##### Table of Contents



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, 2011
 Commission File Number: 033-47040
 CINEMARK
USA, INC.
 (Exact name of registrant as specified in its charter)
 Texas
(State or other jurisdiction 
of incorporation or organization)
    
    75-2206284
(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 o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




---



##### 



CINEMARK
USA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2011 and
December 31, 2010 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three months
ended March 31, 2011 and 2010 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2011 and 2010 (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




---



##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
  3




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data, unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010AssetsCurrent assetsCash and cash equivalents
    
    $
    462,589
    
    
    $
    464,765Inventories
    
    
    10,505
    
    
    
    11,686Accounts receivable
    
    
    41,250
    
    
    
    50,607Income tax receivable
    
    
    8,796
    
    
    
    30,733Current deferred tax asset
    
    
    4,128
    
    
    
    8,099Prepaid expenses and other
    
    
    8,479
    
    
    
    10,931Accounts receivable from parent
    
    
    7,644
    
    
    
    6,728Total current assets
    
    
    543,391
    
    
    
    583,549Theatre properties and equipment
    
    
    2,080,882
    
    
    
    2,048,204Less accumulated depreciation and amortization
    
    
    874,086
    
    
    
    832,758Theatre properties and equipment, net
    
    
    1,206,796
    
    
    
    1,215,446Other assetsGoodwill
    
    
    1,125,482
    
    
    
    1,122,971Intangible assets  net
    
    
    328,491
    
    
    
    329,204Investment in NCM
    
    
    72,162
    
    
    
    64,376Investment in DCIP
    
    
    13,088
    
    
    
    10,838Investment in Real D
    
    
    33,455
    
    
    
    27,993Investments in and advances to affiliates
    
    
    2,462
    
    
    
    2,619Deferred charges and other assets  net
    
    
    85,737
    
    
    
    70,978Total other assets
    
    
    1,660,877
    
    
    
    1,628,979Total assets
    
    $
    3,411,064
    
    
    $
    3,427,974Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    10,836
    
    
    $
    10,836Current portion of capital lease obligations
    
    
    7,570
    
    
    
    7,348Current liability for uncertain tax positions
    
    
    463
    
    
    
    1,948Accounts payable and accrued expenses
    
    
    220,400
    
    
    
    251,660Total current liabilities
    
    
    239,269
    
    
    
    271,792Long-term liabilitiesLong-term debt, less current portion
    
    
    1,519,102
    
    
    
    1,521,605Capital lease obligations, less current portion
    
    
    130,901
    
    
    
    132,812Deferred income taxes
    
    
    124,162
    
    
    
    129,293Liability for uncertain tax positions
    
    
    16,318
    
    
    
    17,840Deferred lease expenses
    
    
    31,239
    
    
    
    30,454Deferred revenue  NCM
    
    
    239,032
    
    
    
    230,573Other long-term liabilities
    
    
    53,165
    
    
    
    52,900Total long-term liabilities
    
    
    2,113,919
    
    
    
    2,115,477Commitments and contingencies (see Note 18)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
    
    
    1,170,775
    
    
    
    1,167,994Retained deficit
    
    
    (190,901
    )
    
    
    (192,385
    )Accumulated other comprehensive income
    
    
    40,827
    
    
    
    28,181Total Cinemark USA, Inc.s stockholders equity
    
    
    1,046,011
    
    
    
    1,029,100Noncontrolling interests
    
    
    11,865
    
    
    
    11,605Total equity
    
    
    1,057,876
    
    
    
    1,040,705Total liabilities and equity
    
    $
    3,411,064
    
    
    $
    3,427,974
  4




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands except per share data, unaudited)
 Three months ended March 31,2011
    
    
    2010RevenuesAdmissions
    
    $
    311,692
    
    
    $
    342,990Concession
    
    
    146,681
    
    
    
    153,104Other
    
    
    24,763
    
    
    
    20,537Total revenues
    
    
    483,136
    
    
    
    516,631Cost of operationsFilm rentals and advertising
    
    
    165,153
    
    
    
    188,819Concession supplies
    
    
    23,282
    
    
    
    22,406Salaries and wages
    
    
    50,079
    
    
    
    52,542Facility lease expense
    
    
    66,426
    
    
    
    62,715Utilities and other
    
    
    59,827
    
    
    
    55,221General and administrative expenses
    
    
    28,552
    
    
    
    24,991Depreciation and amortization
    
    
    38,922
    
    
    
    33,933Amortization of favorable/unfavorable leases
    
    
    218
    
    
    
    158Impairment of long-lived assets
    
    
    1,015
    
    
    
    347Loss on sale of assets and other
    
    
    472
    
    
    
    3,167Total cost of operations
    
    
    433,946
    
    
    
    444,299Operating income
    
    
    49,190
    
    
    
    72,332Other income (expense)Interest expense
    
    
    (29,290
    )
    
    
    (26,010
    )Interest income
    
    
    1,769
    
    
    
    1,053Foreign currency exchange gain (loss)
    
    
    823
    
    
    
    (268
    )Distributions from NCM
    
    
    9,863
    
    
    
    9,946Equity in income of affiliates
    
    
    2,438
    
    
    
    27Total other expense
    
    
    (14,397
    )
    
    
    (15,252
    )Income before income taxes
    
    
    34,793
    
    
    
    57,080Income taxes
    
    
    9,200
    
    
    
    20,033Net income
    
    $
    25,593
    
    
    $
    37,047Less: Net income attributable to noncontrolling
interests
    
    
    359
    
    
    
    1,618Net income attributable to Cinemark USA, Inc.
    
    $
    25,234
    
    
    $
    35,429
  5




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands, unaudited)
 Three Months Ended March 31,2011
    
    
    2010Operating activitiesNet income
    
    $
    25,593
    
    
    $
    37,047Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    38,033
    
    
    
    32,829Amortization of intangible and other assets and unfavorable leases
    
    
    1,107
    
    
    
    1,262Amortization of long-term prepaid rents
    
    
    667
    
    
    
    341Amortization of debt issue costs
    
    
    1,184
    
    
    
    1,181Amortization of deferred revenues, deferred lease incentives and other
    
    
    (2,339
    )
    
    
    (1,399
    )Amortization of accumulated other comprehensive loss related to interest rate
swap agreement
    
    
    1,158
    
    
    
    1,158Amortization of bond discount
    
    
    206
    
    
    
    188Impairment of long-lived assets
    
    
    1,015
    
    
    
    347Share based awards compensation expense
    
    
    1,871
    
    
    
    1,108Loss on sale of assets and other
    
    
    472
    
    
    
    1,457Loss on contribution of digital projection systems to DCIP
    
    
    
    
    
    
    1,710Deferred lease expenses
    
    
    780
    
    
    
    783Deferred income tax expenses
    
    
    (4,770
    )
    
    
    (10,528
    )Equity in income of affiliates
    
    
    (2,438
    )
    
    
    (27
    )Tax benefit related to stock option exercises and restricted stock vesting
    
    
    1,854
    
    
    
    1,667Distributions from equity investees
    
    
    2,420
    
    
    
    1,674Changes in assets and liabilities
    
    
    (6,057
    )
    
    
    (27,158
    )Net cash provided by operating activities
    
    
    60,756
    
    
    
