##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 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 þ
  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 September 30, 2006 (unaudited) and December 31, 2005
    
    
    3Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2006 and 2005
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2006 and 2005
    
    
    5Notes to Condensed Consolidated Financial Statements, including Note 15 as restated (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    39SIGNATURES
    
    
    42Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    142,192
    
    
    $
    182,180Inventories
    
    
    4,272
    
    
    
    4,546Accounts receivable
    
    
    24,579
    
    
    
    15,405Prepaid expenses and other
    
    
    5,981
    
    
    
    4,538Total current assets
    
    
    177,024
    
    
    
    206,669THEATRE PROPERTIES AND EQUIPMENT
    
    
    1,447,966
    
    
    
    1,398,798Less accumulated depreciation and amortization
    
    
    656,586
    
    
    
    608,232Theatre properties and equipment  net
    
    
    791,380
    
    
    
    790,566OTHER ASSETSGoodwill
    
    
    44,173
    
    
    
    42,107Intangible assets  net
    
    
    8,689
    
    
    
    9,958Investments in and advances to affiliates
    
    
    6,618
    
    
    
    8,400Deferred charges and other assets  net
    
    
    42,894
    
    
    
    40,040Total other assets
    
    
    102,374
    
    
    
    100,505TOTAL ASSETS
    
    $
    1,070,778
    
    
    $
    1,097,740LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    5,530
    
    
    $
    6,871Income tax payable
    
    
    3,572
    
    
    
    13,144Accounts payable and accrued expenses
    
    
    108,989
    
    
    
    139,992Total current liabilities
    
    
    118,091
    
    
    
    160,007LONG-TERM LIABILITIESSenior credit agreements
    
    
    258,311
    
    
    
    260,076Senior subordinated notes
    
    
    342,157
    
    
    
    353,330Deferred income taxes
    
    
    7,441
    
    
    
    15,427Deferred lease expenses
    
    
    30,242
    
    
    
    29,518Deferred gain on sale leasebacks
    
    
    3,000
    
    
    
    3,275Deferred revenues and other long-term liabilities
    
    
    6,539
    
    
    
    8,513Total long-term liabilities
    
    
    647,690
    
    
    
    670,139COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    17,145
    
    
    
    16,422SHAREHOLDERS EQUITYClass A common stock, $.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 outstanding
    
    
    49,543
    
    
    
    49,543Additional paid-in-capital
    
    
    82,104
    
    
    
    68,105Retained earnings
    
    
    236,751
    
    
    
    217,942Treasury stock, 57,245 Class B shares at cost
    
    
    (24,233
    )
    
    
    (24,233
    )Accumulated other comprehensive loss
    
    
    (56,313
    )
    
    
    (60,185
    )Total shareholders equity
    
    
    287,852
    
    
    
    251,172TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,070,778
    
    
    $
    1,097,740
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CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005REVENUESAdmissions
    
    $
    177,653
    
    
    $
    161,626
    
    
    $
    514,183
    
    
    $
    470,535Concession
    
    
    90,250
    
    
    
    80,461
    
    
    
    260,223
    
    
    
    234,564Other
    
    
    20,092
    
    
    
    14,213
    
    
    
    54,683
    
    
    
    41,909Total revenues
    
    
    287,995
    
    
    
    256,300
    
    
    
    829,089
    
    
    
    747,008COSTS AND EXPENSESCost of operations (excludes depreciation and amortization):Film rentals and advertising
    
    
    95,759
    
    
    
    86,262
    
    
    
    275,005
    
    
    
    253,511Concession supplies
    
    
    15,016
    
    
    
    13,756
    
    
    
    41,863
    
    
    
    38,151Salaries and wages
    
    
    27,516
    
    
    
    25,520
    
    
    
    79,002
    
    
    
    75,245Facility lease expense
    
    
    37,063
    
    
    
    35,190
    
    
    
    109,513
    
    
    
    101,026Utilities and other
    
    
    35,467
    
    
    
    32,022
    
    
    
    100,924
    
    
    
    90,884Total cost of operations
    
    
    210,821
    
    
    
    192,750
    
    
    
    606,307
    
    
    
    558,817General and administrative expenses
    
    
    16,421
    
    
    
    13,367
    
    
    
    45,865
    
    
    
    37,872Depreciation and amortization
    
    
    19,863
    
    
    
    18,966
    
    
    
    60,043
    
    
    
    56,887Impairment of long-lived assets
    
    
    4,818
    
    
    
    2,317
    
    
    
    5,741
    
    
    
    2,543Loss on sale of assets and other
    
    
    1,395
    
    
    
    1,070
    
    
    
    2,938
    
    
    
    1,908Total costs and expenses
    
    
    253,318
    
    
    
    228,470
    
    
    
    720,894
    
    
    
    658,027OPERATING INCOME
    
    
    34,677
    
    
    
    27,830
    
    
    
    108,195
    
    
    
    88,981OTHER INCOME (EXPENSE)Interest expense
    
    
    (12,234
    )
    
    
    (11,014
    )
    
    
    (35,887
    )
    
    
    (32,535
    )Amortization of debt issue costs
    
    
    (701
    )
    
    
    (697
    )
    
    
    (2,106
    )
    
    
    (2,075
    )Interest income
    
    
    2,089
    
    
    
    2,182
    
    
    
    5,563
    
    
    
    4,206Foreign currency exchange gain (loss)
    
    
    (661
    )
    
    
    262
    
    
    
    94
    
    
    
    (698
    )Loss on early retirement of debt
    
    
    
    
    
    
    
    
    
    
    (941
    )
    
    
    Equity in income (loss) of affiliates
    
    
    (431
    )
    
    
    60
    
    
    
    (1,699
    )
    
    
    182Minority interests in income of subsidiaries
    
    
    (633
    )
    
    
    (442
    )
    
    
    (1,790
    )
    
    
    (882
    )Total other expenses
    
    
    (12,571
    )
    
    
    (9,649
    )
    
    
    (36,766
    )
    
    
    (31,802
    )INCOME BEFORE INCOME TAXES
    
    
    22,106
    
    
    
    18,181
    
    
    
    71,429
    
    
    
    57,179Income taxes
    
    
    7,844
    
    
    
    7,538
    
    
    
    20,875
    
    
    
    20,016NET INCOME
    
    $
    14,262
    
    
    $
    10,643
    
    
    $
    50,554
    
    
    $
    37,163
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CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, unaudited)
 Nine months ended September 30,2006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    50,554
    
    
    $
    37,163Noncash items in net income:Depreciation
    
    
    58,564
    
    
    
    54,802Amortization of intangible and other assets
    
    
    1,479
    
    
    
    2,085Amortization of foreign advanced rents
    
    
    816
    
    
    
    999Amortization of debt issue costs
    
    
    2,106
    
    
    
    2,075Amortization of gain on sale leasebacks
    
    
    (275
    )
    
    
    (274
    )Amortization of debt premium
    
    
    (1,173
    )
    
    
    (1,173
    )Amortization of deferred revenues and other
    
    
    (307
    )
    
    
    (358
    )Impairment of long-lived assets
    
    
    5,741
    
    
    
    2,543Stock option compensation expense
    
    
    2,148
    
    
    
    Loss on sale of assets and other
    
    
    2,938
    
    
    
    1,908Write-off unamortized debt issue costs related to early retirement of debt
    
    
    222
    
    
    
    Deferred lease expenses
    
    
    724
    
    
    
    1,173Deferred income tax expenses
    
    
    (7,986
    )
    
    
    1,030Equity in (income) loss of affiliates
    
    
    1,800
    
    
    
    (182
    )Minority interests in income of subsidiaries
    
    
    1,790
    
    
    
