    
    3.9
    %
    
    $
    242,459
    
    
    $
    177,636
    
    
    
    36.5
    %
    
    $
    215,730
    
    
    $
    195,452
    
    
    
    10.4
    %
 
 (1)
    
    Amounts in millions.(2)
    
    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. The increase in admissions revenues of $77.1 million was primarily
attributable to a 3.0% increase in attendance and a 9.1% increase in average ticket price from
$5.37 for the 2009 period to $5.86 for the 2010 period. The increase in concession revenues of
$29.4 million was primarily attributable to the 3.0% increase in attendance and a 6.8%
increase in concession revenues per patron from $2.51 for the 2009 period to $2.68 for the
2010 period. The increase in average ticket price was primarily due to incremental 3-D and
premium pricing and other price increases and the favorable impact of exchange rates in
certain countries in which we operate. The increase in concession revenues per patron was
primarily due to price increases and the favorable impact of exchange rates in certain
countries in which we operate. The 17.5% increase in other revenues was primarily due to
increases in ancillary revenue and the favorable impact of exchange rates in certain countries
in which we operate.
    
    U.S. The increase in admissions revenues of $26.8 million was primarily attributable
to a 5.3% increase in average ticket price from $6.18 for the 2009 period to $6.51 for the
2010 period. The increase in concession revenues of $10.9 million was primarily attributable
to a 4.8% increase in concession revenues per patron from $2.92 for the 2009 period to $3.06
for the 2010 period. The increase in average ticket price was primarily due to incremental 3-D
and premium pricing and other price increases and the increase in concession revenues per
patron was primarily due to price increases.
    
    International. The increase in admissions revenues of $50.3 million was primarily
attributable to a 10.3% increase in attendance and a 29.6% increase in average ticket price
from $3.45 for the 2009 period to $4.47 for the 2010 period. The increase in concession
revenues of $18.5 million was primarily attributable to the 10.3% increase in attendance and a
23.0% increase in concession revenues per patron from $1.52 for the 2009 period to $1.87 for
the 2010 period. The increase in average ticket price was primarily due to incremental 3-D and
premium pricing and other price increases and the favorable impact of exchange rates in
certain countries in which we operate. The increase in concession revenues per patron was
primarily due to price increases and the favorable impact of exchange rates in certain
countries in which we operate. The increase in other revenues of $5.9 million was primarily
due to increases in ancillary revenue and the favorable impact of exchange rates in certain
countries in which we operate.
 30




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##### Table of Contents



Cost of Operations.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedSix Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009Film rentals and advertising
    
    $
    299.2
    
    
    $
    278.8
    
    
    $
    83.1
    
    
    $
    59.2
    
    
    $
    382.3
    
    
    $
    338.0Concession supplies
    
    
    29.5
    
    
    
    30.6
    
    
    
    17.4
    
    
    
    13.1
    
    
    
    46.9
    
    
    
    43.7Salaries and wages
    
    
    87.1
    
    
    
    81.1
    
    
    
    21.7
    
    
    
    15.3
    
    
    
    108.8
    
    
    
    96.4Facility lease expense
    
    
    90.8
    
    
    
    87.7
    
    
    
    33.9
    
    
    
    27.2
    
    
    
    124.7
    
    
    
    114.9Utilities and other
    
    
    80.1
    
    
    
    77.6
    
    
    
    32.8
    
    
    
    25.3
    
    
    
    112.9
    
    
    
    102.9
 
    
    Consolidated. Film rentals and advertising costs were $382.3 million, or 54.9% of
admissions revenues, for the 2010 period compared to $338.0 million, or 54.6% of admissions
revenues, for the 2009 period. The increase in film rentals and advertising costs of $44.3
million was due to a $77.1 million increase in admissions revenues, which contributed
$42.1 million, and an increase in our film rentals and advertising rate, which contributed
$2.2 million. The increase in the film rentals and advertising rate was primarily due to
higher film rental rates in the U.S. segment due to the increase in the number of blockbuster
films released, including the carryover of Avatar, which generally have higher film rental rates. Concession supplies expense was $46.9
million, or 14.7% of concession revenues, for the 2010 period, compared to $43.7 million, or
15.1% of concession revenues, for the 2009 period. The decrease in the concession supplies
rate was primarily due to favorable inventory procurement costs and the successful
implementation of price increases in the U.S. segment.Salaries and wages increased to $108.8 million for the 2010 period from $96.4 million for the
2009 period primarily due to new theatres, increased minimum wages in
both our U.S. and international segments,
increased staffing levels to support the 10.3% increase in attendance in our international
segment and the impact of exchange rates in certain countries in which we operate. Facility
lease expense increased to $124.7 million for the 2010 period from $114.9 million for the 2009
period primarily due to new theatres, increased percentage rent and the impact of exchange rates
in certain countries in which we operate. Utilities and other costs increased to $112.9 million
for the 2010 period from $102.9 million for the 2009 period primarily due to new theatres,
increased 3-D equipment rental fees and the impact of exchange rates in certain countries in
which we operate.
    