    43,640Investing activitiesAdditions to theatre properties and equipment
    
    
    (35,769
    )
    
    
    (19,517
    )Proceeds from sale of theatre properties and equipment
    
    
    485
    
    
    
    491Investment in joint venture  DCIP and other
    
    
    (572
    )
    
    
    (644
    )Net cash used for investing activities
    
    
    (35,856
    )
    
    
    (19,670
    )Financing activitiesDividends paid to parent
    
    
    (23,750
    )
    
    
    (14,375
    )Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings
    
    
    (494
    )
    
    
    (299
    )Payment of debt issue costs
    
    
    (74
    )
    
    
    (8,706
    )Repayments of long-term debt
    
    
    (2,709
    )
    
    
    (3,070
    )Payments on capital leases
    
    
    (1,722
    )
    
    
    (1,739
    )Other
    
    
    (110
    )
    
    
    Net cash used for financing activities
    
    
    (28,859
    )
    
    
    (28,189
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,783
    
    
    
    (359
    )Decrease in cash and cash equivalents
    
    
    (2,176
    )
    
    
    (4,578
    )Cash and cash equivalents:Beginning of period
    
    
    464,765
    
    
    
    437,737End of period
    
    $
    462,589
    
    
    $
    433,159
   6




---



##### Table of Contents



1. The Company and Basis of Presentation
    2. New Accounting Pronouncements
  3. Equity
  CinemarkUSA, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2011
    
    $
    1,029,100
    
    
    $
    11,605
    
    
    $
    1,040,705Share based awards compensation expense
    
    
    1,871
    
    
    
    
    
    
    
    1,871Tax benefit related to stock option exercises and restricted stock vesting
    
    
    910
    
    
    
    
    
    
    
    910Dividends paid to parent
    
    
    (23,750
    )
    
    
    
    
    
    
    (23,750
    )Comprehensive income:Net income
    
    
    25,234
    
    
    
    359
    
    
    
    25,593Fair value adjustments on interest
rate swap agreements, net of taxes of $1,936
    
    
    2,716
    
    
    
    
    
    
    
    2,716Amortization of accumulated other
comprehensive loss on terminated swap
agreement
    
    
    1,158
    
    
    
    
    
    
    
    1,158Fair value adjustments on
available-for-sale securities, net of
taxes of $729
    
    
    1,323
    
    
    
    
    
    
    
    1,323Foreign currency translation adjustment
    
    
    7,449
    
    
    
    (99
    )
    
    
    7,350Total comprehensive income
    
    
    37,880
    
    
    
    260
    
    
    
    38,140Balance at March 31, 2011
    
    $
    1,046,011
    
    
    $
    11,865
    
    
    $
    1,057,876
 7




---



##### Table of Contents



CinemarkUSA, Inc.Stockholders
    
    
    Noncontrolling
    
    
    TotalEquity
    
    
    Interests
    
    
    EquityBalance at January 1, 2010
    
    $
    907,345
    
    
    $
    14,796
    
    
    $
    922,141Share based awards compensation expense
    
    
    1,108
    
    
    
    
    
    
    
    1,108Tax benefit related to stock option exercises
    
    
    1,667
    
    
    
    
    
    
    
    1,667Dividends paid to parent
    
    
    (14,375
    )
    
    
    
    
    
    
    (14,375
    )Comprehensive 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
    )Total comprehensive income
    
    
    35,801
    
    
    
    1,382
    
    
    
    37,183Balance at March 31, 2010
    
    $
    931,546
    
    
    $
    16,178
    
    
    $
    947,724
 4. Investment in National CineMedia
  Investment
    
    
    Deferred
    
    
    Distributions
    
    
    Equity in
    
    
    Other
    
    
    Cashin NCM
    
    
    Revenue
    
    
    from NCM
    
    
    Earnings
    
    
    Revenue
    
    
    ReceivedBalance as of December 31, 2010
    
    $
    64,376
    
    
    $
    (230,573
    )Receipt of common units due to annual
common unit adjustment
    
    
    9,302
    
    
    
    (9,302
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Revenues earned under exhibitor
services agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,299
    )
    
    
    1,299Receipt of excess cash distributions
    
    
    (1,708
    )
    
    
    
    
    
    
    (5,909
    )
    
    
    
    
    
    
    
    
    
    
    7,617Receipt under tax receivable agreement
    
    
    (712
    )
    
    
    
    
    
    
    (3,954
    )
    
    
    
    
    
    
    
    
    
    
    4,666Equity in earnings
    
    
    904
    
    
    
    
    
    
    
    
    
    
    
    (904
    )
    
    
    
    
    
    
    Amortization of deferred revenue
    
    
    
    
    
    
    843
    
    
    
    
    
    
    
    
    
    
    
    (843
    )
    
    
    Balance as of and for the period
ended March 31, 2011
    
    $
    72,162
    
    
    $
    (239,032
    )
    
    $
    (9,863
    )
    
    $
    (904
    )
    
    $
    (2,142
    )
    
    $
    13,582
    8




---



##### Table of Contents



YearEndedDecember 31, 2010Gross revenues
    
    $
    427,445Operating income
    
    $
    190,559Net earnings
    
    $
    139,541
 5. Investment in Digital Cinema Implementation Partners
    Investment inDCIPBalance as of December 31, 2010
    
    $
    10,838Cash contributions to DCIP
    
    
    564Equity in income
    
    
    1,686Balance as of March 31, 2011
    
    $
    13,088
  9




---



##### Table of Contents



6. Investment in Real D
     10




---



##### Table of Contents



7. Share Based Awards
 Stock Options 
 Weighted AverageNumber of
    
    
    Weighted Average
    
    
    Grant Date Fair
    
    
    Aggregate IntrinsicOptions
    
    
    Exercise Price
    
    
    Value
    
    
    ValueOutstanding at December 31, 2010
    
    
    140,356
    
    
    $
    7.63
    
    
    $
    3.51Exercised
    
    
    (45,596
    )
    
    $
    7.63
    
    
    $
    3.51Outstanding at March 31, 2011
    
    
    94,760
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    1,111Options exercisable at March 31, 2011
    
    
    94,760
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    1,111
   Restricted Stock
  Shares of
    
    
    Weighted AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding at December 31, 2010
    
    
    1,254,691
    
    
    $
    14.60Granted
    
    
    390,463
    
    
    $
    19.35Forfeited
    
    
    (853
    )
    
    $
    12.89Vested
    
    
    (226,883
    )
    
    $
    10.21Canceled
    
    
    (4,613
    )
    
    $
    18.35Outstanding at March 31, 2011
    
    
    1,412,805
    
    
    $
    16.60Unvested restricted stock at March 31, 2011
    
    
    1,412,805
    
    
    $
    16.60
  11




---



##### Table of Contents



Restricted
Stock Units
  Number ofShares
    
    
    Value atVesting
    
    
    Grantat IRR of at least 8.5%
    
    
    51,239
    
    
    $
    991at IRR of at least 10.5%
    
    
    102,488
    
    
    $
    1,983at IRR of at least 12.5%
    
    
    153,727
    
    
    $
    2,975
   8. Long-Term Debt Activity
 Amendment and Extension of Senior Secured Credit Facility
  12