    882Changes in assets and liabilities:Inventories
    
    
    274
    
    
    
    128Accounts receivable
    
    
    (9,174
    )
    
    
    (3,420
    )Prepaid expenses and other
    
    
    (1,443
    )
    
    
    (1,197
    )Other assets
    
    
    (8,393
    )
    
    
    (15,056
    )Advances with affiliates
    
    
    (289
    )
    
    
    6,758Accounts payable and accrued expenses
    
    
    (21,032
    )
    
    
    (19,609
    )Other long-term liabilities
    
    
    484
    
    
    
    529Income tax receivable/payable
    
    
    2,278
    
    
    
    10,038Net cash provided by operating activities
    
    
    81,846
    
    
    
    80,844INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (77,902
    )
    
    
    (47,676
    )Proceeds from sale of theatre properties and equipment
    
    
    1,236
    
    
    
    1,266Purchase of shares in National CineMedia
    
    
    
    
    
    
    (7,329
    )Return of capital from affiliates
    
    
    271
    
    
    
    284Net cash used for investing activities
    
    
    (76,395
    )
    
    
    (53,455
    )FINANCING ACTIVITIESCapital contribution from parent
    
    
    
    
    
    
    6,935Dividends to parent
    
    
    (31,745
    )
    
    
    Retirement of senior subordinated notes
    
    
    (10,000
    )
    
    
    Proceeds from long-term debt
    
    
    2,273
    
    
    
    307Repayments of long-term debt
    
    
    (5,009
    )
    
    
    (4,831
    )Other
    
    
    (1,226
    )
    
    
    (651
    )Net cash provided by (used for) financing activities
    
    
    (45,707
    )
    
    
    1,760Effect of exchange rate changes on cash and cash equivalents
    
    
    268
    
    
    
    4,361INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (39,988
    )
    
    
    33,510CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    182,180
    
    
    
    100,228End of period
    
    $
    142,192
    
    
    $
    133,738
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1. The Company and Basis of Presentation
     2. New Accounting Pronouncements and Tax Regulations
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
  6




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3. Investment in National CineMedia
      4. Stock Option Accounting
   7




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September 30, 2004
    
    January 28, 2005Grant
    
    GrantExpected life
    
    6.5 years
    
    6.5 yearsExpected volatility 1
    
    
    39
    %
    
    
    44
    %Risk-free interest rate
    
    
    3.79
    %
    
    
    3.93
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
 
 1
    
    Expected volatility is based on historical volatility of the common stock price of
comparable public companies.  Number of
    
    Weighted AverageOptions
    
    Exercise PriceOutstanding at 12/31/05
    
    
    2,365,665
    
    
    $
    22.58Granted
    
    
    
    
    
    $
    Exercised
    
    
    
    
    
    $
    Forfeited
    
    
    (3,075
    )
    
    $
    22.58Outstanding at 9/30/06
    
    
    2,362,590
    
    
    $
    22.58
 Share-Based Payment"
  Accounting for Stock-Based Compensation Accounting for Stock-Based
Compensation Transition and Disclosure
 Three Months Ended
    
    Nine months EndedSeptember 30, 2005
    
    September 30, 2005Net income as reported
    
    $
    10,643
    
    
    $
    37,163Compensation expense included
in reported net income, net of
tax
    
    
    
    
    
    
    Compensation expense under fair
value method, net of tax
    
    
    (741
    )
    
    
    (2,223
    )Pro-forma net income
    
    $
    9,902
    
    
    $
    34,940
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5. Early Retirement of Long-Term Debt
  3 4 3 4
 6. Goodwill and Other Intangible Assets
  Tax Impact of
    
    Foreign CurrencyBalance at
    
    Tax Deductible
    
    Translation
    
    Balance atDecember 31, 2005
    
    Goodwill
    
    Adjustment
    
    September 30, 2006United States
    
    $
    4,265
    
    
    $
    
    
    
    $
    
    
    
    $
    4,265Brazil
    
    
    29,730
    
    
    
    (63
    )
    
    
    2,274
    
    
    
    31,941Mexico
    
    
    1,830
    
    
    
    
    
    
    
    (50
    )
    
    
    1,780Argentina
    
    
    231
    
    
    
    
    
    
    
    (5
    )
    
    
    226Chile
    
    
    3,490
    
    
    
    
    
    
    
    (153
    )
    
    
    3,337Peru
    
    
    2,561
    
    
    
    
    
    
    
    63
    
    
    
    2,624Total
    
    $
    42,107
    
    
    $
    (63
    )
    
    $
    2,129
    
    
    $
    44,173
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Foreign CurrencyBalance at
    
    
    
    
    
    Translation
    
    Balance atDecember 31, 2005
    
    Additions
    
    Adjustment
    
    September 30, 2006Intangible assets with finite lives:Capitalized licensing fees:Gross carrying amount
    
    $
    8,250
    
    
    $
    
    
    
    $
    
    
    
    $
    8,250Accumulated amortization
    
    
    (2,591
    )
    
    
    (413
    )
    
    
    
    
    
    
    (3,004
    )Net carrying amount
    
    $
    5,659
    
    
    $
    (413
    )
    
    $
    
    
    
    $
    5,246Vendor contracts:Gross carrying amount
    
    
    3,217
    
    
    
    
    
    
    
    232
    
    
    
    3,449Accumulated amortization
    
    
    (1,703
    )
    
    
    (814
    )
    
    
    (139
    )
    
    
    (2,656
    )Net carrying amount
    
    $
    1,514
    
    
    $
    (814
    )
    
    $
    93
    
    
    $
    793Net favorable leases:Gross carrying amount
    
    
    1,392
    
    
    
    
    
    
    
    71
    
    
    
    1,463Accumulated amortization
    
    
    (232
    )
    
    
    (130
    )
    
    
    (13
    )
    
    
    (375
    )Net carrying amount
    
    $
    1,160
    
    
    $
    (130
    )
    
    $
    58
    
    
    $
    1,088Other intangible assets:Gross carrying amount
    
    
    429
    
    
    
    
    
    
    
    (3
    )
    
    
    426Accumulated amortization
    
    
    (79
    )
    
    
    (25
    )
    
    
    
    
    
    
    (104
    )Net carrying amount
    
    $
    350
    
    
    $
    (25
    )
    
    $
    (3
    )
    
    $
    322Total net intangible assets with finite lives
    
    $
    8,683
    
    
    $
    (1,382
    )
    
    $
    148
    
    
    $
    7,449Intangible assets with indefinite lives:Tradename
    
    
    1,259
    
    
    
    
    
    
    
    (35
    )
    
    
    1,224Other unamortized intangible assets
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    16Total intangible assets with indefinite lives
    
    $
    1,275
    
    
    $
    
    
    
    $
    (35
    )
    
    $
    1,240Total intangible assets  net
    
    $
    9,958
    
    
    $
    (1,382
    )
    
    $
    113
    
    
    $
    8,689
  For the three months ended December 31, 2006
    
    $
    307For the twelve months ended December 31, 2007
    
    
    1,212For the twelve months ended December 31, 2008
    
    
    957For the twelve months ended December 31, 2009
    
    
    726For the twelve months ended December 31, 2010
    
    
    706Thereafter
    
    
    3,541Total
    
    $
    7,449
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7. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  8. Foreign Currency Translation
       11




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9. Comprehensive Income
 Reporting Comprehensive Income
 Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Net income
    
    $
    14,262
    
    
    $
    10,643
    
    
    $
    50,554
    
    
    $
    37,163Foreign currency
translation
adjustment
    
    
    5,883
    
    
    
    6,655
    
    
    
    3,871
    
    
    
    21,880Comprehensive income
    
    $
    20,145
    
    
    $
    17,298
    
    
    $
    54,425
    
    
    $
    59,043
 10. Supplemental Cash Flow Information
  Nine months endedSeptember 30,2006
    
    2005Cash paid for interest
    
    $
    43,132
    
    
    $
    41,172Net cash paid (refunds received) for income taxes
    
    $
    26,616
    
    
    $
    (1,228
    )Noncash investing and financing activities:Change in construction lease obligations
related to construction of theatres
    
    $
    (2,151
    )
    
    $
    (5,783
    )Change in accounts payable and accrued
expenses for the acquisition of theatre
properties and equipment
    
    $
    (7,832
    )
    
    $
    1,607Capital contribution from Cinemark, Inc.
    