    U.S. Film rentals and advertising costs were $299.2 million, or 56.6% of admissions
revenues for the 2010 period compared to $278.8 million, or 55.6% of admissions revenues, for
the 2009 period. The increase in film rentals and advertising costs of $20.4 million is due to
a $26.8 million increase in admissions revenues, which contributed $14.9 million and an
increase in our film rentals and advertising rate, which contributed $5.5 million. The
increase in the film rentals and advertising rate was primarily due to the increase in the
number of blockbuster films released, including the carryover of Avatar, which generally have
higher film rental rates. Concession supplies expense was $29.5 million, or 11.9% of
concession revenues, for the 2010 period, compared to $30.6 million, or 12.9% of concession
revenues, for the 2009 period. The decrease in concession supplies expense is primarily due to
a decrease in the concession supplies rate due to favorable inventory procurement costs and
the successful implementation of price increases.Salaries and wages increased to $87.1 million for the 2010 period from $81.1 million for the
2009 period primarily due to new theatres and increased minimum wages. Facility lease expense
increased to $90.8 million for the 2010 period from $87.7 million for the 2009 period primarily
due to new theatres and increased percentage rent. Utilities and other costs increased to $80.1
million for the 2010 period from $77.6 million for the 2009 period primarily due to new theatres
and increased 3-D equipment rental fees.
    
    International. Film rentals and advertising costs were $83.1 million, or 49.6% of
admissions revenues, for the 2010 period compared to $59.2 million, or 50.5% of admissions
revenues, for the 2009 period. The increase in film rentals and advertising costs was primarily due to a $50.3 million increase in
admissions revenues, partially offset by a lower film rentals and advertising rate. Concession
supplies expense was $17.4 million, or 24.8% of concession revenues, for the 2010 period
compared to $13.1 million, or 25.3% of concession revenues, for the 2009 period. The increase
in concession supplies expense of $4.3 million was primarily due to an $18.5 million increase
in concession revenues, partially offset by a lower concession supplies rate.
 31




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##### Table of Contents



Salaries and wages increased to $21.7 million for the 2010 period from $15.3 million for the
2009 period primarily due to new theatres, increased staffing levels to support the 10.3%
increase in attendance, increased minimum wages and the impact of exchange rates in certain countries in which we
operate. Facility lease expense increased to $33.9 million for the 2010 period from $27.2
million for the 2009 period primarily due to new theatres, increased percentage rent and the
impact of exchange rates in certain countries in which we operate. Utilities and other costs
increased to $32.8 million for the 2010 period from $25.3 million for the 2009 period primarily
due to new theatres, increased 3-D equipment rental fees and the impact of exchange rates in
certain countries in which we operate.
 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.
 32




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##### Table of Contents



Liquidity and Capital Resources
 Operating Activities
 3 4
 Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalSix Months Ended June 30, 2010
    
    $
    18.6
    
    
    $
    38.4
    
    
    $
    57.0Six Months Ended June 30, 2009
    
    $
    24.0
    
    
    $
    36.9
    
    
    $
    60.9
    33




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##### Table of Contents



Financing Activities
 3 4
   June 30, 2010
    
    
    December 31, 2009Cinemark, USA, Inc. term loan
    
    $
    1,078.2
    
    
    $
    1,083.6Cinemark USA, Inc. 8 5⁄8% senior notes due 2019 (1)
    
    
    459.3
    
    
    
    458.9Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    0.2
    
    
    
    0.2Other long-term debt
    
    
    0.2
    
    
    
