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CINEMARK USA, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION (H)(1)(A) AND (B) OF FORM 10-Q AND THEREFORE IS FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
   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 March 31, 2010
 Commission File Number: 033-47040
 CINEMARK USA, INC.
 (Exact name of registrant as specified in its charter)
 Texas
    
    75-2206284(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
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



CINEMARK USA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three months ended March 31, 2010 and 2009 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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
    
    
    28Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 5. Other Information
    
    
    34Item 6. Exhibits
    
    
    38SIGNATURES
    
    
    39EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Cautionary Statement Regarding Forward-Looking Statements
  3




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CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data, unaudited)
 March 31,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    433,159
    
    
    $
    437,737Inventories
    
    
    9,817
    
    
    
    9,854Accounts receivable
    
    
    30,192
    
    
    
    32,793Income tax receivable
    
    
    
    
    
    
    13,025Current deferred tax asset
    
    
    3,297
    
    
    
    3,321Prepaid expenses and other
    
    
    9,376
    
    
    
    10,051Accounts receivable from parent
    
    
    8,380
    
    
    
    7,656Total current assets
    
    
    494,221
    
    
    
    514,437Theatre properties and equipment
    
    
    1,934,828
    
    
    
    1,936,535Less accumulated depreciation and amortization
    
    
    743,613
    
    
    
    716,947Theatre properties and equipment, net
    
    
    1,191,215
    
    
    
    1,219,588Other assetsGoodwill
    
    
    1,115,368
    
    
    
    1,116,302Intangible assets  net
    
    
    342,331
    
    
    
    342,998Investment in NCM
    
    
    64,190
    
    
    
    34,232Investment in DCIP
    
    
    16,845
    
    
    
    640Investments in and advances to affiliates
    
    
    2,873
    
    
    
    2,889Deferred charges and other assets  net
    
    
    63,613
    
    
    
    52,502Total other assets
    
    
    1,605,220
    
    
    
    1,549,563Total assets
    
    $
    3,290,656
    
    
    $
    3,283,588Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    11,475
    
    
    $
    12,227Current portion of capital lease obligations
    
    
    7,270
    
    
    
    7,340Income tax payable
    
    
    8,025
    
    
    
    Current liability for uncertain tax positions
    
    
    8,507
    
    
    
    13,229Accounts payable and accrued expenses
    
    
    211,323
    
    
    
    247,938Total current liabilities
    
    
    246,600
    
    
    
    280,734Long-term liabilitiesLong-term debt, less current portion
    
    
    1,529,321
    
    
    
    1,531,478Capital lease obligations, less current portion
    
    
    131,359
    
    
    
    133,028Deferred tax liability
    
    
    113,957
    
    
    
    124,823Liability for uncertain tax positions
    
    
    17,773
    
    
    
    18,432Deferred lease expenses
    
    
    28,498
    
    
    
    27,698Deferred revenue  NCM
    
    
    233,031
    
    
    
    203,006Other long-term liabilities
    
    
    42,393
    
    
    
    42,248Total long-term liabilities
    
    
    2,096,332
    
    
    
    2,080,713Commitments and contingencies (see Note 16)EquityCinemark USA, Inc.s stockholders equity:Class A common stock, $0.01 par value: 10,000,000 shares authorized,
1,500 shares issued and outstanding
    
    
    
    
    
    
    Class B common stock, no par value: 1,000,000 shares authorized,
239,893 shares issued and 182,648 shares outstanding
    
    
    49,543
    
    
    
    49,543Treasury stock, 57,245 Class B shares at cost
    
    
    (24,233
    )
    
    
    (24,233
    )Additional paid-in-capital
    
    
    1,153,941
    
    
    
    1,151,166Retained deficit
    
    
    (240,618
    )
    
    
    (261,672
    )Accumulated other comprehensive loss
    
    
    (7,087
    )
    
    
    (7,459
    )Total Cinemark USA, Inc.s stockholders equity
    
    
    931,546
    
    
    
    907,345Noncontrolling interests
    
    
    16,178
    
    
    
    14,796Total stockholders equity
    
    
    947,724
    
    
    
    922,141Total liabilities and equity
    
    $
    3,290,656
    
    
    $
    3,283,588
  4




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CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share data, unaudited)
 Three months ended March 31,2010
    
    
    2009RevenuesAdmissions
    
    $
    342,990
    
    
    $
    279,883Concession
    
    
    153,104
    
    
    
    130,031Other
    
    
    20,537
    
    
    
    15,886Total revenues
    
    
    516,631
    
    
    
    425,800Cost of operationsFilm rentals and advertising
    
    
    188,819
    
    
    
    147,126Concession supplies
    
    
    22,406
    
    
    
    19,717Salaries and wages
    
    
    52,542
    
    
    
    44,350Facility lease expense
    
    
    62,715
    
    
    
    55,738Utilities and other
    
    
    55,221
    
    
    
    48,728General and administrative expenses
    
    
    24,991
    
    
    
    21,411Depreciation and amortization
    
    
    33,933
    
    
    
    36,133Amortization of favorable/unfavorable leases
    
    
    158
    
    
    
    323Impairment of long-lived assets
    
    
    347
    
    
    
    1,039Loss on sale of assets and other
    
    
    3,167
    
    
    
    272Total cost of operations
    
    
    444,299
    
    
    
    374,837Operating income
    
    
    72,332
    
    
    
    50,963Other income (expense)Interest expense
    
    
    (26,010
    )
    
    
    (15,282
    )Interest income
    
    
    1,053
    
    
    
    1,673Foreign currency exchange gain (loss)
    
    
    (268
    )
    
    
    66Distributions from NCM
    
    
    9,946
    
    
    
    6,579Equity in income (loss) of affiliates
    
    
    27
    
    
    
    (605
    )Total other expense
    
    
    (15,252
    )
    
    
    (7,569
    )Income before income taxes
    
    
    57,080
    
    
    
    43,394Income taxes
    
    
    20,033
    
    
    
    18,461Net income
    
    $
    37,047
    
    
    $
    24,933Less: Net income attributable to noncontrolling interests
    
    
    1,618
    
    
    
    786Net income attributable to Cinemark USA, Inc.
    
    $
    35,429
    
    
    $
    24,147
  5




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CINEMARK USA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 Three Months Ended March 31,2010
    
    
    2009Operating activitiesNet income
    
    $
    37,047
    
    
    $
    24,933Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    32,829
    
    
    
    35,229Amortization of intangible and other assets and unfavorable leases
    
    
    1,262
    
    
    
    1,227Amortization of long-term prepaid rents
    
    
    341
    
    
    
    390Amortization of debt issue costs
    
    
    1,181
    
    
    
    855Amortization of deferred revenues, deferred lease incentives and other
    
    
    (1,399
    )
    
    
    (1,002
    )Amortization of accumulated other comprehensive loss related to interest rate
swap agreement
    
    
    1,158
    
    
    
    1,158Amortization of bond discount
    
    
    188
    
    
    
    Impairment of long-lived assets
    
    
    347
    
    
    
    1,039Share based awards compensation expense
    
    
    1,108
    
    
    
    1,453Loss on sale of assets and other
    
    
    1,457
    
    
    
    272Loss on contribution of digital projection systems to DCIP
    
    
    1,710
    
    
    
    Deferred lease expenses
    
    
    783
    
    
    
    1,088Deferred income tax expenses
    
    
    (10,528
    )
    
    
    (2,422
    )Equity in (income) loss of affiliates
    
    
    (27
    )
    
    
    605Tax benefit related to stock option exercises
    
    
    1,667
    
    
    
    Increase in deferred revenue related to new beverage contract
    
    
    
    
    
    
    6,000Distributions from equity investees
    
    
    1,674
    
    
    
    424Changes in assets and liabilities
    
    
    (27,158
    )
    
    
    (19,513
    )Net cash provided by operating activities
    
    
    43,640
    
    
    
    51,736Investing activitiesAdditions to theatre properties and equipment
    
    
    (19,517
    )
    
    
    (22,872
    )Proceeds from sale of theatre properties and equipment
    
    
    491
    
    
    
    510Acquisition of theatres in the U.S.
    