---



##### Table of Contents



Fair Value of Long-Term Debt
  9. Interest Rate Swap Agreements
   13




---



##### Table of Contents



EstimatedAmount
    
    
    Effective
    
    
    Pay
    
    
    Receive
    
    
    Expiration
    
    
    Fair Value atCategory
    
    Hedged
    
    
    Date
    
    
    Rate
    
    
    Rate
    
    

Date
    
    
    March 31, 2011Interest Rate Swap Assets$
    175,000
    
    
    December 2010
    
    
    1.4000
    %
    
    1-Month LIBOR
    
    September 2015
    
    $
    5,380$
    175,000
    
    
    December 2010
    
    
    1.3975
    %
    
    1-Month LIBOR
    
    September 2015
    
    
    5,447$
    10,827Interest Rate Swap Liabilities$
    125,000
    
    
    August
2007
    
    
    4.9220
    %
    
    3-Month LIBOR
    
    August 2012
    
    $
    (7,514
    )$
    175,000
    
    
    November 2008
    
    
    3.6300
    %
    
    1-Month LIBOR
    
    (1)
    
    
    (5,676
    )(2)$
    (13,190
    )Total
    

    $
    650,000
 
 (1)
    
    $100,000 of this swap expires November 2011 and $75,000 expires November 2012.(2)
    
    Approximately $2,093 is reflected in other current liabilities on the condensed
consolidated balance sheet as of March 31, 2011.  10. Goodwill and Other Intangible Assets
  U.S.
    
    
    InternationalOperating
    
    
    OperatingSegment
    
    
    Segment
    
    
    TotalBalance at December 31, 2010(1)
    
    $
    948,026
    
    
    $
    174,945
    
    
    $
    1,122,971Foreign currency translation adjustments
    
    
    
    
    
    
    2,511
    
    
    
    2,511Balance at March 31, 2011(1)
    
    $
    948,026
    
    
    $
    177,456
    
    
    $
    1,125,482
 
 (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.   14




---



##### Table of Contents



Balance at
    
    
    
    
    
    
    Foreign Currency
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    Translation
    
    
    March 31,2010
    
    
    Amortization
    
    
    Adjustments
    
    
    2011Intangible assets with finite lives:Gross carrying amount
    
    $
    64,319
    
    
    $
    
    
    
    $
    47
    
    
    $
    64,366Accumulated amortization
    
    
    (46,185
    )
    
    
    (1,126
    )
    
    
    
    
    
    
    (47,311
    )Total net intangible assets with finite lives
    
    $
    18,134
    
    
    $
    (1,126
    )
    
    $
    47
    
    
    $
    17,055Intangible assets with indefinite lives:Tradename
    
    
    311,070
    
    
    
    
    
    
    
    366
    
    
    
    311,436Total intangible assets  net
    
    $
    329,204
    
    
    $
    (1,126
    )
    
    $
    413
    
    
    $
    328,491
  For the nine
months ended December 31, 2011
    
    $
    2,854For the twelve months ended December 31, 2012
    
    
    2,997For the twelve months ended December 31, 2013
    
    
    2,437For the twelve months ended December 31, 2014
    
    
    1,902For the twelve months ended December 31, 2015
    
    
    1,799Thereafter
    
    
    5,066Total
    
    $
    17,055
 11. Impairment of Long-Lived Assets
   15




---



##### Table of Contents



Three Months EndedMarch 31,2011
    
    
    2010United States theatre properties
    
    $
    343
    
    
    $
    347International theatre properties
    
    
    672
    
    
    
    Subtotal
    
    $
    1,015
    
    
    $
    347Intangible assets
    
    
    
    
    
    
    Impairment of long-lived assets
    
    $
    1,015
    
    
    $
    347
 12. Fair Value Measurements
  Level 1
    
     quoted market prices in active markets for identical assets or liabilities that are
accessible at the measurement date;Level 2
    
     other than quoted market prices included in Level 1 that are observable for the asset
or liability, either directly or indirectly; andLevel 3
    
     unobservable and should be used to measure fair value to the extent that observable
inputs are not available.
  Carrying
    
    
    Fair ValueDescription
    
    Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Interest rate swap liabilities  current (see Note 9)
    
    $
    (2,093
    )
    
    $
    
    
    
    $
    
    
    
    $
    (2,093
    )Interest rate swap liabilities  long term (see Note 9)
    
    $
    (11,097
    )
    
    $
    
    
    
    $
    
    
    
    $
    (11,097
    )Interest rate swap assets  long term (see Note 9)
    
    $
    10,827
    
    
    $
    
    
    
    $
    
    
    
    $
    10,827Investment in Real D (see Note 6)
    
    $
    33,455
    
    
    $
    33,455
    
    
    $
    
    
    
    $
    
  Carrying
    
    
    Fair ValueDescription
    
    Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Interest rate swap liabilities  current (see Note 9)
    
    $
    (2,928
    )
    
    $
    
    
    
    $
    
    
    
    $
    (2,928
    )Interest rate swap liabilities  long term (see Note 9)
    
    $
    (13,042
    )
    
    $
    
    
    
    $
    
    
    
    $
    (13,042
    )Interest rate swap assets  long term (see Note 9)
    
    $
    8,955
    
    
    $
    
    
    
    $
    
    
    
    $
    8,955Investment in Real D (see Note 6)
    
    $
    27,993
    
    
    $
    
    
    
    $
    27,993
    
    
    $
    
 16




---



##### Table of Contents



Liabilities
    
    
    Assets2011
    
    
    2010
    
    
    2011
    
    
    2010Beginning balance   January 1
    
    $
    (15,970
    )
    
    $
    (18,524
    )
    
    $
    8,955
    
    
    $
    Total gain (loss) included in
accumulated other
comprehensive income (loss)
    
    
    2,780
    
    
    
    (832
    )
    
    
    1,872
    
    
    $
    Ending balance  March 31
    
    $
    (13,190
    )
    
    $
    (19,356
    )
    
    $
    10,827
    
    
    $
    
  13. Foreign Currency Translation
       17




---



##### Table of Contents



14. Supplemental Cash Flow Information
  Three Months EndedMarch 31,2011
    
    
    2010Cash paid for interest
    
    $
    16,678
    
    
    $
    12,371Cash paid for income taxes, net of refunds received
    
    $
    (6,610
    )
    
    $
    12,903Noncash investing and financing activities:Change in construction lease obligations related to construction of theatres
    
    $
    
    
    
    $
    2,370Change in accounts payable and accrued expenses for the acquisition of theatre
properties and equipment(1)
    
    $
    1,466
    
    
    $
    2,543Change in fair market values of interest rate swap agreements, net of taxes
    
    $
    2,716
    
    
    $
    (518
    )Investment in NCM  receipt of common units (see Note 4)
    
    $
    9,302
    
    
    $
    30,683Equipment contributed to DCIP (see Note 5)
    
    $
    
    
    
    $
    18,090Investment in Real D (see Note 6)
    
    $
    3,402
    
    
    $
    Change in fair market value of available-for-sale securities, net of taxes (see Note 6)
    
    $
    1,323
    
    
    $
    
 
 (1)
    
    Additions to theatre properties and equipment included in accounts payable as of
December 31, 2010 and March 31, 2011 were $11,162 and $9,696, respectively. 15. Segments
   Three Months EndedMarch 31,2011
    
    
    2010RevenuesU.S.
    