    $
    11,850
    
    
    $
    
 12




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11. Financial Information About Geographic Areas
  Nine months endedSeptember 30,Revenues
    
    2006
    
    2005U.S. and Canada
    
    $
    607,729
    
    
    $
    553,631Brazil
    
    
    98,950
    
    
    
    81,614Mexico
    
    
    55,704
    
    
    
    54,939Other foreign countries
    
    
    68,126
    
    
    
    58,028Eliminations
    
    
    (1,420
    )
    
    
    (1,204
    )Total
    
    $
    829,089
    
    
    $
    747,008
 September 30,
    
    December 31,Theatre Properties and Equipment-net
    
    2006
    
    2005U.S. and Canada
    
    $
    636,516
    
    
    $
    634,938Brazil
    
    
    53,528
    
    
    
    52,371Mexico
    
    
    53,048
    
    
    
    55,366Other foreign countries
    
    
    48,288
    
    
    
    47,891Total
    
    $
    791,380
    
    
    $
    790,566
 12. Related Party Transactions
     13




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13. Commitments and Contingencies
  14. Subsequent Event
      14




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15. Condensed Consolidating Financial Information of Subsidiary Guarantors  Restated
        
    
    Shareholders equity balances in 1999 presented in the beginning balance sheet
information for the parent and subsidiary guarantors financial information improperly
included dividends received from their respective subsidiaries;
    
    Certain investments in affiliate subsidiaries were not properly eliminated within the
parent and subsidiary guarantors balance sheet information;
    
    Cumulative translation adjustments were not properly reflected within the subsidiary
guarantors and subsidiary non-guarantors balance sheet information, which in turn
impacted the investment in and advances to affiliates and other shareholders equity
balances presented for the parent and the subsidiary guarantors, respectively;
    
    Dividends paid by certain subsidiary guarantors and subsidiary non-guarantors entities
were improperly presented as part of cash flows from investing activities rather than
financing activities.
  15




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CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
SEPTEMBER 30, 2006
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    37,881
    
    
    $
    42,885
    
    
    $
    61,426
    
    
    $
    
    
    
    $
    142,192Other current assets
    
    
    40,905
    
    
    
    29,597
    
    
    
    17,811
    
    
    
    (53,481
    )
    
    
    34,832Total current assets
    
    
    78,786
    
    
    
    72,482
    
    
    
    79,237
    
    
    
    (53,481
    )
    
    
    177,024THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    283,118
    
    
    
    333,791
    
    
    
    174,471
    
    
    
    
    
    
    
    791,380OTHER ASSETS
    
    
    655,649
    
    
    
    389,557
    
    
    
    141,082
    
    
    
    (1,083,914
    )
    
    
    102,374TOTAL ASSETS
    
    $
    1,017,553
    
    
    $
    795,830
    
    
    $
    394,790
    
    
    $
    (1,137,395
    )
    
    $
    1,070,778LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,653
    
    
    $
    
    
    
    $
    2,877
    
    
    $
    
    
    
    $
    5,530Accounts payable and accrued expenses
    
    
    70,959
    
    
    
    28,868
    
    
    
    66,217
    
    
    
    (53,483
    )
    
    
    112,561Total current liabilities
    
    
    73,612
    
    
    
    28,868
    
    
    
    69,094
    
    
    
    (53,483
    )
    
    
    118,091LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    623,532
    
    
    
    25,400
    
    
    
    64,486
    
    
    
    (112,950
    )
    
    
    600,468Other long-term liabilities and deferrals
    
    
    32,557
    
    
    
    83,445
    
    
    
    6,166
    
    
    
    (74,946
    )
    
    
    47,222Total long-term liabilities
    
    
    656,089
    
    
    
    108,845
    
    
    
    70,652
    
    
    
    (187,896
    )
    
    
    647,690COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    
    
    
    
    385
    
    
    
    16,760
    
    
    
    
    
    
    
    17,145SHAREHOLDERS EQUITYCommon stock
    
    
    49,543
    
    
    
    17
    
    
    
    167,802
    
    
    
    (167,819
    )
    
    
    49,543Other shareholders equity
    
    
    238,309
    
    
    
    657,715
    
    
    
    70,482
    
    
    
    (728,197
    )
    
    
    238,309Total shareholders equity
    
    
    287,852
    
    
    
    657,732
    
    
    
    238,284
    
    
    
    (896,016
    )
    
    
    287,852TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,017,553
    
    
    $
    795,830
    
    
    $
    394,790
    
    
    $
    (1,137,395
    )
    
    $
    1,070,778
 16




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2006
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedREVENUES
    
    $
    355,635
    
    
    $
    277,889
    
    
    $
    235,754
    
    
    $
    (40,189
    )
    
    $
    829,089COSTS AND EXPENSESCost of operations
    
    
    302,023
    
    
    
    167,448
    
    
    
    177,025
    
    
    
    (40,189
    )
    
    
    606,307General and administrative expenses
    
    
    4,184
    
    
    
    27,997
    
    
    
    13,684
    
    
    
    
    
    
    
    45,865Depreciation and amortization
    
    
    18,061
    
    
    
    19,911
    
    
    
    22,071
    
    
    
    
    
    
    
    60,043Impairment of long-lived assets
    
    
    4,418
    
    
    
    1,313
    
    
    
    10
    
    
    
    
    
    
    
    5,741Loss on sale of assets and other
    
    
    864
    
    
    
    2,012
    
    
    
    62
    
    
    
    
    
    
    
    2,938Total costs and expenses
    
    
    329,550
    
    
    
    218,681
    
    
    
    212,852
    
    
    
    (40,189
    )
    
    
    720,894OPERATING INCOME
    
    
    26,085
    
    
    
    59,208
    
    
    
    22,902
    
    
    
    
    
    
    
    108,195OTHER INCOME (EXPENSE)Interest expense
    
    
    (36,027
    )
    
    
    (1,639
    )
    
    
    (4,586
    )
    
    
    6,365
    
    
    
    (35,887
    )Amortization of debt issue costs
    
    
    (2,088
    )
    
    
    
    
    
    
    (18
    )
    
    
    
    
    
    
    (2,106
    )Interest income
    
    
    4,150
    
    
    
    5,632
    
    
    
    2,146
    
    
    
    (6,365
    )
    
    
    5,563Foreign currency exchange gain
    
    
    
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    94Loss on early retirement of debt
    
    
    (941
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (941
    )Equity in income (loss) of affiliates
    
    
    66,535
    
    
    
    14,765
    
    
    
    (1,758
    )
    
    
    (81,241
    )
    
    
    (1,699
    )Minority interests in income of
subsidiaries
    
    
    
    
    
    
    (205
    )
    
    
    (1,585
    )
    
    
    
    
    
    
    (1,790
    )Total other income (expense)
    
    
    31,629
    
    
    
    18,553
    
    
    
    (5,707
    )
    
    
    (81,241
    )
    
    
    (36,766
    )INCOME BEFORE INCOME TAXES
    
    
    57,714
    
    
    