    
    
    
    
    
    (48,950
    )Investment in joint venture  DCIP, net of cash distributions
    
    
    (644
    )
    
    
    Net cash used for investing activities
    
    
    (19,670
    )
    
    
    (71,312
    )Financing activitiesCapital contributions from parent
    
    
    
    
    
    
    16,400Dividends paid to parent
    
    
    (14,375
    )
    
    
    Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings
    
    
    (299
    )
    
    
    Repayments of other long-term debt
    
    
    (3,070
    )
    
    
    (3,147
    )Payments on capital leases
    
    
    (1,739
    )
    
    
    (1,299
    )Payment of debt issue costs
    
    
    (8,706
    )
    
    
    Other
    
    
    
    
    
    
    (94
    )Net cash provided by (used for) financing activities
    
    
    (28,189
    )
    
    
    11,860Effect of exchange rate changes on cash and cash equivalents
    
    
    (359
    )
    
    
    (319
    )Decrease in cash and cash equivalents
    
    
    (4,578
    )
    
    
    (8,035
    )Cash and cash equivalents:Beginning of period
    
    
    437,737
    
    
    
    313,238End of period
    
    $
    433,159
    
    
    $
    305,203
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CINEMARK USA, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 In thousands, except share and per share data
 1. The Company and Basis of Presentation
    2. New Accounting Pronouncements
 Interim Disclosures about Fair Value of
Financial Instruments
 March 31, 2010
    
    
    December 31, 2009Carrying Value
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Fair ValueDebt (see Note 8)
    
    $
    1,540,796
    
    
    $
    1,570,479
    
    
    $
    1,543,705
    
    
    $
    1,513,838Interest rate swap
agreements (see
Note 9)
    
    $
    19,356
    
    
    $
    19,356
    
    
    $
    18,524
    
    
    $
    18,524
 Subsequent Events
 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  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"
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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 3. Equity
  CinemarkUSA, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2010
    
    $
    907,345
    
    
    $
    14,796
    
    
    $
    922,141Share based awards compensation expense
    
    
    1,108
    
    
    
    
    
    
    
    1,108Dividends paid to parent
    
    
    (14,375
    )
    
    
    
    
    
    
    (14,375
    )Tax benefit related to stock option exercises
    
    
    1,667
    
    
    
    
    
    
    
    1,667Comprehensive income:Net income
    
    
    35,429
    
    
    
    1,618
    
    
    
    37,047Fair value adjustments on interest
rate swap agreements, net of taxes of
$314
    
    
    (518
    )
    
    
    
    
    
    
    (518
    )Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    1,158
    
    
    
    
    
    
    
    1,158Foreign currency translation adjustment
    
    
    (268
    )
    
    
    (236
    )
    
    
    (504
    )Balance at March 31, 2010
    
    $
    931,546
    
    
    $
    16,178
    
    
    $
    947,724
 CinemarkUSA, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2009
    
    $
    1,142,920
    
    
    $
    12,971
    
    
    $
    1,155,891Share based awards compensation expense
    
    
    1,453
    
    
    
    
    
    
    
    1,453Capital contributions from parent
    
    
    16,400
    
    
    
    
    
    
    
    16,400Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (93
    )
    
    
    (93
    )Comprehensive income:Net income
    
    
    24,147
    
    
    
    786
    
    
    
    24,933Fair value adjustments on interest rate
swap agreements, net of taxes of $(31)
    
    
    52
    
    
    
    
    
    
    
    52Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    1,158
    
    
    
    
    
    
    
    1,158Foreign currency translation adjustment
    
    
    (1,728
    )
    
    
    (821
    )
    
    
    (2,549
    )Balance at March 31, 2009
    
    $
    1,184,402
    
    
    $
    12,843
    
    
    $
    1,197,245
 4. Acquisition of U.S. Theatres
   9




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 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
  5. Investment in National CineMedia
  Equity inInvestment
    
    
    Deferred
    
    
    Distributions
    
    
    (Earnings)
    
    
    Other
    
    
    Cashin NCM
    
    
    Revenue
    
    
    from NCM
    
    
    Losses
    
    
    Revenue
    
    
    ReceivedBalance as of December 31, 2009
    
    $
    34,232
    
    
    $
    (203,006
    )Receipt of common units due to 2010
common unit adjustment
    
    
    30,683
    
    
    
    (30,683
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Revenues earned under exhibitor
services agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,190
    )
    
    
    1,190Receipt of excess cash distributions
    
    
    (1,069
    )
    
    
    
    
    
    
    (6,879
    )
    
    
    
    
    
    
    
    
    
    
    7,948Receipt under tax receivable agreement
    
    
    (477
    )
    
    
    
    
    
    
    (3,067
    )
    
    
    
    
    
    
    
    
    
    
    3,544Equity in earnings
    
    
    821
    
    
    
    
    
    
    
    
    
    
    
    (821
    )
    
    
    
    
    
    
    Amortization of deferred revenue
    
    
    
    
    
    
    658
    
    
    
    
    
    
    
    
    
    
    
    (658
    )
    
    
    Balance as of and for the period
ended March 31, 2010
    
    $
    64,190
    
    
    $
    (233,031
    )
    
    $
    (9,946
    )
    
    $
    (821
    )
    
    $
    (1,848
    )
    
    $
    12,682
    Gross revenues
    
    $
    380,667Operating income
    
    $
    168,200Net earnings
    
    $
    128,531
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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 6. Investment in Digital Cinema Implementation Partners
      7. Share Based Awards
 Stock
Options 
 Number of
    
    
    Weighted Average
    
    
    Weighted Average
    
    
    AggregateOptions
    
    
    Exercise Price
    
    
    Grant Date Fair Value
    
    
    Intrinsic ValueOutstanding at December 31, 2009
    
    
    1,231,892
    
    
    $
    7.63
    
    
    $
    3.51Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (720,220
    )
    
    $
    7.63
    
    
    $
    3.51Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding at March 31, 2010
    
    
    511,672
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    5,480Options exercisable at March 31, 2010
    
    
    511,672
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    5,480
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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   Restricted Stock
  Weighted AverageShares of
    
    
    Grant Date FairRestricted Stock
    
    
    ValueOutstanding at December 31, 2009
    
    
    764,078
    
    
    $
    11.10Granted
    
    
    628,270
    
    
    $
    18.29Forfeited
    
    
    (2,719
    )
    
    $
    11.03Vested
    
    
    (37,818
    )
    
    $
    12.89Outstanding at March 31, 2010
    
    
    1,351,811
    
    
    $
    14.39Unvested restricted stock at March 31, 2010
    
    
    1,351,811
    
    
    $
    14.39
  Restricted Stock Units
 12




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Number of
    
    
    FairShares
    
    
    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
    8. Long-Term Debt Activity
 Senior Notes
 3 4
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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Amendment and Extension of Senior Secured Credit Facility
    Fair Value of Long-Term Debt
  14




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 9. Interest Rate Swap Agreements
    2010
    