    $
    330,866
    
    
    $
    388,615International
    
    
    154,471
    
    
    
    129,271Eliminations
    
    
    (2,201
    )
    
    
    (1,255
    )Total revenues
    
    $
    483,136
    
    
    $
    516,631Adjusted EBITDAU.S.
    
    $
    69,083
    
    
    $
    89,739International
    
    
    33,915
    
    
    
    32,376Total Adjusted EBITDA
    
    $
    102,998
    
    
    $
    122,115Capital expendituresU.S.
    
    $
    11,468
    
    
    $
    12,500International
    
    
    24,301
    
    
    
    7,017Total capital expenditures
    
    $
    35,769
    
    
    $
    19,517
 18




---



##### Table of Contents



Three Months EndedMarch 31,2011
    
    
    2010Net income
    
    $
    25,593
    
    
    $
    37,047Add (deduct):Income taxes
    
    
    9,200
    
    
    
    20,033Interest expense (1)
    
    
    29,290
    
    
    
    26,010Other income (2)
    
    
    (5,030
    )
    
    
    (812
    )Depreciation and amortization
    
    
    38,922
    
    
    
    33,933Amortization of favorable/unfavorable leases
    
    
    218
    
    
    
    158Impairment of long-lived assets
    
    
    1,015
    
    
    
    347Loss on sale of assets and other
    
    
    472
    
    
    
    3,167Deferred lease expenses
    
    
    780
    
    
    
    783Amortization of long-term prepaid rents
    
    
    667
    
    
    
    341Share based awards compensation expense
    
    
    1,871
    
    
    
    1,108Adjusted EBITDA
    
    $
    102,998
    
    
    $
    122,115
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss), and equity in
income 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 31,2011
    
    
    2010RevenuesU.S.
    
    $
    330,866
    
    
    $
    388,615Brazil
    
    
    86,841
    
    
    
    69,218Mexico
    
    
    15,917
    
    
    
    17,382Other foreign countries
    
    
    51,713
    
    
    
    42,671Eliminations
    
    
    (2,201
    )
    
    
    (1,255
    )Total
    
    $
    483,136
    
    
    $
    516,631
 March 31,
    
    
    December 31,2011
    
    
    2010Theatre Properties and Equipment-netU.S.
    
    $
    956,994
    
    
    $
    972,358Brazil
    
    
    129,768
    
    
    
    129,361Mexico
    
    
    46,549
    
    
    
    43,127Other foreign countries
    
    
    73,485
    
    
    
    70,600Total
    
    $
    1,206,796
    
    
    $
    1,215,446
 16. Related Party Transactions
   19




---



##### Table of Contents



17. Income Taxes
  18. Commitments and Contingencies
  19. Condensed Consolidating Financial Information of Subsidiary Guarantors
    1.
    
    Condensed consolidating balance sheet information as of December 31, 2010 and
March 31, 2011, condensed consolidating statements of income information for the three
months ended March 31, 2010 and 2011, and condensed consolidating statements of cash
flows information for the three months ended March 31, 2010 and 2011.
 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
 20




---



##### Table of Contents



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




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
MARCH 31, 2011
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    45,058
    
    
    $
    213,059
    
    
    $
    204,472
    
    
    $
    
    
    
    $
    462,589Other current assets
    
    
    41,448
    
    
    
    34,351
    
    
    
    30,657
    
    
    
    (33,298
    )

    
    
    73,158Accounts receivable from parent or subsidiaries
    
    
    163,647
    
    
    
    
    
    
    
    
    
    
    
    (156,003
    )
    
    
    7,644Total current assets
    
    
    250,153
    
    
    
    247,410
    
    
    
    235,129
    
    
    
    (189,301
    )
    
    
    543,391Theatre properties and equipment  net
    
    
    304,488
    
    
    
    634,224
    
    
    
    268,084
    
    
    
    
    
    
    
    1,206,796Investment in subsidiaries
    
    
    1,277,339
    
    
    
    468,744
    
    
    
    
    
    
    
    (1,746,083
    )
    
    
    Other assets
    
    
    1,201,352
    
    
    
    171,065
    
    
    
    388,382
    
    
    
    (99,922
    )
    
    
    1,660,877Total assets
    
    $
    3,033,332
    
    
    $
    1,521,443
    
    
    $
    891,595
    
    
    $
    (2,035,306
    )
    
    $
    3,411,064Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    10,836
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,836Current portion of capital lease obligations
    
    
    1,668
    
    
    
    5,231
    
    
    
    671
    
    
    
    
    
    
    
    7,570Accounts payable and accrued expenses
    
    
    99,557
    
    
    
    55,427
    
    
    
    94,767
    
    
    
    (28,888
    )
    
    
    220,863Accounts payable to parent or subsidiaries
    
    
    
    
    
    
    107,306
    
    
    
    48,697
    
    
    
    (156,003
    )
    
    
    Total current liabilities
    
    
    112,061
    
    
    
    167,964
    
    
    
    144,135
    
    
    
    (184,891
    )
    
    
    239,269Long-term liabilitiesLong-term debt, less current portion
    
    
    1,525,732
    
    
    
    
    
    
    
    28,901
    
    
    
    (35,531
    )
    
    
    1,519,102Capital lease obligations, less current portion
    
    
    31,147
    
    
    
    93,382
    
    
    
    6,372
    
    
    
    
    
    
    
    130,901Other long-term liabilities and deferrals
    
    
    318,381
    
    
    
    146,354
    
    
    
    67,982
    
    
    
    (68,801
    )
    
    
    463,916Total long-term liabilities
    
    
    1,875,260
    
    
    
    239,736
    
    
    
    103,255
    
    
    
    (134,763
    )
    
    
    2,113,919Commitments and contingenciesEquityCinemark USA, Inc.s stockholders equity:Common stock
    
    
    49,543
    
    
    
    457,372
    
    
    
    167,765
    
    
    
    (625,137
    )
    
    
    49,543Other stockholders equity
    
    
    996,468
    
    
    
    655,942
    
    
    
    465,004
    
    
    
    (1,120,946
    )
    
    
    996,468Total Cinemark USA, Inc. stockholders equity
    
    
    1,046,011
    
    
    
    1,113,314
    
    
    
    632,769
    
    
    
    (1,746,083
    )
    
    
    1,046,011Noncontrolling interests
    
    
    
    
    
    
    429
    
    
    
    11,436
    
    
    
    
    
    
    
    11,865Total equity
    
    
    1,046,011
    
    
    
    1,113,743
    
    
    
    644,205
    
    
    
    (1,746,083
    )
    
    
    1,057,876Total liabilities and equity
    
    $
    3,033,332
    
    
    $
    1,521,443
    
    
    $
    891,595
    
    
    $
    (2,035,306
    )
    
    $
    3,411,064
 22




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2010
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    70,054
    
    
    $
    185,660
    
    
    $
    209,051
    
    
    $
    
    
    
    $
    464,765Other current assets
    
    
    73,774
    
    
    
    39,221
    
    
    
    34,458
    
    
    
    (35,397
    )
    
    
    112,056Accounts receivable from parent or subsidiaries
    
    
    135,527
    
    
    
    
    
    
    
    
    
    
    
    (128,799
    )
    
    
    6,728Total current assets
    
    
    279,355
    
    
    