    77,761
    
    
    
    17,195
    
    
    
    (81,241
    )
    
    
    71,429Income taxes
    
    
    7,160
    
    
    
    10,202
    
    
    
    3,513
    
    
    
    
    
    
    
    20,875NET INCOME
    
    $
    50,554
    
    
    $
    67,559
    
    
    $
    13,682
    
    
    $
    (81,241
    )
    
    $
    50,554
 17




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2006
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income
    
    $
    50,554
    
    
    $
    67,559
    
    
    $
    13,682
    
    
    $
    (81,241
    )
    
    $
    50,554Noncash items in net income
    
    
    (53,262
    )
    
    
    20,614
    
    
    
    26,855
    
    
    
    74,380
    
    
    
    68,587Changes in assets and liabilities
    
    
    (54,108
    )
    
    
    (11,136
    )
    
    
    6,062
    
    
    
    21,887
    
    
    
    (37,295
    )Net cash provided by (used for) operating activities
    
    
    (56,816
    )
    
    
    77,037
    
    
    
    46,599
    
    
    
    15,026
    
    
    
    81,846INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (24,444
    )
    
    
    (35,372
    )
    
    
    (18,086
    )
    
    
    
    
    
    
    (77,902
    )Proceeds from sale of theatre properties and equipment
    
    
    4
    
    
    
    1,020
    
    
    
    212
    
    
    
    
    
    
    
    1,236Net transactions with affiliates
    
    
    57,382
    
    
    
    (26,797
    )
    
    
    (4,036
    )
    
    
    (26,278
    )
    
    
    271Net cash provided by (used for) investing activities
    
    
    32,942
    
    
    
    (61,149
    )
    
    
    (21,910
    )
    
    
    (26,278
    )
    
    
    (76,395
    )FINANCING ACTIVITIESDividends to parent
    
    
    (31,745
    )
    
    
    
    
    
    
    (1,906
    )
    
    
    1,906
    
    
    
    (31,745
    )Retirement of senior subordinated notes
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Proceeds from long-term debt
    
    
    4
    
    
    
    
    
    
    
    2,269
    
    
    
    
    
    
    
    2,273Repayments of long-term debt
    
    
    (2,006
    )
    
    
    
    
    
    
    (3,003
    )
    
    
    
    
    
    
    (5,009
    )Change in intercompany notes
    
    
    
    
    
    
    (4,818
    )
    
    
    (5,161
    )
    
    
    9,979
    
    
    
    Other
    
    
    (159
    )
    
    
    (100
    )
    
    
    (334
    )
    
    
    (633
    )
    
    
    (1,226
    )Net cash used for financing activities
    
    
    (43,906
    )
    
    
    (4,918
    )
    
    
    (8,135
    )
    
    
    11,252
    
    
    
    (45,707
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    268INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (67,780
    )
    
    
    10,970
    
    
    
    16,822
    
    
    
    
    
    
    
    (39,988
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    105,661
    
    
    
    31,915
    
    
    
    44,604
    
    
    
    
    
    
    
    182,180End of period
    
    $
    37,881
    
    
    $
    42,885
    
    
    $
    61,426
    
    
    $
    
    
    
    $
    142,192
 18




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2005
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    105,661
    
    
    $
    31,915
    
    
    $
    44,604
    
    
    $
    
    
    
    $
    182,180Other current assets
    
    
    23,869
    
    
    
    25,512
    
    
    
    16,059
    
    
    
    (40,951
    )
    
    
    24,489Total
current assets
    
    
    129,530
    
    
    
    57,427
    
    
    
    60,663
    
    
    
    (40,951
    )
    
    
    206,669THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    290,834
    
    
    
    323,820
    
    
    
    175,912
    
    
    
    
    
    
    
    790,566OTHER ASSETS
    
    
    591,827
    
    
    
    344,660
    
    
    
    135,060
    
    
    
    (971,042
    )
    
    
    100,505TOTAL ASSETS
    
    $
    1,012,191
    
    
    $
    725,907
    
    
    $
    371,635
    
    
    $
    (1,011,993
    )
    
    $
    1,097,740LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,656
    
    
    $
    
    
    
    $
    4,215
    
    
    $
    
    
    
    $
    6,871Accounts payable and accrued expenses
    
    
    104,794
    
    
    
    31,592
    
    
    
    54,254
    
    
    
    (37,504
    )
    
    
    153,136Total
current liabilities
    
    
    107,450
    
    
    
    31,592
    
    
    
    58,469
    
    
    
    (37,504
    )
    
    
    160,007LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    606,229
    
    
    
    30,217
    
    
    
    69,540
    
    
    
    (92,580
    )
    
    
    613,406Other long-term liabilities and deferrals
    
    
    47,340
    
    
    
    77,455
    
    
    
    5,507
    
    
    
    (73,569
    )
    
    
    56,733Total
long-term liabilities
    
    
    653,569
    
    
    
    107,672
    
    
    
    75,047
    
    
    
    (166,149
    )
    
    
    670,139COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    
    
    
    
    280
    
    
    
    16,142
    
    
    
    
    
    
    
    16,422SHAREHOLDERS EQUITYCommon stock
    
    
    49,543
    
    
    
    17
    
    
    
    167,804
    
    
    
    (167,821
    )
    
    
    49,543Other shareholders equity
    
    
    201,629
    
    
    
    586,346
    
    
    
    54,173
    
    
    
    (640,519
    )
    
    
    201,629Total
shareholders equity
    
    
    251,172
    
    
    
    586,363
    
    
    
    221,977
    
    
    
    (808,340
    )
    
    
    251,172TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,012,191
    
    
    $
    725,907
    
    
    $
    371,635
    
    
    $
    (1,011,993
    )
    
    $
    1,097,740
 19




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2005
AS RESTATED
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedREVENUES
    
    $
    336,302
    
    
    $
    242,554
    
    
    $
    206,362
    
    
    $
    (38,210
    )
    
    $
    747,008COSTS AND EXPENSESCost of operations
    
    
    293,563
    
    
    
    148,969
    
    
    
    154,495
    
    
    
    (38,210
    )
    
    
    558,817General and
administrative expenses
    
    
    3,370
    
    
    
    22,726
    
    
    
    11,776
    
    
    
    
    
    
    
    37,872Depreciation
and amortization
    
    
    17,307
    
    
    
    18,166
    
    
    
    21,414
    
    
    
    
    
    
    
    56,887Impairment
of long-lived assets
    
    
    898
    
    
    
    904
    
    
    
    741
    
    
    
    
    
    
    
    2,543Loss on sale
of assets and other
    
    
    691
    
    
    
    864
    
    
    
    353
    
    
    
    
    
    
    
    1,908Total costs
and expenses
    
    
    315,829
    
    
    
    191,629
    
    
    
    188,779
    
    
    
    (38,210
    )
    
    
    658,027OPERATING INCOME
    
    
    20,473
    
    
    
    50,925
    
    
    
    17,583
    
    
    
    
    
    
    
    88,981OTHER INCOME (EXPENSE)Interest expense
    
    
    (32,688
    )
    
    
    (2,634
    )
    
    
    (4,866
    )
    
    
    7,653
    
    
    
    (32,535
    )Amortization
of debt issue costs
    
    
    (2,060
    )
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    (2,075
    )Interest income
    
    
    3,465
    
    
    
    5,103
    
    
    
    3,292
    
    
    
    (7,654
    )
    
    
    4,206Foreign
currency exchange loss
    
    
    
    
    
    
    
    
    
    
    (698
    )
    
    
    
    
    
    
    (698
    )Equity in
income of affiliates
    
    
    56,335
    
    
    
    12,041
    
    
    
    82
    
    
    
    (68,276
    )
    