    
    2009Beginning liability balance   January 1
    
    $
    18,524
    
    
    $
    24,781Total (gain) loss included in accumulated
other comprehensive loss
    
    
    832
    
    
    
    (83
    )Ending
liability balance  March 31
    
    $
    19,356
    
    
    $
    24,698
  10. 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
    
    
    
    
    
    
    (934
    )
    
    
    (934
    )Balance at March 31, 2010 (1)
    
    $
    948,026
    
    
    $
    167,342
    
    
    $
    1,115,368
 
 (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.  15




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
   ForeignBalance at
    
    
    
    
    
    Currency
    
    Balance atDecember 31,
    
    
    
    
    
    Translation
    
    March 31,2009
    
    Amortization
    
    Adjustments
    
    2010Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    $
    56,474
    
    
    $
    
    
    
    $
    279
    
    
    $
    56,753Accumulated amortization
    
    
    (29,870
    )
    
    
    (815
    )
    
    
    
    
    
    
    (30,685
    )Net carrying amount
    
    
    26,604
    
    
    
    (815
    )
    
    $
    279
    
    
    
    26,068Other intangible assets:Gross carrying amount
    
    
    26,510
    
    
    
    
    
    
    
    62
    
    
    
    26,572Accumulated amortization
    
    
    (20,596
    )
    
    
    (511
    )
    
    
    
    
    
    
    (21,107
    )Net carrying amount
    
    
    5,914
    
    
    
    (511
    )
    
    
    62
    
    
    
    5,465Total net intangible assets with finite lives
    
    
    32,518
    
    
    
    (1,326
    )
    
    
    341
    
    
    
    31,533Intangible assets with indefinite lives:Tradename
    
    
    310,480
    
    
    
    
    
    
    
    318
    
    
    
    310,798Total intangible assets  net
    
    $
    342,998
    
    
    $
    (1,326
    )
    
    $
    659
    
    
    $
    342,331
  For the nine months ended December 31, 2010
    
    $
    4,283For the twelve months ended December 31, 2011
    
    
    5,279For the twelve months ended December 31, 2012
    
    
    5,123For the twelve months ended December 31, 2013
    
    
    4,377For the twelve months ended December 31, 2014
    
    
    3,831Thereafter
    
    
    8,640Total
    
    $
    31,533
 11. Impairment of Long-Lived Assets
   16




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 .
 Three Months EndedMarch 31,2010
    
    2009United States theatre properties
    
    $
    347
    
    
    $
    821International theatre properties
    
    
    
    
    
    
    147Subtotal
    
    
    347
    
    
    
    968Intangible assets
    
    
    
    
    
    
    71Impairment of long-lived assets
    
    $
    347
    
    
    $
    1,039
 12. Foreign Currency Translation
       17




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 13. Supplemental Cash Flow Information
  Three Months EndedMarch 31,2010
    
    2009Cash paid for interest
    
    $
    12,371
    
    
    $
    15,340Cash paid for income taxes, net of refunds received
    
    $
    12,903
    
    
    $
    2,873Noncash investing and financing activities:Change in construction lease obligations related to construction of theatres
    
    $
    2,370
    
    
    $
    Change in accounts payable and accrued expenses for the acquisition of
theatre properties and equipment (1)
    
    $
    2,543
    
    
    $
    (3,903
    )Theatre properties acquired under capital lease (2)
    
    $
    
    
    
    $
    19,800Change in fair market values of interest rate swap agreements, net of taxes
    
    $
    (518
    )
    
    $
    52Investment in NCM (See Note 5)
    
    $
    30,683
    
    
    $
    15,536Equipment contributed to DCIP (see Note 6)
    
    $
    18,090
    
    
    $
    
 
 (1)
    
    Additions to theatre properties and equipment included in accounts payable as of
December 31, 2009 and March 31, 2010 were $7,823 and $10,366, respectively.(2)
    
    Amount recorded during the three months ended March 31, 2009 was a result of
the acquisition of theatres in the U.S. as discussed in Note 4. 14. Segments
   Three Months EndedMarch 31,2010
    
    2009RevenuesU.S.
    
    $
    388,615
    
    
    $
    341,445International
    
    
    129,271
    
    
    
    85,195Eliminations
    
    
    (1,255
    )
    
    
    (840
    )Total Revenues
    
    $
    516,631
    
    
    $
    425,800Adjusted EBITDAU.S.
    
    $
    89,739
    
    
    $
    81,971International
    
    
    32,376
    
    
    
    16,269Total Adjusted EBITDA
    
    $
    122,115
    
    
    $
    98,240Capital ExpendituresU.S.
    
    $
    12,500
    
    
    $
    16,251International
    
    
    7,017
    
    
    
    6,621Total Capital Expenditures
    
    $
    19,517
    
    
    $
    22,872
 18




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Three Months EndedMarch 31,2010
    
    2009Net income
    
    $
    37,047
    
    
    $
    24,933Add (deduct):Income taxes
    
    
    20,033
    
    
    
    18,461Interest expense (1)
    
    
    26,010
    
    
    
    15,282Other income (2)
    
    
    (812
    )
    
    
    (1,134
    )Depreciation and amortization
    
    
    33,933
    
    
    
    36,133Amortization of favorable/unfavorable leases
    
    
    158
    
    
    
    323Impairment of long-lived assets
    
    
    347
    
    
    
    1,039Loss on sale of assets and other
    
    
    3,167
    
    
    
    272Deferred lease expenses
    
    
    783
    
    
    
    1,088Amortization of long-term prepaid rents
    
    
    341
    
    
    
    390Share based awards compensation expense
    
    
    1,108
    
    
    
    1,453Adjusted EBITDA
    
    $
    122,115
    
    
    $
    98,240
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currencyexchange
gain (loss), and equity in income (loss) of affiliates and excludes
distributions from NCM. Distributions from NCM are reported entirely within
the U.S. operating segment. Financial Information About Geographic Areas
  Three Months EndedMarch 31,Revenues
    
    2010
    
    2009U.S. and Canada
    
    $
    388,615
    
    
    $
    341,445Brazil
    
    
    69,218
    
    
    
    43,258Mexico
    
    
    17,382
    
    
    
    14,217Other foreign countries
    
    
    42,671
    
    
    
    27,720Eliminations
    
    
    (1,255
    )
    
    
    (840
    )Total
    
    $
    516,631
    
    
    $
    425,800
 As of
    
    As ofMarch 31,
    
    December 31,Theatre Properties and Equipment-net
    
    2010
    
    2009U.S. and Canada
    
    $
    1,009,941
    
    
    $
    1,040,395Brazil
    
    
    94,033
    
    
    
    91,996Mexico
    
    
    39,959
    
    
    
    39,371Other foreign countries
    
    
    47,282
    
    
    
    47,826Total
    
    $
    1,191,215
    
    
    $
    1,219,588
 19




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 15. Related Party Transactions
     16. Commitments and Contingencies
  17. Subsequent Event  Buyout of Colombia Noncontrolling Interest
  20




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 18. Condensed Consolidating Financial Information Of Subsidiary Guarantors
    1.
    
    Condensed consolidating balance sheet information as of December 31, 2009 and
March 31, 2010, condensed consolidating statements of income information and condensed
consolidating statements of cash flows information for the three months ended March 31,
2009 and 2010.2.
    