    224,881
    
    
    
    243,509
    
    
    
    (164,196
    )
    
    
    583,549Theatre properties and equipment  net
    
    
    307,302
    
    
    
    646,906
    
    
    
    261,238
    
    
    
    
    
    
    
    1,215,446Investment in subsidiaries
    
    
    1,230,403
    
    
    
    455,423
    
    
    
    
    
    
    
    (1,685,826
    )
    
    
    Other assets
    
    
    1,195,916
    
    
    
    167,587
    
    
    
    362,047
    
    
    
    (96,571
    )
    
    
    1,628,979Total assets
    
    $
    3,012,976
    
    
    $
    1,494,797
    
    
    $
    866,794
    
    
    $
    (1,946,593
    )
    
    $
    3,427,974Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    10,836
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,836Current portion of capital lease obligations
    
    
    1,626
    
    
    
    5,057
    
    
    
    665
    
    
    
    
    
    
    
    7,348Accounts payable and accrued expenses
    
    
    105,748
    
    
    
    78,779
    
    
    
    100,788
    
    
    
    (31,707
    )
    
    
    253,608Accounts payable to parent or subsidiaries
    
    
    
    
    
    
    85,468
    
    
    
    43,331
    
    
    
    (128,799
    )
    
    
    Total current liabilities
    
    
    118,210
    
    
    
    169,304
    
    
    
    144,784
    
    
    
    (160,506
    )
    
    
    271,792Long-term liabilitiesLong-term debt, less current portion
    
    
    1,523,640
    
    
    
    
    
    
    
    30,145
    
    
    
    (32,180
    )
    
    
    1,521,605Capital lease obligations, less current portion
    
    
    31,580
    
    
    
    94,762
    
    
    
    6,470
    
    
    
    
    
    
    
    132,812Other long-term liabilities and deferrals
    
    
    310,446
    
    
    
    145,948
    
    
    
    72,747
    
    
    
    (68,081
    )
    
    
    461,060Total long-term liabilities
    
    
    1,865,666
    
    
    
    240,710
    
    
    
    109,362
    
    
    
    (100,261
    )
    
    
    2,115,477Commitments and contingenciesEquityCinemark USA, Inc.s stockholders equity:Common stock
    
    
    49,543
    
    
    
    457,372
    
    
    
    167,765
    
    
    
    (625,137
    )
    
    
    49,543Other stockholders equity
    
    
    979,557
    
    
    
    627,013
    
    
    
    433,676
    
    
    
    (1,060,689
    )
    
    
    979,557Total Cinemark USA, Inc. stockholders equity
    
    
    1,029,100
    
    
    
    1,084,385
    
    
    
    601,441
    
    
    
    (1,685,826
    )
    
    
    1,029,100Noncontrolling interests
    
    
    
    
    
    
    398
    
    
    
    11,207
    
    
    
    
    
    
    
    11,605Total equity
    
    
    1,029,100
    
    
    
    1,084,783
    
    
    
    612,648
    
    
    
    (1,685,826
    )
    
    
    1,040,705Total liabilities and equity
    
    $
    3,012,976
    
    
    $
    1,494,797
    
    
    $
    866,794
    
    
    $
    (1,946,593
    )
    
    $
    3,427,974
 23




---



##### 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, 2011
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Revenues
    
    $
    126,218
    
    
    $
    210,599
    
    
    $
    157,325
    
    
    $
    (11,006
    )
    
    $
    483,136Cost of operationsTheatre operating expenses
    
    
    110,374
    
    
    
    148,607
    
    
    
    116,792
    
    
    
    (11,006
    )
    
    
    364,767General and administrative expenses
    
    
    4,713
    
    
    
    14,880
    
    
    
    8,959
    
    
    
    
    
    
    
    28,552Depreciation and amortization
    
    
    9,134
    
    
    
    20,494
    
    
    
    9,512
    
    
    
    
    
    
    
    39,140Impairment of long-lived assets
    
    
    234
    
    
    
    110
    
    
    
    671
    
    
    
    
    
    
    
    1,015(Gain) loss on sale of assets and other
    
    
    351
    
    
    
    191
    
    
    
    (70
    )
    
    
    
    
    
    
    472Total cost of operations
    
    
    124,806
    
    
    
    184,282
    
    
    
    135,864
    
    
    
    (11,006
    )
    
    
    433,946Operating income
    
    
    1,412
    
    
    
    26,317
    
    
    
    21,461
    
    
    
    
    
    
    
    49,190Other income (expense)Interest expense
    
    
    (26,492
    )
    
    
    (2,687
    )
    
    
    (600
    )
    
    
    489
    
    
    
    (29,290
    )Distributions from NCM
    
    
    1,492
    
    
    
    
    
    
    
    8,371
    
    
    
    
    
    
    
    9,863Equity in income of affiliates
    
    
    39,601
    
    
    
    6,380
    
    
    
    2,424
    
    
    
    (45,967
    )
    
    
    2,438Other income
    
    
    53
    
    
    
    525
    
    
    
    2,503
    
    
    
    (489
    )
    
    
    2,592Total other income
    
    
    14,654
    
    
    
    4,218
    
    
    
    12,698
    
    
    
    (45,967
    )
    
    
    (14,397
    )Income before income taxes
    
    
    16,066
    
    
    
    30,535
    
    
    
    34,159
    
    
    
    (45,967
    )
    
    
    34,793Income taxes
    
    
    (9,168
    )
    
    
    9,185
    
    
    
    9,183
    
    
    
    
    
    
    
    9,200Net income
    
    
    25,234
    
    
    
    21,350
    
    
    
    24,976
    
    
    
    (45,967
    )
    
    
    25,593Less: Net income attributable to noncontrolling interests
    
    
    
    
    
    
    13
    
    
    
    346
    
    
    
    
    
    
    
    359Net income attributable to Cinemark USA, Inc.
    
    $
    25,234
    
    
    $
    21,337
    
    
    $
    24,630
    
    
    $
    (45,967
    )
    
    $
    25,234
 24




---



##### 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
 25




---



##### 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, 2011
 Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(In thousands)Operating activitiesNet income
    
    $
    25,234
    
    
    $
    21,350
    
    
    $
    24,976
    
    
    $
    (45,967
    )
    
    $
    25,593Adjustments to reconcile net income to cash provided by
operating activities
    
    
    (31,809
    )
    
    
    16,005
    
    
    
    11,057
    
    
    
    45,967
    
    
    
    41,220Changes in assets and liabilities
    
    
    11,736
    
    
    
    (1,936
    )
    
    
    (15,857
    )
    
    
    
    
    
    
    (6,057
    )Net cash provided by operating activities
    
    
    5,161
    
    
    
    35,419
    
    
    
    20,176
    
    
    
    
    
    
    
    60,756Investing activitiesAdditions to theatre properties and equipment
    
    
    (3,337
    )
    
    
    (7,728
    )
    
    
    (24,704
    )
    
    
    
    
    
    
    (35,769
    )Proceeds from sale of theatre properties and equipment
    
    
    
    
    
    
    162
    
    
    
    323
    
    
    
    
    
    
    
    485Net transactions with affiliates
    
    
    113
    
    
    
    1,246
    
    
    
    
    
    
    
    (1,359
    )
    