    
    182Minority
interests in income of subsidiaries
    
    
    
    
    
    
    (163
    )
    
    
    (719
    )
    
    
    
    
    
    
    (882
    )Total other
income (expense)
    
    
    25,052
    
    
    
    14,347
    
    
    
    (2,924
    )
    
    
    (68,277
    )
    
    
    (31,802
    )INCOME BEFORE INCOME TAXES
    
    
    45,525
    
    
    
    65,272
    
    
    
    14,659
    
    
    
    (68,277
    )
    
    
    57,179Income taxes
    
    
    8,362
    
    
    
    9,482
    
    
    
    2,172
    
    
    
    
    
    
    
    20,016NET INCOME
    
    $
    37,163
    
    
    $
    55,790
    
    
    $
    12,487
    
    
    $
    (68,277
    )
    
    $
    37,163
 20




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2005
AS RESTATED
 Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income
    
    $
    37,163
    
    
    $
    55,790
    
    
    $
    12,487
    
    
    $
    (68,277
    )
    
    $
    37,163Noncash items in net income
    
    
    (43,299
    )
    
    
    17,425
    
    
    
    24,503
    
    
    
    66,881
    
    
    
    65,510Changes in assets and liabilities
    
    
    (1,622
    )
    
    
    (9,208
    )
    
    
    (20,604
    )
    
    
    9,605
    
    
    
    (21,829
    )Net cash provided by (used for) operating activities
    
    
    (7,758
    )
    
    
    64,007
    
    
    
    16,386
    
    
    
    8,209
    
    
    
    80,844INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (10,752
    )
    
    
    (23,232
    )
    
    
    (13,692
    )
    
    
    
    
    
    
    (47,676
    )Proceeds from sale of theatre properties and equipment
    
    
    679
    
    
    
    80
    
    
    
    507
    
    
    
    
    
    
    
    1,266Purchase of shares in National CineMedia
    
    
    
    
    
    
    
    
    
    
    (7,329
    )
    
    
    
    
    
    
    (7,329
    )Net transactions with affiliates
    
    
    20,684
    
    
    
    (30,682
    )
    
    
    22,521
    
    
    
    (12,239
    )
    
    
    284Net cash provided by (used for) investing activities
    
    
    10,611
    
    
    
    (53,834
    )
    
    
    2,007
    
    
    
    (12,239
    )
    
    
    (53,455
    )FINANCING ACTIVITIESCapital contribution from parent
    
    
    6,935
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,935Proceeds from long-term debt
    
    
    
    
    
    
    7
    
    
    
    300
    
    
    
    
    
    
    
    307Repayments of long-term debt
    
    
    (1,950
    )
    
    
    (56
    )
    
    
    (2,825
    )
    
    
    
    
    
    
    (4,831
    )Change in intercompany notes
    
    
    
    
    
    
    
    
    
    
    (2,634
    )
    
    
    2,634
    
    
    
    Other
    
    
    469
    
    
    
    (625
    )
    
    
    (1,891
    )
    
    
    1,396
    
    
    
    (651
    )Net cash provided by (used for) financing activities
    
    
    5,454
    
    
    
    (674
    )
    
    
    (7,050
    )
    
    
    4,030
    
    
    
    1,760Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    4,361
    
    
    
    
    
    
    
    4,361INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    8,307
    
    
    
    9,499
    
    
    
    15,704
    
    
    
    
    
    
    
    33,510CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    23,568
    
    
    
    17,553
    
    
    
    59,107
    
    
    
    
    
    
    
    100,228End of period
    
    $
    31,875
    
    
    $
    27,052
    
    
    $
    74,811
    
    
    $
    
    
    
    $
    133,738
 21




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Ice Age 2 The
Meltdown Pirates of the Carribean Dead Mans Chest, The Da Vinci Code, X Men 3, Cars, Talladega
Nights Superman Returns. Open Season The Departed, Charlottes Web, Happy Feet Casino Royal.
      Critical Accounting Policies
  22




---



##### Table of Contents



Revenue and Expense Recognition
     Impairment of Long-Lived Assets
  
    
    actual theatre level cash flows;
    
    future years budgeted theatre level cash flows;
    
    theatre property and equipment carrying values;
    
    goodwill carrying values;
    
    the age of a recently built theatre;
    
    competitive theatres in the marketplace;
    
    the sharing of a marketplace with our other theatres;
    
    changes in foreign currency exchange rates;
    
    the impact of recent ticket price changes;
    
    available lease renewal options; and
 23




---



##### Table of Contents




    
    other factors considered relevant in our assessment of impairment of individual theatre assets.
  Goodwill
 ,
 Acquisitions
  Income Taxes
 Accounting for Contingencies
 24




---



##### Table of Contents



Results of Operations
  % of RevenuesThree Months Ended
    
    Nine months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005RevenuesAdmissions
    
    
    61.7
    %
    
    
    63.1
    %
    
    
    62.0
    %
    
    
    63.0
    %Concession
    
    
    31.3
    %
    
    
    31.4
    %
    
    
    31.4
    %
    
    
    31.4
    %Other
    
    
    7.0
    %
    
    
    5.5
    %
    
    
    6.6
    %
    
    
    5.6
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations1
    
    
    73.2
    %
    
    
    75.2
    %
    
    
    73.2
    %
    
    
    74.8
    %General and administrative expenses
    
    
    5.7
    %
    
    
    5.2
    %
    
    
    5.5
    %
    
    
    5.1
    %Depreciation and amortization
    
    
    6.9
    %
    
    
    7.4
    %
    
    
    7.2
    %
    
    
    7.6
    %Impairment of long-lived assets
    
    
    1.7
    %
    
    
    0.9
    %
    
    
    0.7
    %
    
    
    0.3
    %Loss on sale of assets and other
    
    
    0.5
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.3
    %Total costs and expenses
    
    
    88.0
    %
    
    
    89.1
    %
    
    
    87.0
    %
    
    
    88.1
    %Operating income
    
    
    12.0
    %
    
    
    10.9
    %
    
    
    13.0
    %
    
    
    11.9
    %
 
 1
    
    Excludes depreciation and amortization. Three months ended September 30, 2006 and 2005
 Revenues.
 Three Months EndedSeptember 30,2006
    
    2005
    
    % ChangeAdmissions revenues (in millions)
    
    $
    177.7
    
    
    $
    161.6
    
    
    
    9.9
    %Concession revenues (in millions)
    
    $
    90.3
    
    
    $
    80.5
    
    
    
    12.2
    %Other revenues (in millions)
    
    $
    20.0
    
    
    $
    14.2
    
    
    
    41.4
    %Total revenues (in millions)
    
    $
    288.0
    
    
    $
    256.3
    
    
    
    12.4
    %Attendance (in millions)
    
    
    45.1
    
    
    
    43.1
    
    
    
    4.5
    %Average ticket price
    
    $
    3.94
    
    
    $
    3.75
    
    
    
    5.2
    %Concession revenues per patron
    
    $
    2.00
    
    
    $
    1.87
    
    
    
    7.4
    %Revenues per screen
    
    $
    84,518
    
    
    $
    78,704
    
    
    
    7.4
    %
  25




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##### Table of Contents



Cost of Operations.
   General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Income Taxes.
 26




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##### Table of Contents



Nine months ended September 30, 2006 and 2005
 Revenues.
 Nine months EndedSeptember 30,2006
    
    2005
    
    % ChangeAdmissions revenues (in millions)
    
    $
    514.2
    
    
    $
    470.5
    
    
    
    9.3
    %Concession revenues (in millions)
    
    $
    260.2
    
    
    $
    234.6
    
    
    
    10.9
    %Other revenues (in millions)
    