    Cinemark USA, Inc. (the Parent and Issuer), combined Guarantor Subsidiaries
and combined Non-Guarantor Subsidiaries with their investments in subsidiaries
accounted for using the equity method of accounting and therefore, the Parent column
reflects the equity income (loss) of its Guarantor Subsidiaries and Non-Guarantor
Subsidiaries, which are also separately reflected in the stand-alone Guarantor
Subsidiaries and Non-Guarantor Subsidiaries column. Additionally, the Guarantor
Subsidiaries column reflects the equity income (loss) of its Non-Guarantor
Subsidiaries, which are also separately reflected in the stand-alone Non-Guarantor
Subsidiaries column.3.
    
    Elimination entries necessary to consolidate the Parent and all of its
Subsidiaries.
 21




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
DECEMBER 31, 2009
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    39,761
    
    
    $
    237,540
    
    
    $
    160,436
    
    
    $
    
    
    
    $
    437,737Other current assets
    
    
    55,841
    
    
    
    32,800
    
    
    
    16,516
    
    
    
    (36,113
    )
    
    
    69,044Accounts receivable from (payable to) parent
    
    
    (153,678
    )
    
    
    173,888
    
    
    
    (12,554
    )
    
    
    
    
    
    
    7,656Total current assets
    
    
    (58,076
    )
    
    
    444,228
    
    
    
    164,398
    
    
    
    (36,113
    )
    
    
    514,437Theatre properties and equipment  net
    
    
    307,089
    
    
    
    713,860
    
    
    
    198,639
    
    
    
    
    
    
    
    1,219,588Other assets
    
    
    2,623,968
    
    
    
    637,645
    
    
    
    318,536
    
    
    
    (2,030,586
    )
    
    
    1,549,563Total assets
    
    $
    2,872,981
    
    
    $
    1,795,733
    
    
    $
    681,573
    
    
    $
    (2,066,699
    )
    
    $
    3,283,588Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    11,200
    
    
    $
    
    
    
    $
    1,027
    
    
    $
    
    
    
    $
    12,227Current portion of capital lease obligations
    
    
    1,313
    
    
    
    5,527
    
    
    
    500
    
    
    
    
    
    
    
    7,340Accounts payable and accrued expenses
    
    
    120,790
    
    
    
    94,721
    
    
    
    75,982
    
    
    
    (30,326
    )
    
    
    261,167Total current liabilities
    
    
    133,303
    
    
    
    100,248
    
    
    
    77,509
    
    
    
    (30,326
    )
    
    
    280,734Long-term liabilitiesLong-term debt, less current portion
    
    
    1,532,151
    
    
    
    4,440
    
    
    
    35,930
    
    
    
    (41,043
    )
    
    
    1,531,478Capital lease obligations, less current portion
    
    
    28,491
    
    
    
    99,819
    
    
    
    4,718
    
    
    
    
    
    
    
    133,028Other long-term liabilities and deferrals
    
    
    271,691
    
    
    
    156,797
    
    
    
    57,898
    
    
    
    (70,179
    )
    
    
    416,207Total
long-term liabilities
    
    
    1,832,333
    
    
    
    261,056
    
    
    
    98,546
    
    
    
    (111,222
    )
    
    
    2,080,713Commitments and contingenciesEquityCinemark USA, Inc.s stockholders equity:Common stock
    
    
    49,543
    
    
    
    457,372
    
    
    
    167,765
    
    
    
    (625,137
    )
    
    
    49,543Other stockholders equity
    
    
    857,802
    
    
    
    976,729
    
    
    
    323,285
    
    
    
    (1,300,014
    )
    
    
    857,802Total Cinemark USA, Inc.
stockholders equity
    
    
    907,345
    
    
    
    1,434,101
    
    
    
    491,050
    
    
    
    (1,925,151
    )
    
    
    907,345Noncontrolling interests
    
    
    
    
    
    
    328
    
    
    
    14,468
    
    
    
    
    
    
    
    14,796Total equity
    
    
    907,345
    
    
    
    1,434,429
    
    
    
    505,518
    
    
    
    (1,925,151
    )
    
    
    922,141Total liabilities and equity
    
    $
    2,872,981
    
    
    $
    1,795,733
    
    
    $
    681,573
    
    
    $
    (2,066,699
    )
    
    $
    3,283,588
 22




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CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
MARCH 31, 2010
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    15,178
    
    
    $
    244,601
    
    
    $
    173,380
    
    
    $
    
    
    
    $
    433,159Other current assets
    
    
    27,334
    
    
    
    31,695
    
    
    
    23,490
    
    
    
    (29,837
    )
    
    
    52,682Accounts receivable from (payable to) parent
    
    
    (108,957
    )
    
    
    163,238
    
    
    
    (45,901
    )
    
    
    
    
    
    
    8,380Total current assets
    
    
    (66,445
    )
    
    
    439,534
    
    
    
    150,969
    
    
    
    (29,837
    )
    
    
    494,221Theatre properties and equipment  net
    
    
    301,092
    
    
    
    689,758
    
    
    
    200,365
    
    
    
    
    
    
    
    1,191,215Other assets
    
    
    2,687,032
    
    
    
    613,747
    
    
    
    367,533
    
    
    
    (2,063,092
    )
    
    
    1,605,220Total assets
    
    $
    2,921,679
    
    
    $
    1,743,039
    
    
    $
    718,867
    
    
    $
    (2,092,929
    )
    
    $
    3,290,656Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    10,836
    
    
    $
    
    
    
    $
    639
    
    
    $
    
    
    
    $
    11,475Current portion of capital lease obligations
    
    
    1,374
    
    
    
    5,396
    
    
    
    500
    
    
    
    
    
    
    
    7,270Accounts payable and accrued expenses
    
    
    119,710
    
    
    
    62,405
    
    
    
    75,577
    
    
    
    (29,837
    )
    
    
    227,855Total current liabilities
    
    
    131,920
    
    
    
    67,801
    
    
    
    76,716
    
    
    
    (29,837
    )
    
    
    246,600Long-term liabilitiesLong-term debt, less current portion
    
    
    1,543,019
    
    
    
    2,940
    
    
    
    34,569
    
    
    
    (51,207
    )
    
    
    1,529,321Capital lease obligations, less current portion
    
    
    28,117
    
    
    
    98,613
    
    
    
    4,629
    
    
    
    
    
    
    
    131,359Other long-term liabilities and deferrals
    
    
    287,077
    
    
    
    154,956
    
    
    
    58,010
    
    
    
    (64,391
    )
    
    
    435,652Total long-term liabilities
    
    
    1,858,213
    
    
    
    256,509
    
    
    
    97,208
    
    
    
    (115,598
    )
    
    
    2,096,332Commitments and contingenciesEquityCinemark USA, Inc.s stockholders equity:Common stock
    
    
    49,543
    
    
    
    457,372
    
    
    
    167,765
    
    
    
    (625,137
    )
    
    
    49,543Other stockholders equity
    
    
    882,003
    
    
    
    960,979
    
    
    
    361,378
    
    
    
    (1,322,357
    )
    
    
    882,003Total Cinemark USA, Inc.
stockholders equity
    
    
    931,546
    
    
    
    1,418,351
    
    
    
    529,143
    
    
    
    (1,947,494
    )
    
    
    931,546Noncontrolling interests
    
    
    
    
    
    
    378
    
    
    
    15,800
    
    
    
    
    
    
    
    16,178Total equity
    
    
    931,546
    
    
    
    1,418,729
    
    
    
    544,943
    
    
    
    (1,947,494
    )
    
    
    947,724Total liabilities and equity
    
    $
    2,921,679
    
    
    $
    1,743,039
    
    
    $
    718,867
    
    
    $
    (2,092,929
    )
    