    
    Investment
in joint venture-DCIP and other
    
    
    (8
    )
    
    
    
    
    
    
    (564
    )
    
    
    
    
    
    
    (572
    )Net cash used for investing activities
    
    
    (3,232
    )
    
    
    (6,320
    )
    
    
    (24,945
    )
    
    
    (1,359
    )
    
    
    (35,856
    )Financing activitiesDividends paid to parent
    
    
    (23,750
    )
    
    
    
    
    
    
    (115
    )
    
    
    115
    
    
    
    (23,750
    )Payroll taxes paid as a result of restricted stock withholdings
    
    
    
    
    
    
    (494
    )
    
    
    
    
    
    
    
    
    
    
    (494
    )Repayments of other long-term debt
    
    
    (2,709
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,709
    )Net changes in intercompany notes
    
    
    
    
    
    
    
    
    
    
    (1,244
    )
    
    
    1,244
    
    
    
    Payments on capital leases
    
    
    (392
    )
    
    
    (1,206
    )
    
    
    (124
    )
    
    
    
    
    
    
    (1,722
    )Payment of debt issue costs
    
    
    (74
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )Other
    
    
    
    
    
    
    
    
    
    
    (110
    )
    
    
    
    
    
    
    (110
    )Net cash used for financing activities
    
    
    (26,925
    )
    
    
    (1,700
    )
    
    
    (1,593
    )
    
    
    1,359
    
    
    
    (28,859
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    1,783
    
    
    
    
    
    
    
    1,783Increase (decrease) in cash and cash equivalents
    
    
    (24,996
    )
    
    
    27,399
    
    
    
    (4,579
    )
    
    
    
    
    
    
    (2,176
    )Cash and cash equivalents:Beginning of year
    
    
    70,054
    
    
    
    185,660
    
    
    
    209,051
    
    
    
    
    
    
    
    464,765End of year
    
    $
    45,058
    
    
    $
    213,059
    
    
    $
    204,472
    
    
    $
    
    
    
    $
    462,589
 26




---



##### 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
 27




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Rango Just Go With It Kings Speech True Grit Green
Hornet Rio Fast Five, Thor, Pirates of the Caribbean: On Stranger Tides, The Hangover Part II, Kung Fu Panda
2: The Kaboom of Doom, Cars 2, X Men: First Class, Super 8, Transformers: Dark of the Moon, Harry
Potter and the Deathly Hallows: Part 2, Twilight: Breaking Dawn, Captain America: The First
Avenger, Cowboys and Aliens, Rise of the Planet of the Apes, Puss in Boots, Happy Feet 2, Mission:
Impossible  Ghost Protocol, Sherlock Holmes 2 Alvin and the Chipmunks: Chipwrecked
      28




---



##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,Operating data (in millions):
    
    2011
    
    
    2010RevenuesAdmissions
    
    $
    311.7
    
    
    $
    343.0Concession
    
    
    146.7
    
    
    
    153.1Other
    
    
    24.7
    
    
    
    20.5Total revenues
    
    
    483.1
    
    
    
    516.6Cost of operationsFilm rentals and advertising
    
    
    165.2
    
    
    
    188.8Concession supplies
    
    
    23.3
    
    
    
    22.4Salaries and wages
    
    
    50.1
    
    
    
    52.5Facility lease expense
    
    
    66.4
    
    
    
    62.7Utilities and other
    
    
    59.8
    
    
    
    55.2General and administrative expenses
    
    
    28.6
    
    
    
    25.0Depreciation and amortization
    
    
    39.1
    
    
    
    34.1Impairment of long-lived assets
    
    
    1.0
    
    
    
    0.4Loss on sale of assets and other
    
    
    0.5
    
    
    
    3.2Total cost of operations
    
    
    434.0
    
    
    
    444.3Operating income
    
    $
    49.1
    
    
    $
    72.3Operating data as a percentage of total revenues:RevenuesAdmissions
    
    
    64.5
    %
    
    
    66.4
    %Concession
    
    
    30.4
    %
    
    
    29.6
    %Other
    
    
    5.1
    %
    
    
    4.0
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations (1)Film rentals and advertising
    
    
    53.0
    %
    
    
    55.0
    %Concession supplies
    
    
    15.9
    %
    
    
    14.6
    %Salaries and wages
    
    
    10.4
    %
    
    
    10.2
    %Facility lease expense
    
    
    13.7
    %
    
    
    12.1
    %Utilities and other
    
    
    12.4
    %
    
    
    10.7
    %General and administrative expenses
    
    
    5.9
    %
    
    
    4.8
    %Depreciation and amortization
    
    
    8.1
    %
    
    
    6.6
    %Impairment of long-lived assets
    
    
    0.2
    %
    
    
    0.1
    %Loss on sale of assets and other
    
    
    0.1
    %
    
    
    0.6
    %Total cost of operations
    
    
    89.8
    %
    
    
    86.0
    %Operating income
    
    
    10.2
    %
    
    
    14.0
    %Average screen count (month end average)
    
    
    4,941
    
    
    
    4,891Revenues per average screen (dollars)
    
    $
    97,791
    
    
    $
    105,634
 
 (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




---



##### Table of Contents



Three
months ended March 31, 2011 and 2010
 Revenues.
 U.S. Operating Segment
    
    
    International Operating Segment
    
    
    ConsolidatedThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,%
    
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    2011
    
    
    2010
    
    
    Change
    
    
    2011
    
    
    2010
    
    
    ChangeAdmissions revenues (1)
    
    $
    213.6
    
    
    $
    259.3
    
    
    
    (17.6
    %)
    
    $
    98.1
    
    
    $
    83.7
    
    
    
    17.2
    %
    
    $
    311.7
    
    
    $
    343.0
    
    
    
    (9.1
    %)Concession revenues (1)
    
    $
    104.8
    
    
    $
    118.5
    
    
    
    (11.6
    %)
    
    $
    41.9
    
    
    $
    34.6
    
    
    
    21.1
    %
    
    $
    146.7
    
    
    $
    153.1
    
    
    
    (4.2
    %)Other revenues (1) (2)
    
    $
    10.3
    
    
    $
    9.5
    
    
    
    8.4
    %
    
    $
    14.4
    
    
    $
    11.0
    
    
    
    30.9
    %
    
    $
    24.7
    
    
    $
    20.5
    
    
    
    20.5
    %Total revenues (1) (2)
    
    $
    328.7
    
    
    $
    387.3
    
    
    
    (15.1
    %)
    
    $
    154.4
    
    
    $
    129.3
    
    
    
    19.4
    %
    
    $
    483.1
    
    
    $
    516.6
    
    
    
    (6.5
    %)Attendance (1)
    
    
    33.4
    
    
    
    39.6
    
    
    
    (15.7
    %)
    
    
    20.4
    
    
    
    18.9
    
    
    
    7.9
    %
    
    
    53.8
    
    
    
    58.5
    
    
    
    (8.0
    %)Revenues per average screen
(2)
    
    $
    86,038
    
    
    $
    101,264
    
    
    
    (15.0
    %)
    
    $
    137,859
    
    
    $
    121,325
    
    
    
    13.6
    %
    
    $
    97,791
    
    
    $
    105,634
    
    
    
    (7.4
    %)
 
 (1)
    
    Amounts in millions.(2)
    
    U.S. operating segment revenues include eliminations of intercompany transactions
with the international operating segment. See Note 15 of our condensed consolidated financial
statements. 
    