    $
    54.7
    
    
    $
    41.9
    
    
    
    30.5
    %Total revenues (in millions)
    
    $
    829.1
    
    
    $
    747.0
    
    
    
    11.0
    %Attendance (in millions)
    
    
    128.5
    
    
    
    123.5
    
    
    
    4.0
    %Average ticket price
    
    $
    4.00
    
    
    $
    3.81
    
    
    
    5.1
    %Concession revenues per patron
    
    $
    2.03
    
    
    $
    1.90
    
    
    
    6.7
    %Revenues per screen
    
    $
    245,649
    
    
    $
    232,185
    
    
    
    5.8
    %
  Cost of Operations.
   General and Administrative Expenses.
 Depreciation and Amortization.
 27




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##### Table of Contents



Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Loss on Early Retirement of Debt
 Income Taxes.
 Liquidity and Capital Resources
 Recent
Developments  Century Theatres Acquisition
     28




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##### Table of Contents



Recent Developments  National CineMedia
  Operating Activities
  Investing Activities
    29




---



##### Table of Contents



Financing Activities
 3 4
   Payments Due by Period(in millions)Less Than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    One Year
    
    
    1 - 3 Years
    
    
    4 - 5 Years
    
    
    5 YearsLong-term debt
    
    $
    606.0
    
    
    $
    5.5
    
    
    $
    11.1
    
    
    $
    247.2
    
    
    $
    342.2Scheduled interest
payments on long-term
debt1
    
    
    270.5
    
    
    
    49.0
    
    
    
    96.5
    
    
    
    77.7
    
    
    
    47.3Lease obligations
    
    
    1,511.6
    
    
    
    128.3
    
    
    
    259.5
    
    
    
    245.9
    
    
    
    877.9Letters of credit
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Employment agreements
    
    
    9.3
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    
    
    
    
    Purchase commitments 2
    
    
    66.8
    
    
    
    18.5
    
    
    
    46.6
    
    
    
    1.1
    
    
    
    0.6Total obligations
    
    $
    2,464.3
    
    
    $
    204.5
    
    
    $
    419.9
    
    
    $
    571.9
    
    
    $
    1,268.0
 
 1
    
    Amounts include scheduled interest payments on fixed rate and variable rate
debt agreements. Estimates for the variable rate interest payments were based on
interest rates in effect on September 30, 2006.2
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of September 30, 2006.  30




---



##### Table of Contents



Cinemark, Inc. Senior Discount Notes
 3 4
 3 4
 3 4
  3 4 3 4 3 4
 Senior Subordinated Notes
     31




---



##### Table of Contents



Senior Secured Credit Facility
     New
Senior Secured Credit Facility
     32




---



##### Table of Contents



Seasonality
  Cautionary Statement Regarding Forward-Looking Statements
  
    
    future revenues, expenses and profitability;
    
    the future development and expected growth of our business;
    
    projected capital expenditures;
    
    attendance at movies generally, or in any of the markets in which we operate;
    
    the number or diversity of popular movies released;
    
    our ability to successfully license and exhibit popular films;
    
    competition from other exhibitors; and
    
    determinations in lawsuits in which we are a defendant.
  33




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
   Expected Maturity as of September 30, 2006(in millions)AverageSeptember 30,
    
    Fair
    
    Interest2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    342.2
    
    
    $
    342.3
    
    
    $
    344.7
    
    
    
    9.0
    %Variable rate
    
    
    5.4
    
    
    
    6.8
    
    
    
    4.3
    
    
    
    125.0
    
    
    
    122.2
    
    
    
    
    
    
    
    263.7
    
    
    
    265.7
    
    
    
    7.3
    %Total debt
    
    $
    5.5
    
    
    $
    6.8
    
    
    $
    4.3
    
    
    $
    125.0
    
    
    $
    122.2
    
    
    $
    342.2
    
    
    $
    606.0
    
    
    $
    610.4
 Expected Maturity as of December 31, 2005(in millions)AverageDecember 31,
    
    Fair
    
    Interest2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    353.3
    
    
    $
    353.4
    
    
    $
    362.8
    
    
    
    9.0
    %Variable rate
    
    
    6.8
    
    
    
    5.5
    
    
    
    4.3
    
    
    
    4.1
    
    
    
    185.1
    
    
    
    61.1
    
    
    
    266.9
    
    
    
    268.4
    
    
    
    6.6
    %Total debt
    
    $
    6.9
    
    
    $
    5.5
    
    
    $
    4.3
    
    
    $
    4.1
    
    
    $
    185.1
    
    
    $
    414.4
    
    
    $
    620.3
    
    
    $
    631.2
 Foreign Currency Exchange Rate Risk
  34




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
 PageSupplemental Schedules specified by the senior subordinated notes Indenture:Condensed Consolidating Balance Sheet
Information (unaudited) as of
September 30, 2006
    
    
    36Condensed Consolidating Statement of
Income Information (unaudited) for
the nine months ended September 30,
2006
    
    
    37Condensed Consolidating Statement of
Cash Flows Information (unaudited)
for the nine months ended September
30, 2006
    
    
    38
 35




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF SEPTEMBER 30, 2006
(In thousands, except share data, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    107,261
    
    
    $
    34,931
    
    
    $
    
    
    
    $
    142,192Inventories
    
    
    3,395
    
    
    
    877
    
    
    
    
    
    
    
    4,272Accounts receivable
    
    
    22,833
    
    
    
    2,317
    
    
    
    (571
    )
    
    
    24,579Prepaid expenses and other
    
    
    5,230
    
    
    
    751
    
    
    
    
    
    
    
    5,981Total current assets
    
    
    138,719
    
    
    
    38,876
    
    
    
    (571
    )
    
    
    177,024THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    706,082
    
    
    
    85,298
    
    
    
    
    
    
    
    791,380OTHER ASSETSGoodwill
    
    
    8,894
    
    
    
    35,279
    
    
    
    
    
    
    
    44,173Investments in and advances to affiliates
    
    
    184,519
    
    
    
    6,217
    
    
    
    (184,118
    )
    
    
    6,618Deferred tax asset
    
    
    (3,892
    )
    
    
    3,892
    
    
    
    
    
    
    
    Intangible assets, deferred charges and other assets  net
    
    
    53,718
    
    
    
    9,065
    
    
    
    (11,200
    )
    
    
    51,583Total other assets
    
    
    243,239
    
    
    
    54,453
    
    
    
    (195,318
    )
    
    
    102,374TOTAL ASSETS
    
    $
    1,088,040
    
    
    $
    178,627
    
    
    $
    (195,889
    )
    
    $
    1,070,778LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,653
    
    
    $
    2,877
    
    
    $
    
    
    
    $
    5,530Income tax payable
    
    
    1,367
    
    
    
    2,205
    
    
    
    
    
    
    
    3,572Accounts payable and accrued expenses
    
    
    92,037
    
    
    
    17,501
    
    
    
    (549
    )
    
    
    108,989Total current liabilities
    
    
    96,057
    
    
    
    22,583
    
    
    
    (549
    )
    
    
    118,091LONG-TERM LIABILITIESSenior credit agreements
    
    
    250,900
    
    
    
    18,611
    
    
    
    (11,200
    )
    
    
    258,311Senior subordinated notes
    
    
    342,157
    
    
    
    
    
    
    
    
    
    
    
    342,157Deferred income taxes
    
    
    7,441
    
    
    
    
    
    
    
    
    
    
    
    7,441Deferred lease expenses
    
    
    28,519
    
    
    
    1,723
    
    
    
    
    
    
    
    30,242Deferred gain on sale leasebacks
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    3,000Deferred revenues and other long-term liabilities
    
    
    1,318
    
    
    
    5,221
    
    
    