    $
    3,290,656
 23




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED MARCH 31, 2010
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Revenues
    
    $
    147,640
    
    
    $
    254,893
    
    
    $
    134,159
    
    
    $
    (20,061
    )
    
    $
    516,631Cost of operationsTheatre operating expenses
    
    
    134,883
    
    
    
    171,014
    
    
    
    95,867
    
    
    
    (20,061
    )
    
    
    381,703General and administrative expenses
    
    
    4,285
    
    
    
    13,613
    
    
    
    7,093
    
    
    
    
    
    
    
    24,991Depreciation and amortization
    
    
    6,912
    
    
    
    19,251
    
    
    
    7,928
    
    
    
    
    
    
    
    34,091Impairment of long-lived assets
    
    
    347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347Loss on sale of assets and other
    
    
    388
    
    
    
    1,318
    
    
    
    1,461
    
    
    
    
    
    
    
    3,167Total cost of operations
    
    
    146,815
    
    
    
    205,196
    
    
    
    112,349
    
    
    
    (20,061
    )
    
    
    444,299Operating income
    
    
    825
    
    
    
    49,697
    
    
    
    21,810
    
    
    
    
    
    
    
    72,332Other income (expense)Interest expense
    
    
    (23,279
    )
    
    
    (2,910
    )
    
    
    (668
    )
    
    
    847
    
    
    
    (26,010
    )Distributions from NCM
    
    
    979
    
    
    
    
    
    
    
    8,967
    
    
    
    
    
    
    
    9,946Equity in income of affiliates
    
    
    50,585
    
    
    
    15,365
    
    
    
    2
    
    
    
    (65,925
    )
    
    
    27Other income
    
    
    124
    
    
    
    696
    
    
    
    812
    
    
    
    (847
    )
    
    
    785Total other income
    
    
    28,409
    
    
    
    13,151
    
    
    
    9,113
    
    
    
    (65,925
    )
    
    
    (15,252
    )Income before income taxes
    
    
    29,234
    
    
    
    62,848
    
    
    
    30,923
    
    
    
    (65,925
    )
    
    
    57,080Income taxes
    
    
    (6,195
    )
    
    
    18,053
    
    
    
    8,175
    
    
    
    
    
    
    
    20,033Net income
    
    
    35,429
    
    
    
    44,795
    
    
    
    22,748
    
    
    
    (65,925
    )
    
    
    37,047Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    20
    
    
    
    1,598
    
    
    
    
    
    
    
    1,618Net income attributable to Cinemark USA, Inc.
    
    $
    35,429
    
    
    $
    44,775
    
    
    $
    21,150
    
    
    $
    (65,925
    )
    
    $
    35,429
 24




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Revenues
    
    $
    119,803
    
    
    $
    233,676
    
    
    $
    90,076
    
    
    $
    (17,755
    )
    
    $
    425,800Cost of operationsTheatre operating costs
    
    
    110,248
    
    
    
    153,683
    
    
    
    69,483
    
    
    
    (17,755
    )
    
    
    315,659General and administrative expenses
    
    
    3,687
    
    
    
    13,088
    
    
    
    4,636
    
    
    
    
    
    
    
    21,411Depreciation and amortization
    
    
    5,568
    
    
    
    24,492
    
    
    
    6,396
    
    
    
    
    
    
    
    36,456Impairment of long-lived assets
    
    
    815
    
    
    
    6
    
    
    
    218
    
    
    
    
    
    
    
    1,039(Gain) loss on sale of assets and other
    
    
    (84
    )
    
    
    436
    
    
    
    (80
    )
    
    
    
    
    
    
    272Total cost of operations
    
    
    120,234
    
    
    
    191,705
    
    
    
    80,653
    
    
    
    (17,755
    )
    
    
    374,837Operating income (loss)
    
    
    (431
    )
    
    
    41,971
    
    
    
    9,423
    
    
    
    
    
    
    
    50,963Other income (expense)Interest expense
    
    
    (12,411
    )
    
    
    (3,139
    )
    
    
    (598
    )
    
    
    866
    
    
    
    (15,282
    )Distributions from NCM
    
    
    
    
    
    
    
    
    
    
    6,579
    
    
    
    
    
    
    
    6,579Equity in income (loss) of affiliates
    
    
    34,325
    
    
    
    2,408
    
    
    
    (664
    )
    
    
    (36,674
    )
    
    
    (605
    )Other income
    
    
    282
    
    
    
    892
    
    
    
    1,431
    
    
    
    (866
    )
    
    
    1,739Total other income
    
    
    22,196
    
    
    
    161
    
    
    
    6,748
    
    
    
    (36,674
    )
    
    
    (7,569
    )Income before income taxes
    
    
    21,765
    
    
    
    42,132
    
    
    
    16,171
    
    
    
    (36,674
    )
    
    
    43,394Income taxes
    
    
    (2,382
    )
    
    
    15,223
    
    
    
    5,620
    
    
    
    
    
    
    
    18,461Net income
    
    
    24,147
    
    
    
    26,909
    
    
    
    10,551
    
    
    
    (36,674
    )
    
    
    24,933Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    8
    
    
    
    778
    
    
    
    
    
    
    
    786Increase (decrease) in cash and cash equivalents
    
    $
    24,147
    
    
    $
    26,901
    
    
    $
    9,773
    
    
    $
    (36,674
    )
    
    $
    24,147
 25




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
THREE MONTHS ENDED MARCH 31, 2010
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Operating activitiesNet income
    
    $
    35,429
    
    
    $
    44,795
    
    
    $
    22,748
    
    
    $
    (65,925
    )
    
    $
    37,047Adjustments to reconcile net income to cash provided by
operating activities
    
    
    (53,637
    )
    
    
    10,417
    
    
    
    11,046
    
    
    
    65,925
    
    
    
    33,751Changes in assets and liabilities
    
    
    25,446
    
    
    
    (41,595
    )
    
    
    (11,009
    )
    
    
    
    
    
    
    (27,158
    )Net cash provided by operating activities
    
    
    7,238
    
    
    
    13,617
    
    
    
    22,785
    
    
    
    
    
    
    
    43,640Investing activitiesAdditions to theatre properties and equipment
    
    
    (5,673
    )
    
    
    (6,721
    )
    
    
    (7,123
    )
    
    
    
    
    
    
    (19,517
    )Proceeds from sale of theatre properties and equipment
    
    
    
    
    
    
    395
    
    
    
    96
    
    
    
    
    
    
    
    491Investment in joint venture  DCIP, net of cash distributions
    
    
    
    
    
    
    
    
    
    
    (644
    )
    
    
    
    
    
    
    (644
    )Net transactions with affiliates
    
    
    
    
    
    
    1,361
    
    
    
    
    
    
    
    (1,361
    )
    
    
    Net cash used for investing activities
    
    
    (5,673
    )
    
    
    (4,965
    )
    
    
    (7,671
    )
    
    
    (1,361
    )
    
    
    (19,670
    )Financing activitiesDividends paid to parent
    
    
    (14,375
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,375
    )Payroll taxes paid as a result of noncash stock option
exercises and restricted stock withholdings
    
    
    (44
    )
    
    
    (255
    )
    
    
    
    
    
    
    
    
    
    
    (299
    )Repayments of other long-term debt
    
    
    (2,709
    )
    
    
    
    
    
    
    (361
    )
    
    
    
    
    
    
    (3,070
    )Net changes in intercompany notes
    
    
    
    
    
    
    
    
    
    
    (1,361
    )
    
    
    1,361
    
    
    
    Payments on capital leases
    
    
    (314
    )
    