    Consolidated. The decrease in admissions
revenues of $31.3 million was attributable to
an 8.0% decrease in attendance and a 1.2% decrease in average ticket price from $5.86 for the
first quarter of 2010 to $5.79 for the first quarter of 2011. The decrease in concession
revenues of $6.4 million was attributable to the 8.0% decrease in
attendance partially offset
by a 4.2% increase in concession revenues per patron from $2.62 for the first quarter of 2010
to $2.73 for the first quarter of 2011. The decrease in average ticket price was primarily due
to the increased weighting of 2-D attendance during the first quarter
of 2011. 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 20.5% 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 decrease in admissions revenues of
$45.7 million was attributable to a 15.7%
decrease in attendance and a 2.3% decrease in average ticket price from $6.55 for the first
quarter of 2010 to $6.40 for the first quarter of 2011. The decrease in concession revenues of
$13.7 million was attributable to the 15.7% decrease in attendance, partially offset by a 5.0%
increase in concession revenues per patron from $2.99 for the first quarter of 2010 to
$3.14 for the first quarter of 2011. The decrease in average ticket price was primarily due to
the increased weighting of 2-D attendance during the first quarter of
2011. The increase in concession revenues per patron was primarily due
to price increases.
    
    International. The increase in admissions
revenues of $14.4 million was attributable to
a 7.9% increase in attendance and an 8.6% increase in average ticket price from $4.43 for the
first quarter of 2010 to $4.81 for the first quarter of 2011. The increase in concession
revenues of $7.3 million was attributable to the 7.9% increase in attendance and a 12.0%
increase in concession revenues per patron from $1.83 for the first quarter of 2010 to
$2.05 for the first quarter of 2011. The increase in average ticket price was primarily due to
the favorable impact of exchange rates in certain countries in which we operate and price
increases. 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 30.9%
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.
 30




---



##### 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 31,2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Film rentals and advertising
    
    $
    116.2
    
    
    $
    148.5
    
    
    $
    49.0
    
    
    $
    40.3
    
    
    $
    165.2
    
    
    $
    188.8Concession supplies
    
    
    12.6
    
    
    
    13.9
    
    
    
    10.7
    
    
    
    8.5
    
    
    
    23.3
    
    
    
    22.4Salaries and wages
    
    
    37.9
    
    
    
    42.4
    
    
    
    12.2
    
    
    
    10.1
    
    
    
    50.1
    
    
    
    52.5Facility lease expense
    
    
    45.7
    
    
    
    45.7
    
    
    
    20.7
    
    
    
    17.0
    
    
    
    66.4
    
    
    
    62.7Utilities and other
    
    
    39.9
    
    
    
    39.6
    
    
    
    19.9
    
    
    
    15.6
    
    
    
    59.8
    
    
    
    55.2
 
    
    Consolidated. Film rentals and advertising costs were $165.2 million, or 53.0% of
admissions revenues, for the first quarter of 2011 compared to $188.8 million, or 55.0% of
admissions revenues, for the first quarter of 2010. The decrease in film rentals and
advertising costs of $23.6 million was due to a $31.3 million decrease in admissions revenues,
which contributed $19.3 million, and a decrease in our film rentals and advertising rate, which
contributed $4.3 million. The decrease in the film rentals and advertising rate was primarily
due to lower film rental rates in the U.S. segment during the first quarter of 2011 due to fewer
blockbuster films during that period. Concession supplies expense was $23.3 million, or 15.9% of
concession revenues, for the first quarter of 2011 compared to $22.4 million, or 14.6% of
concession revenues, for the first quarter of 2010. The increase in the concession supplies
rate was primarily due to the increased weighting of our international segment and increases
in inventory procurement costs.
 Salaries and wages decreased to $50.1 million for the first quarter of 2011 from $52.5 million
for the first quarter of 2010 primarily due to a reduction in staffing levels given the decline
in attendance in the U.S. segment, partially offset by new theatres and the impact of exchange
rates in certain countries in which we operate. Facility lease expense increased to $66.4 million
for the first quarter of 2011 from $62.7 million for the first quarter of 2010 primarily due to
new theatres, increased percentage rent in the international segment and the impact of exchange
rates in certain countries in which we operate. Utilities and other costs increased to
$59.8 million for the first quarter of 2011 from $55.2 million for the first quarter of 2010
primarily due to new theatres,increased expenses related to digital and 3-D equipment, increased
utility expenses and the impact of exchange rates in certain countries in which we operate.
 
    
    U.S. Film rentals and advertising costs were $116.2 million, or 54.4% of admissions
revenues, for the first quarter of 2011 compared to $148.5 million, or 57.3% of admissions
revenues, for the first quarter of 2010. The decrease in film rentals and advertising costs of
$32.3 million was due to a $45.7 million decrease in admission revenues, which contributed $26.2
million, and a decrease in our film rentals and advertising rate, which contributed
$6.1 million. The decrease in the film rentals and advertising rate was primarily due to the
decrease in the number of blockbuster films released, which generally have higher film rental
rates. Concession supplies expense was $12.6 million, or 12.0% of concession revenues, for the
first quarter of 2011 compared to $13.9 million, or 11.7% of concession revenues, for the
first quarter of 2010. The increase in the concession supplies rate was primarily due to
increases in inventory procurement costs.
 Salaries and wages decreased to $37.9 million for the first quarter of 2011 from $42.4 million for
the first quarter of 2010 primarily due to a reduction in staffing levels given the 15.7% decline in
attendance. Facility lease expense was $45.7 million for the first quarter of 2011 and 2010.
Utilities and other costs increased to $39.9 million for the first quarter of 2011 from
$39.6 million for the first quarter of 2010.
 
    
    International. Film rentals and advertising costs were $49.0 million, or 49.9% of
admissions revenues, for the first quarter of 2011 compared to $40.3 million, or 48.1% of
admissions revenues, for the first quarter of 2010. The increase in film rentals and
advertising costs was due to a $14.4 million increase in admissions revenues, which contributed
$6.9 million, and an increase in the film rentals and advertising rate, which contributed $1.8
million. Concession supplies expense was $10.7 million, or 25.5% of concession revenues, for
the first quarter of 2011 compared to $8.5 million, or 24.6% of concession revenues, for the
first quarter of 2010. The increase in concession supplies expense of $2.2 million was
primarily due to a $7.3 million increase in concession revenues. The increased concession
supplies rate was primarily due to increases in inventory procurement costs.
 31




---



##### Table of Contents



Salaries and wages increased to $12.2 million for the first quarter of 2011 from $10.1 million for
the first quarter of 2010 primarily due to new theatres, increased staffing levels to support the
7.9% increase in attendance, increased minimum wages and the impact of exchange rates in certain
countries in which we operate. Facility lease expense increased to $20.7 million for the first
quarter of 2011 from $17.0 million for the first quarter of 2010 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 $19.9 million for the first quarter of
2011 from $15.6 million for the first quarter of 2010 primarily due to new theatres, increased
expenses related to 3-D equipment,increased utility expenses 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.
 Distributions from NCM.
 Equity
in Income of Affiliates.
 Income Taxes.
 32