    
    
    
    
    6,539Total long-term liabilities
    
    
    633,335
    
    
    
    25,555
    
    
    
    (11,200
    )
    
    
    647,690COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    10,741
    
    
    
    6,404
    
    
    
    
    
    
    
    17,145SHAREHOLDERS EQUITYClass A common stock, $.01 par value: 10,000,000 shares
authorized, 1,500 shares issued and outstanding
    
    
    
    
    
    
    37,942
    
    
    
    (37,942
    )
    
    
    Class B common stock, no par value: 1,000,000 shares
authorized, 239,893 shares issued and outstanding
    
    
    49,543
    
    
    
    33,050
    
    
    
    (33,050
    )
    
    
    49,543Additional paid-in-capital
    
    
    82,104
    
    
    
    113,148
    
    
    
    (113,148
    )
    
    
    82,104Retained earnings
    
    
    291,635
    
    
    
    (53,717
    )
    
    
    (1,167
    )
    
    
    236,751Distributions
    
    
    
    
    
    
    (1,167
    )
    
    
    1,167
    
    
    
    Treasury stock, 57,245 Class B shares at cost
    
    
    (24,233
    )
    
    
    
    
    
    
    
    
    
    
    (24,233
    )Accumulated other comprehensive loss
    
    
    (51,142
    )
    
    
    (5,171
    )
    
    
    
    
    
    
    (56,313
    )Total shareholders equity
    
    
    347,907
    
    
    
    124,085
    
    
    
    (184,140
    )
    
    
    287,852TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,088,040
    
    
    $
    178,627
    
    
    $
    (195,889
    )
    
    $
    1,070,778
  36




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
(In thousands, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedREVENUES
    
    $
    682,853
    
    
    $
    147,254
    
    
    $
    (1,018
    )
    
    $
    829,089COSTS AND EXPENSESCost of operations
    
    
    495,048
    
    
    
    112,277
    
    
    
    (1,018
    )
    
    
    606,307General and administrative expenses
    
    
    36,835
    
    
    
    9,030
    
    
    
    
    
    
    
    45,865Depreciation and amortization
    
    
    46,390
    
    
    
    13,653
    
    
    
    
    
    
    
    60,043Impairment of long-lived assets
    
    
    5,731
    
    
    
    10
    
    
    
    
    
    
    
    5,741Loss on sale of assets and other
    
    
    2,865
    
    
    
    73
    
    
    
    
    
    
    
    2,938Total costs and expenses
    
    
    586,869
    
    
    
    135,043
    
    
    
    (1,018
    )
    
    
    720,894OPERATING INCOME
    
    
    95,984
    
    
    
    12,211
    
    
    
    
    
    
    
    108,195OTHER INCOME (EXPENSE)Interest expense
    
    
    (35,077
    )
    
    
    (1,440
    )
    
    
    630
    
    
    
    (35,887
    )Amortization of debt issue costs
    
    
    (2,088
    )
    
    
    (18
    )
    
    
    
    
    
    
    (2,106
    )Interest income
    
    
    4,874
    
    
    
    1,319
    
    
    
    (630
    )
    
    
    5,563Foreign currency exchange gain (loss)
    
    
    430
    
    
    
    (336
    )
    
    
    
    
    
    
    94Loss on early retirement of debt
    
    
    (941
    )
    
    
    
    
    
    
    
    
    
    
    (941
    )Equity in income (loss) of affiliates
    
    
    1,225
    
    
    
    (1,757
    )
    
    
    (1,167
    )
    
    
    (1,699
    )Minority interests in income of subsidiaries
    
    
    (1,011
    )
    
    
    (779
    )
    
    
    
    
    
    
    (1,790
    )Total other expenses
    
    
    (32,588
    )
    
    
    (3,011
    )
    
    
    (1,167
    )
    
    
    (36,766
    )INCOME BEFORE INCOME TAXES
    
    
    63,396
    
    
    
    9,200
    
    
    
    (1,167
    )
    
    
    71,429Income taxes
    
    
    19,821
    
    
    
    1,054
    
    
    
    
    
    
    
    20,875NET INCOME
    
    $
    43,575
    
    
    $
    8,146
    
    
    $
    (1,167
    )
    
    $
    50,554
  37




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
(In thousands, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income
    
    $
    43,575
    
    
    $
    8,146
    
    
    $
    (1,167
    )
    
    $
    50,554Noncash items in net income:Depreciation
    
    
    45,817
    
    
    
    12,747
    
    
    
    
    
    
    
    58,564Amortization of intangible and other assets
    
    
    573
    
    
    
    906
    
    
    
    
    
    
    
    1,479Amortization of foreign advanced rents
    
    
    575
    
    
    
    241
    
    
    
    
    
    
    
    816Amortization of debt issue costs
    
    
    2,088
    
    
    
    18
    
    
    
    
    
    
    
    2,106Amortization of gain on sale leasebacks
    
    
    (275
    )
    
    
    
    
    
    
    
    
    
    
    (275
    )Amortization of debt premium
    
    
    (1,173
    )
    
    
    
    
    
    
    
    
    
    
    (1,173
    )Amortization of deferred revenues and other
    
    
    (295
    )
    
    
    (12
    )
    
    
    
    
    
    
    (307
    )Impairment of long-lived assets
    
    
    5,731
    
    
    
    10
    
    
    
    
    
    
    
    5,741Stock option compensation expense
    
    
    2,148
    
    
    
    
    
    
    
    
    
    
    
    2,148Loss on sale of assets and other
    
    
    2,864
    
    
    
    74
    
    
    
    
    
    
    
    2,938Write-off unamortized debt issue costs related to early retirement of debt
    
    
    222
    
    
    
    
    
    
    
    
    
    
    
    222Deferred lease expenses
    
    
    725
    
    
    
    (1
    )
    
    
    
    
    
    
    724Deferred income tax expenses
    
    
    (7,997
    )
    
    
    11
    
    
    
    
    
    
    
    (7,986
    )Equity in (income) loss of affiliates
    
    
    (58
    )
    
    
    1,858
    
    
    
    
    
    
    
    1,800Minority interests in income of subsidiaries
    
    
    1,011
    
    
    
    779
    
    
    
    
    
    
    
    1,790Changes in assets and liabilities
    
    
    (37,664
    )
    
    
    369
    
    
    
    
    
    
    
    (37,295
    )Net cash provided by operating activities
    
    
    57,867
    
    
    
    25,146
    
    
    
    (1,167
    )
    
    
    81,846INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (67,434
    )
    
    
    (10,468
    )
    
    
    
    
    
    
    (77,902
    )Proceeds from sale of theatre properties and equipment
    
    
    1,049
    
    
    
    187
    
    
    
    
    
    
    
    1,236Net transactions with affiliates
    
    
    (633
    )
    
    
    271
    
    
    
    633
    
    
    
    271Net cash used for investing activities
    
    
    (67,018
    )
    
    
    (10,010
    )
    
    
    633
    
    
    
    (76,395
    )FINANCING ACTIVITIESDividends to parent
    
    
    (31,745
    )
    
    
    
    
    
    
    
    
    
    
    (31,745
    )Retirement of senior subordinated notes
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Proceeds from long-term debt
    
    
    4
    
    
    
    2,269
    
    
    
    
    
    
    
    2,273Repayments of long-term debt
    
    
    (2,006
    )
    
    
    (3,003
    )
    
    
    
    
    
    
    (5,009
    )Other
    
    
    (995
    )
    
    
    (765
    )
    
    
    534
    
    
    
    (1,226
    )Net cash used for financing activities
    
    
    (44,742
    )
    
    
    (1,499
    )
    
    
    534
    
    
    
    (45,707
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (369
    )
    