    
    (1,336
    )
    
    
    (89
    )
    
    
    
    
    
    
    (1,739
    )Payment of debt issue costs
    
    
    (8,706
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,706
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash used for financing activities
    
    
    (26,148
    )
    
    
    (1,591
    )
    
    
    (1,811
    )
    
    
    1,361
    
    
    
    (28,189
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (359
    )
    
    
    
    
    
    
    (359
    )Increase (decrease) in cash and cash equivalents
    
    
    (24,583
    )
    
    
    7,061
    
    
    
    12,944
    
    
    
    
    
    
    
    (4,578
    )Cash and cash equivalents:Beginning of year
    
    
    39,761
    
    
    
    237,540
    
    
    
    160,436
    
    
    
    
    
    
    
    437,737End of year
    
    $
    15,178
    
    
    $
    244,601
    
    
    $
    173,380
    
    
    $
    
    
    
    $
    433,159
 26




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Operating activitiesNet income
    
    $
    24,147
    
    
    $
    26,909
    
    
    $
    10,551
    
    
    $
    (36,674
    )
    
    $
    24,933Adjustments to reconcile net income to cash provided
by (used for) operating activities
    
    
    (25,568
    )
    
    
    27,557
    
    
    
    7,653
    
    
    
    36,674
    
    
    
    46,316Changes in assets and liabilities
    
    
    45,489
    
    
    
    (59,494
    )
    
    
    (5,508
    )
    
    
    
    
    
    
    (19,513
    )Net cash provided by (used for) operating activities
    
    
    44,068
    
    
    
    (5,028
    )
    
    
    12,696
    
    
    
    
    
    
    
    51,736Investing activitiesAdditions to theatre properties and equipment
    
    
    (6,161
    )
    
    
    (9,943
    )
    
    
    (6,768
    )
    
    
    
    
    
    
    (22,872
    )Proceeds from sale of theatre properties and equipment
    
    
    395
    
    
    
    25
    
    
    
    90
    
    
    
    
    
    
    
    510Acquisition of theatres
    
    
    (48,950
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,950
    )Net transactions with affiliates
    
    
    
    
    
    
    12,038
    
    
    
    
    
    
    
    (12,038
    )
    
    
    Net cash provided by (used for) investing activities
    
    
    (54,716
    )
    
    
    2,120
    
    
    
    (6,678
    )
    
    
    (12,038
    )
    
    
    (71,312
    )Financing activitiesCapital contributions from parent
    
    
    16,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,400Repayments of other long-term debt
    
    
    (2,800
    )
    
    
    
    
    
    
    (347
    )
    
    
    
    
    
    
    (3,147
    )Net changes in intercompany notes
    
    
    
    
    
    
    
    
    
    
    (12,038
    )
    
    
    12,038
    
    
    
    Payments on capital leases
    
    
    (90
    )
    
    
    (1,117
    )
    
    
    (92
    )
    
    
    
    
    
    
    (1,299
    )Other
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    
    
    
    
    (94
    )Net cash provided by (used for) financing activities
    
    
    13,510
    
    
    
    (1,117
    )
    
    
    (12,571
    )
    
    
    12,038
    
    
    
    11,860Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (319
    )
    
    
    
    
    
    
    (319
    )Increase (decrease) in cash and cash equivalents
    
    
    2,862
    
    
    
    (4,025
    )
    
    
    (6,872
    )
    
    
    
    
    
    
    (8,035
    )Cash and cash equivalents:Beginning of year
    
    
    39,039
    
    
    
    163,007
    
    
    
    111,192
    
    
    
    
    
    
    
    313,238End of year
    
    $
    41,901
    
    
    $
    158,982
    
    
    $
    104,320
    
    
    $
    
    
    
    $
    305,203
 27




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##### 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, Valentines Day Shutter Island. Clash of the Titans, Iron Man 2, Shrek Forever
After, Sex and the City 2, Toy Story 3, Little Fockers, The A Team, Tron: Legacy, Robin Hood,
Prince of Persia: The Sands of Time, Despicable Me, Tangled, Inception Twilight Harry Potter
      28




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##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,2010
    
    
    2009Operating data (in millions):RevenuesAdmissions
    
    $
    343.0
    
    
    $
    279.9Concession
    
    
    153.1
    
    
    
    130.0Other
    
    
    20.5
    
    
    
    15.9Total revenues
    
    $
    516.6
    
    
    $
    425.8Cost of operationsFilm rentals and advertising
    
    
    188.8
    
    
    
    147.1Concession supplies
    
    
    22.4
    
    
    
    19.7Salaries and wages
    
    
    52.5
    
    
    
    44.4Facility lease expense
    
    
    62.7
    
    
    
    55.7Utilities and other
    
    
    55.2
    
    
    
    48.8General and administrative expenses
    
    
    25.0
    
    
    
    21.4Depreciation and amortization
    
    
    34.1
    
    
    
    36.5Impairment of long-lived assets
    
    
    0.4
    
    
    
    1.0Loss on sale of assets and other
    
    
    3.2
    
    
    
    0.2Total cost of operations
    
    $
    444.3
    
    
    $
    374.8Operating income
    
    $
    72.3
    
    
    $
    51.0Operating data as a percentage of total revenues:RevenuesAdmissions
    
    
    66.4
    %
    
    
    65.7
    %Concession
    
    
    29.6
    %
    
    
    30.5
    %Other
    
    
    4.0
    %
    
    
    3.8
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations (1)Film rentals and advertising
    
    
    55.0
    %
    
    
    52.6
    %Concession supplies
    
    
    14.6
    %
    
    
    15.2
    %Salaries and wages
    
    
    10.2
    %
    
    
    10.4
    %Facility lease expense
    
    
    12.1
    %
    
    
    13.1
    %Utilities and other
    
    
    10.7
    %
    
    
    11.5
    %General and administrative expenses
    
    
    4.8
    %
    
    
    5.0
    %Depreciation and amortization
    
    
    6.6
    %
    
    
    8.6
    %Impairment of long-lived assets
    
    
    0.1
    %
    
    
    0.2
    %Loss on sale of assets and other
    
    
    0.6
    %
    
    
    0.0
    %Total cost of operations
    
    
    86.0
    %
    
    
    88.0
    %Operating income
    
    
    14.0
    %
    
    
    12.0
    %Average screen count (month end average)
    
    
    4,891
    
    
    
    4,794Revenues per average screen (dollars)
    
    $
    105,634
    
    
    $
    88,815
 
 (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. 29




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##### Table of Contents



Three months ended March 31, 2010 and 2009
 Revenues.
 U.S. Operating Segment
    
    International Operating Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeAdmissions revenues (1)
    
    $
    259.3
    
    
    $
    225.5
    
    
    
    15.0
    %
    
    $
    83.7
    
    
    $
    54.4
    
    
    
    53.9
    %
    
    $
    343.0
    
    
    $
    279.9
    
    
    
    22.5
    %Concession revenues (1)
    
    $
    118.5
    
    
    $
    106.0
    
    
    
    11.8
    %
    
    $
    34.6
    
    
    $
    24.0
    
    
    
    44.2
    %
    
    $
    153.1
    
    
    $
    130.0
    
    
    
    17.8
    %Other revenues (1) (2)
    
    $
    9.5
    
    
    $
    9.1
    
    
    
    4.4
    %
    
    $
    11.0
    
    
    $
    6.8
    
    
    
    61.8
    %
    
    $
    20.5
    
    
    $
    15.9
    
    
    
    28.9
    %Total revenues (1) (2)
    
    $
    387.3
    
    
    $
    340.6
    
    
    
    13.7
    %
    
    $
    129.3
    
    
    $
    85.2
    
    
    
    51.8
    %
    
    $
    516.6
    
    
    $
    425.8
    
    
    
    21.3
    %Attendance (1)
    
    
    39.6
    
    
    
    37.3
    
    
    
    6.2
    %
    
    
    18.9
    
    
    
    16.8
    
    
    
    12.5
    %
    
    
    58.5
    
    
    
    54.1
    
    
    
    8.1
    %Revenues per average screen
(2)
    
    $
    101,264
    
    
    $
    90,610
    
    
    
    11.8
    %
    
    $
    121,325
    
    
    $
    82,295
    
    
    
    47.4
    %
    
    $
    105,634
    
    
    $
    88,815
    
    
    
    18.9
    %
 
 (1)
    
    Amounts in millions.(2)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 14 of our condensed consolidated financial
statements. 
    