---



##### Table of Contents



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




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
 5 8
 Supplemental Schedules Specified by the Senior Notes Indenture:
 PageCondensed Consolidating Balance Sheet Information as of March 31, 2011 (unaudited)
    
    
    35Condensed Consolidating Statement of Income Information for the three months ended March 31, 2011 (unaudited)
    
    
    36Condensed
Consolidating Statement of Cash Flows Information for the three months ended March 31, 2011
(unaudited)
    
    
    37
 34




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING BALANCE SHEET  MARCH 31, 2011  (In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assetsCash and cash equivalents
    
    $
    393,352
    
    
    $
    69,237
    
    
    $
    
    
    
    $
    462,589Other current assets
    
    
    103,637
    
    
    
    (22,835
    )
    
    
    
    
    
    
    80,802Total current assets
    
    
    496,989
    
    
    
    46,402
    
    
    
    
    
    
    
    543,391Theatre properties and equipment, net
    
    
    1,206,796
    
    
    
    
    
    
    
    
    
    
    
    1,206,796Other assets
    
    
    1,602,582
    
    
    
    85,314
    
    
    
    (27,019
    )
    
    
    1,660,877Total assets
    
    $
    3,306,367
    
    
    $
    131,716
    
    
    $
    (27,019
    )
    
    $
    3,411,064Liabilities and equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    10,836
    
    
    $
    
    
    
    $
    
    
    
    $
    10,836Current portion of capital lease obligations
    
    
    7,570
    
    
    
    
    
    
    
    
    
    
    
    7,570Accounts payable and accrued expenses
    
    
    220,863
    
    
    
    
    
    
    
    
    
    
    
    220,863Total current liabilities
    
    
    239,269
    
    
    
    
    
    
    
    
    
    
    
    239,269Long-term liabilitiesLong-term debt, less current portion
    
    
    1,519,102
    
    
    
    
    
    
    
    
    
    
    
    1,519,102Capital lease obligations, less current portion
    
    
    130,901
    
    
    
    
    
    
    
    
    
    
    
    130,901Other long-term liabilities and deferrals
    
    
    414,114
    
    
    
    49,802
    
    
    
    
    
    
    
    463,916Total long-term liabilities
    
    
    2,064,117
    
    
    
    49,802
    
    
    
    
    
    
    
    2,113,919Commitments and contingenciesEquity
    
    
    1,002,981
    
    
    
    81,914
    
    
    
    (27,019
    )
    
    
    1,057,876Total liabilities and equity
    
    $
    3,306,367
    
    
    $
    131,716
    
    
    $
    (27,019
    )
    
    $
    3,411,064
  35




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING STATEMENT OF INCOME  THREE MONTHS ENDED MARCH 31, 2011  (In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    483,136
    
    
    $
    
    
    
    $
    
    
    
    $
    483,136Cost of operationsTheatre operating costs
    
    
    364,767
    
    
    
    
    
    
    
    
    
    
    
    364,767General and administrative expenses
    
    
    28,551
    
    
    
    1
    
    
    
    
    
    
    
    28,552Depreciation and amortization
    
    
    39,140
    
    
    
    
    
    
    
    
    
    
    
    39,140Impairment of long-lived assets
    
    
    1,015
    
    
    
    
    
    
    
    
    
    
    
    1,015Loss on sale of assets and other
    
    
    472
    
    
    
    
    
    
    
    
    
    
    
    472Total cost of operations
    
    
    433,945
    
    
    
    1
    
    
    
    
    
    
    
    433,946Operating income (loss)
    
    
    49,191
    
    
    
    (1
    )
    
    
    
    
    
    
    49,190Other income (expense)
    
    
    (25,220
    )
    
    
    10,823
    
    
    
    
    
    
    
    (14,397
    )Income before income taxes
    
    
    23,971
    
    
    
    10,822
    
    
    
    
    
    
    
    34,793Income taxes
    
    
    5,163
    
    
    
    4,037
    
    
    
    
    
    
    
    9,200Net income
    
    
    18,808
    
    
    
    6,785
    
    
    
    
    
    
    
    25,593Less: Net income
attributable to noncontrolling
interests
    
    
    359
    
    
    
    
    
    
    
    
    
    
    
    359Net income attributable to Cinemark USA, Inc.
    
    $
    18,449
    
    
    $
    6,785
    
    
    $
    
    
    
    $
    25,234
  36




---



##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS  THREE MONTHS ENDED MARCH 31, 2011  (In thousands, unaudited)
 Restricted
    
    
    UnrestrictedGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income
    
    $
    18,808
    
    
    $
    6,785
    
    
    $
    
    
    
    $
    25,593Adjustments to reconcile net income to cash provided by
operating activities
    
    
    41,224
    
    
    
    (4
    )
    
    
    
    
    
    
    41,220Changes in assets and liabilities
    
    
    (10,094
    )
    
    
    4,037
    
    
    
    
    
    
    
    (6,057
    )Net cash provided by operating activities
    
    
    49,938
    
    
    
    10,818
    
    
    
    
    
    
    
    60,756Investing activitiesAdditions to theatre properties and equipment
    
    
    (35,769
    )
    
    
    
    
    
    
    
    
    
    
    (35,769
    )Proceeds from sale of theatre properties and equipment
    
    
    485
    
    
    
    
    
    
    
    
    
    
    
    485Investment in joint venture  DCIP and other
    
    
    (8
    )
    
    
    (564
    )
    
    
    
    
    
    
    (572
    )Net cash used for investing activities
    
    
    (35,292
    )
    
    
    (564
    )
    
    
    
    
    
    
    (35,856
    )Financing activitiesDividends paid to parent
    
    
    (23,750
    )
    
    
    
    
    
    
    
    
    
    
    (23,750
    )Payroll taxes paid as a result of restricted stock withholdings
    
    
    (494
    )
    
    
    
    
    
    
    
    
    
    
    (494
    )Payment of debt issue costs
    
    
    (74
    )
    
    
    
    
    
    
    
    
    
    
    (74
    )Repayments of long-term debt
    
    
    (2,709
    )
    
    
    
    
    
    
    
    
    
    
    (2,709
    )Payments on capital leases
    
    
    (1,722
    )
    
    
    
    
    
    
    
    
    
    
    (1,722
    )Other
    
    
    (110
    )
    
    
    
    
    
    
    
    
    
    
    (110
    )Net cash used for financing activities
    
    
    (28,859
    )
    
    
    
    
    
    
    
    
    
    
    (28,859
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,783
    
    
    
    
    
    
    
    
    
    
    
    1,783Increase (decrease) in cash and cash equivalents
    
    
    (12,430
    )
    
    
    10,254
    
    
    
    
    
    
    
    (2,176
    )Cash and cash equivalents:Beginning of year
    
    
    405,782
    
    
    
    58,983
    
    
    
    
    
    
    
    464,765End of year
    
    $
    393,352
    
    
    $
    69,237
    
    
    $
    
    
    
    $
    462,589
  37




---



##### 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




---



##### Table of Contents



SIGNATURES
  CINEMARK USA, INC.
RegistrantDATE:May 6, 2011/s/ Alan W. StockAlan W. Stock Chief Executive Officer/s/ Robert CoppleRobert CoppleChief Financial Officer 39




---



##### 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.