    1.0Total long-term debt
    
    
    1,537.9
    
    
    
    1,543.7Less current portion
    
    
    11.1
    
    
    
    12.2Long-term debt, less current portion
    
    $
    1,526.8
    
    
    $
    1,531.5
 
 (1)
    
    Includes the $470.0 million aggregate principal amount of the 8.625%
senior notes before the original issue discount, which was $10.7 million as of June 30,
2010.   Payments Due by Period(in millions)Less Than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    One Year
    
    
    1 - 3 Years
    
    
    4 - 5 Years
    
    
    5 YearsLong-term debt (1)
    
    $
    1,548.6
    
    
    $
    11.1
    
    
    $
    132.9
    
    
    $
    61.1
    
    
    $
    1,343.5Scheduled interest payments on long-term debt (2)
    
    
    581.7
    
    
    
    88.0
    
    
    
    173.1
    
    
    
    143.8
    
    
    
    176.8Operating lease obligations
    
    
    1,781.5
    
    
    
    187.8
    
    
    
    370.1
    
    
    
    352.8
    
    
    
    870.8Capital lease obligations
    
    
    139.0
    
    
    
    7.3
    
    
    
    16.4
    
    
    
    20.9
    
    
    
    94.4Scheduled interest payments on capital leases
    
    
    102.0
    
    
    
    13.8
    
    
    
    25.4
    
    
    
    21.6
    
    
    
    41.2Employment agreements
    
    
    11.1
    
    
    
    3.7
    
    
    
    7.4
    
    
    
    
    
    
    
    Purchase commitments (3)
    
    
    120.1
    
    
    
    43.9
    
    
    
    75.8
    
    
    
    0.3
    
    
    
    0.1Current liability for uncertain tax positions (4)
    
    
    2.7
    
    
    
    2.7
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,286.7
    
    
    $
    358.3
    
    
    $
    801.1
    
    
    $
    600.5
    
    
    $
    2,526.8
 
 (1)
    
    Includes the 8.625% senior notes in the aggregate principal amount of $470.0
million, excluding the discount of $10.7 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, 2010. The average interest rates on our fixed rate and variable rate
debt were 8.1% and 3.3%, respectively, as of June 30, 2010.(3)
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of June 30, 2010.(4)
    
    The contractual obligations table excludes the long-term portion of our liability
for uncertain tax positions of $15.8 million because we cannot make a reliable estimate of
the timing of the related cash payments. 34




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##### Table of Contents



Senior Secured Credit Facility
      Cinemark USA, Inc. 8 5⁄8% Senior Notes
 3 4
  35




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##### Table of Contents



Cinemark USA, Inc. 9% Senior Subordinated Notes
    Seasonality
  36




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##### 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,(in millions)Average Interest2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    Total
    
    
    Fair Value
    
    
    RateFixed rate
(1)(2)
    
    $
    
    
    
    $
    
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    
    
    
    $
    770.0
    
    
    $
    770.2
    
    
    $
    752.9
    
    
    
    8.1%Variable rate
    
    
    11.1
    
    
    
    10.8
    
    
    
    121.9
    
    
    
    51.9
    
    
    
    9.2
    
    
    
    573.5
    
    
    
    778.4
    
    
    
    763.3
    
    
    
    3.3%Total debt
    
    $
    11.1
    
    
    $
    10.8
    
    
    $
    122.1
    
    
    $
    51.9
    
    
    $
    9.2
    
    
    $
    1,343.5
    
    
    $
    1,548.6
    
    
    $
    1,516.2
 
 (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.(2)
    
    Includes the 8.625% senior notes in the aggregate principal amount of $470.0
million, excluding the discount of $10.7 million. Foreign Currency Exchange Rate Risk
  37




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##### Table of Contents



Item 4.
    
    Controls and Procedures
 Evaluation of the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  38




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities
  39




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##### Table of Contents



Item 6.
    
    Exhibits
 *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. 40




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##### Table of Contents



SIGNATURES
  DATE:August 5, 2010
    CINEMARK HOLDINGS, INC.
Registrant/s/Alan W. StockAlan W. StockChief Executive Officer/s/Robert CoppleRobert CoppleChief Financial Officer 41




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##### Table of Contents



EXHIBIT INDEX
 *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.