    Consolidated. The increase in admissions revenues of $63.1 million was attributable
to an 8.1% increase in attendance from 54.1 million patrons for the first quarter of 2009 to
58.5 million patrons for the first quarter of 2010 and a 13.3% increase in average ticket
price from $5.17 for the first quarter of 2009 to $5.86 for the first quarter of 2010. The
increase in concession revenues of $23.1 million was attributable to the 8.1% increase in
attendance and a 9.2% increase in concession revenues per patron from $2.40 for the first
quarter of 2009 to $2.62 for the first quarter of 2010. The increase in attendance primarily
related to the carryover of Avatarand the strong performance of certain other films during
the first 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.
    
    U.S. The increase in admissions revenues of $33.8 million was attributable to a 6.2%
increase in attendance and an 8.3% increase in average ticket price from $6.05 for the first
quarter of 2009 to $6.55 for the first quarter of 2010. The increase in concession revenues of
$12.5 million was attributable to the 6.2% increase in attendance and a 5.3% increase in
concession revenues per patron from $2.84 for the first quarter of 2009 to $2.99 for the first
quarter of 2010. The increase in attendance primarily related to the carryover of Avatarand
the strong performance of certain other films during the first 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 $29.3 million was attributable
to a 36.7% increase in average ticket price from $3.24 for the first quarter of 2009 to $4.43
for the first quarter of 2010 and a 12.5% increase in attendance. The increase in concession
revenues of $10.6 million was attributable to a 28.0% increase in concession revenues per
patron from $1.43 for the first quarter of 2009 to $1.83 for the first quarter of 2010 and the
12.5% increase in attendance. The increases in average ticket price and concession revenues
per patron were due to price increases and the favorable impact of exchange rates in certain
countries in which we operate. The increase in attendance primarily related to the carryover
of Avatarand the strong performance of certain other films during the first quarter of 2010.
The 61.8% increase in other revenues was primarily due to increased ancillary revenues in
Brazil 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
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009Film rentals and advertising
    
    $
    148.5
    
    
    $
    120.0
    
    
    $
    40.3
    
    
    $
    27.1
    
    
    $
    188.8
    
    
    $
    147.1Concession supplies
    
    
    13.9
    
    
    
    13.4
    
    
    
    8.5
    
    
    
    6.3
    
    
    
    22.4
    
    
    
    19.7Salaries and wages
    
    
    42.4
    
    
    
    37.3
    
    
    
    10.1
    
    
    
    7.1
    
    
    
    52.5
    
    
    
    44.4Facility lease expense
    
    
    45.7
    
    
    
    42.6
    
    
    
    17.0
    
    
    
    13.1
    
    
    
    62.7
    
    
    
    55.7Utilities and other
    
    
    39.6
    
    
    
    36.9
    
    
    
    15.6
    
    
    
    11.9
    
    
    
    55.2
    
    
    
    48.8
 
    
    Consolidated. Film rentals and advertising costs were $188.8 million, or 55.0% of
admissions revenues, for the first quarter of 2010 compared to $147.1 million, or 52.6% of
admissions revenues, for the first quarter of 2009. The increase in film rentals and
advertising costs of $41.7 million is primarily due to a $63.1 million increase in admissions
revenues, which contributed $32.6 million and an increase in our film rental and advertising
rate, which contributed $9.1 million. The increase in the film rental and advertising rate was
primarily due to the blockbuster success of certain films during the first quarter of 2010,
including the carryover of Avatarand the strong performance of Alice in Wonderland.
Concession supplies expense was $22.4 million, or 14.6% of concession revenues, for the first
quarter of 2010, compared to $19.7 million, or 15.2% of concession revenues, for the first
quarter of 2009. The increase in concession supplies expense of $2.7 million is primarily due
to increased concession revenues, partially offset by a decrease in our concession supplies
rate.Salaries and wages increased to $52.5 million for the first quarter of 2010 from $44.4 million
for the first quarter of 2009 primarily due to increased staffing levels to support the 8.1%
increase in attendance, increased minimum wage rates, new theatres and the impact of exchange
rates in certain countries in which we operate. Facility lease expense increased to $62.7
million for the first quarter of 2010 from $55.7 million for the first quarter of 2009 primarily
due to new theatres, increased percentage rent related to the 21.3% increase in revenues and the
impact of exchange rates in certain countries in which we operate. Utilities and other costs
increased to $55.2 million for the first quarter of 2010 from $48.8 million for the first
quarter of 2009 primarily due to increased utilities and other costs related 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 $148.5 million, or 57.3% of admissions
revenues, for the first quarter of 2010 compared to $120.0 million, or 53.2% of admissions
revenues, for the first quarter of 2009. The increase in film rentals and advertising costs of
$28.5 million is due to a $33.8 million increase in admissions revenues, which contributed
$18.0 million and an increase in our film rental and advertising rate, which contributed $10.5
million. The increase in the film rental and advertising rate was primarily due to the
blockbuster success of certain films during the first quarter of 2010, including the carryover
of Avatar, which grossed over $450 million in U.S. box office revenues during the quarter and
the strong performance of Alice in Wonderland, which grossed approximately $300 million in
U.S. box office revenues during the quarter. Concession supplies expense was $13.9 million, or
11.7% of concession revenues, for the first quarter of 2010 compared to $13.4 million, or
12.6% of concession revenues, for the first quarter of 2009. The increase in concession
supplies expense of $0.5 million is primarily due to increased concession revenues, partially
offset by a decrease in our concession supplies rate.Salaries and wages increased to $42.4 million for the first quarter of 2010 from $37.3 million
for the first quarter of 2009 primarily due to increased staffing levels to support the 6.2%
increase in attendance, increased minimum wage rates and new theatres. Facility lease expense
increased to $45.7 million for the first quarter of 2010 from $42.6 million for the first
quarter of 2009 primarily due to new theatres and increased percentage rent due to the 13.7%
increase in revenues. Utilities and other costs increased to $39.6 million for the first quarter
of 2010 from $36.9 million for the first quarter of 2009 primarily due to the increased
utilities and other costs related to new theatres and increased 3-D equipment rental fees.
 31




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##### Table of Contents




    
    International. Film rentals and advertising costs were $40.3 million, or 48.1% of
admissions revenues, for the first quarter of 2010 compared to $27.1 million, or 49.8% of
admissions revenues, for the first quarter of 2009. The increase in film rentals and
advertising costs of $13.2 million is primarily due to the $29.3 million increase in
admissions revenues, which contributed $14.6 million, partially offset by a decrease in our
film rental and advertising rate. Concession supplies expense was $8.5 million, or 24.6% of
concession revenues, for the first quarter of 2010 compared to $6.3 million, or 26.3% of
concession revenues, for the first quarter of 2009.Salaries and wages increased to $10.1 million for the first quarter of 2010 from $7.1 million
for the first quarter of 2009 primarily due to increased staffing levels to support the 12.5%
increase in attendance, new theatres and the impact of exchange rates in certain countries in
which we operate. Facility lease expense increased to $17.0 million for the first quarter of
2010 from $13.1 million for the first quarter of 2009 primarily due to new theatres, increased
common area maintenance expenses, increased percentage rent related to the 51.8% increase in
revenues and the impact of exchange rates in certain countries in which we operate. Utilities
and other costs increased to $15.6 million for the first quarter of 2010 from $11.9 million for
the first quarter of 2009 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. 5 8
 Distributions from NCM.
 Income Taxes.
 32




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  33




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
 5 8
  PageCondensed Consolidating Balance Sheet Information as of March 31, 2010 (unaudited)
    
    35Condensed Consolidating Statement of Income Information for the three months
ended March 31, 2010 (unaudited)
    
    36Condensed Consolidating Statement of Cash Flows Information for the three months
ended March 31, 2010 (unaudited)
    
    37
 34




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2010
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assetsCash and cash equivalents
    
    $
    390,823
    
    
    $
    42,336
    
    
    $
    
    
    
    $
    433,159Other current assets
    
    
    79,577
    
    
    
    (18,515
    )
    
    
    
    
    
    
    61,062Total current assets
    
    
    470,400
    
    
    
    23,821
    
    
    
    
    
    
    
    494,221Theatre properties and equipment, net
    
    
    1,191,215
    
    
    
    
    
    
    
    
    
    
    
    1,191,215Other assets
    
    
    1,549,684
    
    
    
    81,035
    
    
    
    (25,499
    )
    
    
    1,605,220Total assets
    
    $
    3,211,299
    
    
    $
    104,856
    
    
    $
    (25,499
    )
    
    $
    3,290,656Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    11,475
    
    
    $
    
    
    
    $
    
    
    
    $
    11,475Current portion of capital lease obligations
    
    
    7,270
    
    
    
    
    
    
    
    
    
    
    
    7,270Accounts payable and accrued expenses
    
    
    227,855
    
    
    
    
    
    
    
    
    
    
    
    227,855Total current liabilities
    
    
    246,600
    
    
    
    
    
    
    
    
    
    
    
    246,600Long-term liabilitiesLong-term debt, less current portion
    
    
    1,529,321
    
    
    
    
    
    
    
    
    
    
    
    1,529,321Other long-term liabilities
    
    
    536,290
    
    
    
    30,721
    
    
    
    
    
    
    
    567,011Total long-term liabilities
    
    
    2,065,611
    
    
    
    30,721
    
    
    
    
    
    
    
    2,096,332Commitments and contingenciesEquity
    
    
    899,088
    
    
    
    74,135
    
    
    
    (25,499
    )
    
    
    947,724Total liabilities and equity
    
    $
    3,211,299
    
    
    $
    104,856
    
    
    $
    (25,499
    )
    
    $
    3,290,656
  35




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 2010
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    516,631
    
    
    $
    
    
    
    $
    
    
    
    $
    516,631Cost of operationsTheatre operating costs
    
    
    381,703
    
    
    
    
    
    
    
    
    
    
    
    381,703General and administrative expenses
    
    
    24,989
    
    
    
    2
    
    
    
    
    
    
    
    24,991Depreciation and amortization
    
    
    34,091
    
    
    
    
    
    
    
    
    
    
    
    34,091Impairment of long-lived assets
    
    
    347
    
    
    
    
    
    
    
    
    
    
    
    347Loss on sale of assets and other
    
    
    2,273
    
    
    
    894
    
    
    
    
    
    
    
    3,167Total cost of operations
    
    
    443,403
    
    
    
    896
    
    
    
    
    
    
    
    444,299Operating income (loss)
    
    
    73,228
    
    
    
    (896
    )
    
    
    
    
    
    
    72,332Other income (expense)
    
    
    (24,228
    )
    
    
    8,976
    
    
    
    
    
    
    
    (15,252
    )Income before income taxes
    
    
    49,000
    
    
    
    8,080
    
    
    
    
    
    
    
    57,080Income taxes
    
    
    16,987
    
    
    
    3,046
    
    
    
    
    
    
    
    20,033Net income
    
    
    32,013
    
    
    
    5,034
    
    
    
    
    
    
    
    37,047Less: Net income attributable to noncontrolling interests
    
    
    1,618
    
    
    
    
    
    
    
    
    
    
    
    1,618Net income attributable to Cinemark USA, Inc.
    
    $
    30,395
    
    
    $
    5,034
    
    
    $
    
    
    
    $
    35,429
   36




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2010
(In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income
    
    $
    32,013
    
    
    $
    5,034
    
    
    $
    
    
    
    $
    37,047Adjustments to reconcile net income to cash provided by operating activities and other
    
    
    31,314
    
    
    
    2,437
    
    
    
    
    
    
    
    33,751Changes in assets and liabilities
    
    
    (30,177
    )
    
    
    3,019
    
    
    
    
    
    
    
    (27,158
    )Net cash provided by operating activities
    
    
    33,150
    
    
    
    10,490
    
    
    
    
    
    
    
    43,640Investing activitiesAdditions to theatre properties and equipment
    
    
    (19,517
    )
    
    
    
    
    
    
    
    
    
    
    (19,517
    )Proceeds from sale of theatre properties and equipment
    
    
    491
    
    
    
    
    
    
    
    
    
    
    
    491Investment in joint venture  DCIP, net of cash distributions
    
    
    
    
    
    
    (644
    )
    
    
    
    
    
    
    (644
    )Net cash used for investing activities
    
    
    (19,026
    )
    
    
    (644
    )
    
    
    
    
    
    
    (19,670
    )Financing activitiesDividends paid to parent
    
    
    (14,375
    )
    
    
    
    
    
    
    
    
    
    
    (14,375
    )Payroll taxes paid as a result of noncash stock option exercises and restricted stock
withholdings
    
    
    (299
    )
    
    
    
    
    
    
    
    
    
    
    (299
    )Repayments of other long-term debt
    
    
    (3,070
    )
    
    
    
    
    
    
    
    
    
    
    (3,070
    )Payments on capital leases
    
    
    (1,739
    )
    
    
    
    
    
    
    
    
    
    
    (1,739
    )Payment of debt issue costs
    
    
    (8,706
    )
    
    
    
    
    
    
    
    
    
    
    (8,706
    )Net cash used for financing activities
    
    
    (28,189
    )
    
    
    
    
    
    
    
    
    
    
    (28,189
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (359
    )
    
    
    
    
    
    
    
    
    
    
    (359
    )Increase (decrease) in cash and cash equivalents
    
    
    (14,424
    )
    
    
    9,846
    
    
    
    
    
    
    
    (4,578
    )Cash and cash equivalents:Beginning of year
    
    
    405,247
    
    
    
    32,490
    
    
    
    
    
    
    
    437,737End of year
    
    $
    390,823
    
    
    $
    42,336
    
    
    $
    
    
    
    $
    433,159
  37




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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. 38




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##### Table of Contents



SIGNATURES
  CINEMARK USA, INC.
RegistrantDATE:May 11, 2010/s/Alan W. StockAlan W. StockChief Executive Officer/s/Robert CoppleRobert CoppleChief Financial Officer 39




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit Title*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.