    
    637
    
    
    
    
    
    
    
    268INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (54,262
    )
    
    
    14,274
    
    
    
    
    
    
    
    (39,988
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    161,523
    
    
    
    20,657
    
    
    
    
    
    
    
    182,180End of period
    
    $
    107,261
    
    
    $
    34,931
    
    
    $
    
    
    
    $
    142,192
  38




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Amended and Restated Articles of Incorporation of the
Company filed with the Texas Secretary of State on September
3, 1992 (incorporated by reference to Exhibit 3.1(a) to the
Companys Annual Report on Form 10-K (File No. 033-47040)
filed June 30, 1993).3.2(a)
    
    Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.2 to the Companys Registration Statement on
Form S-1 (File No. 033-47040) filed April 9, 1992).3.2(b)
    
    Amendment to Bylaws of the Company dated March 12, 1996
(incorporated by reference to Exhibit 3.2(b) to the
Companys Annual Report on Form 10-K (File No. 033-47040)
filed March 6, 1997).4.2(a)
    
    Indenture dated February 11, 2003 between the Company and
The Bank of New York Trust Company of Florida, N.A.
governing the 9% Senior Subordinated Notes issued thereunder
(incorporated by reference to Exhibit 10.2(b) to the
Companys Annual Report on Form 10-K (File No. 033-47040)
filed March 19, 2003).4.2(b)
    
    First Supplemental Indenture dated as of May 7, 2003 between
the Company, the subsidiary guarantors party thereto and The
Bank of New York Trust Company of Florida, N.A.
(incorporated by reference to Exhibit 4.2(i) to the
Companys Registration Statement on Form S-4 (File No.
333-104940) filed May 28, 2003).4.2(c)
    
    Second Supplemental Indenture dated as of November 11, 2004
between the Company, the subsidiary guarantors party thereto
and The Bank of New York Trust Company of Florida, N.A.
(incorporated by reference to the Companys Annual Report on
Form 10-K (File No. 033-047040) filed March 29, 2005).4.2(d)
    
    Third Supplemental Indenture, dated as of October 5,
2006, among the Company, the Companys subsidiaries named
therein, and The Bank of New York Trust Company, N.A., as
trustee. (incorporated by reference to Exhibit 10.7 to the
Companys Current Report on Form 8-K (File No. 033-47040)
filed on October 12, 2006).4.2(e)
    
    Form of 9% Note (contained in the Indenture listed as
Exhibit 4.2(a) above) (incorporated by reference to Exhibit
10.2(b) to the Companys Annual Report on Form 10-K (File
033-47040) filed March 19, 2003).10.1(a)
    
    Management Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference
to Exhibit 10.1(a) to Cinemark, Inc.s Registration
Statement on Form S-1 (File No. 333-88618) filed May 17,
2002).10.1(b)
    
    Management Agreement, dated as of September 10, 2002,
between Cinemark USA, Inc. and Cinemark de Mexico
(incorporated by reference to Exhibit 10.8 to Cinemark
Mexico (USA)s Registration Statement on Form S-4 (File No.
033-72114) filed on November 24, 1994).10.1(c)
    
    Management Agreement, dated December 10, 1993, between
Laredo Theatre, Ltd. and the Company (incorporated by
reference to Exhibit 10.14(b) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed June 30, 1994).10.1(d)
    
    First Amendment to Management Agreement of Laredo Theatre,
Ltd. effective as of December 10, 2003 between CNMK Texas
Properties, Ltd. (successor in interest to Cinemark USA,
Inc.) and Laredo Theatre Ltd. (incorporated by reference to
Exhibit 10.1(d) to Cinemark, Inc.s Registration Statement
on Form S-4 (File No. 333-116292) filed September 8, 2004).10.1(e)
    
    Management Agreement, dated September 1, 1994, between
Cinemark Partners II, Ltd. and the Company (incorporated by
reference to Exhibit 10.4(i) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed March 29, 1995).10.1(f)
    
    First Amendment to Management Agreement of Cinemark Partners
II, Ltd. dated as of January 5, 1998 by and between Cinemark
USA, Inc. and Cinemark Partners II, Ltd. (incorporated by
reference to Exhibit 10.1(f) to the Cinemark, Inc.s
Registration Statement on Form S-4 (File No. 333-116292)
filed September 8, 2004).10.1(g)
    
    Management Services Agreement dated April 10, 2003 between
Greeley Partners L.P. and CNMK Texas Properties, Ltd.
(incorporated by reference to Exhibit 10.1(g) to Cinemark,
Inc.s Registration Statement on Form S-4 (File No.
333-116292) filed September 8, 2004).10.1(h)
    
    Second Amendment to Credit Agreement dated July 7, 2006, to
be effective as of September 30, 2006, to the Amended and
Restated Credit Agreement dated as of April 2, 2004 (as
amended by the First Amendment dated as of August 18, 2004)
by and among Cinemark, Inc., CNMK Holding, In., Cinemark
USA, Inc. and the several banks and other financial
institutions or entities thereto, and Lehman Commercial
Paper, Inc., as administrative agent (incorporated by
reference to Exhibit 10.1 to the Cinemark USA, Inc. Form 8-K
filed on July 7, 2006).10.2
    
    Amended and Restated Agreement to Participate in Profits and
Losses, dated as of March 12, 2004, between Cinemark USA,
Inc. and Alan W. Stock (incorporated by reference to Exhibit
10.2 to the Companys Quarterly Report on Form 10-Q (File
No. 033-47040) filed May 14, 2004).10.3(a)
    
    License Agreement, dated December 10, 1993, between Laredo
Joint Venture and the Company (incorporated by reference to
Exhibit 10.14(c) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1994).10.3(b)
    
    License Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference
to Exhibit 10.10(c) to the Companys Annual Report on Form
10-K (File No. 033-47040) filed March 29, 1995).10.4(a)
    
    Tax Sharing Agreement, between the Company and Cinemark
International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as
of June 10, 1992 (incorporated by reference to Exhibit 10.22
to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1993).
 39




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##### Table of Contents



10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between
the Company and Cinemark Mexico (USA) (incorporated by
reference to Exhibit 10.10 to Cinemark Mexico (USA)s
Registration Statement on Form S-4 (File No. 033-72114)
filed on November 24, 1993).10.5(a)
    
    Indemnification Agreement, between the Company and Lee Roy
Mitchell, dated as of July 13, 1992 (incorporated by
reference to Exhibit 10.23(a) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed June 30, 1993).10.5(b)
    
    Indemnification Agreement, between the Company and Tandy
Mitchell, dated as of July 13, 1992 (incorporated by
reference to Exhibit 10.23(b) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed June 30, 1993).10.5(c)
    
    Indemnification Agreement, between the Company and Alan
Stock, dated as of July 13, 1992 (incorporated by reference
to Exhibit 10.23(d) to the Companys Annual Report on Form
10-K (File No. 033-47040) filed June 30, 1993).10.5(d)
    
    Indemnification Agreement, between the Company and W. Bryce
Anderson, dated as of July 13, 1992 (incorporated by
reference to Exhibit 10.23(f) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed June 30, 1993).10.5(e)
    
    Indemnification Agreement, between the Company and Sheldon
I. Stein, dated as of July 13, 1992 (incorporated by
reference to Exhibit 10.23(g) to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed June 30, 1993).10.5(f)
    
    Indemnification Agreement, between the Company and Heriberto
Guerra, dated as of December 3, 1993 (incorporated by
reference to Exhibit 10.23(f) to the Companys Annual Report
on Form 10-K (File No. 033-11895) filed September 13, 1996).10.6(a)
    
    Senior Secured Credit Agreement dated December 4, 1995 among
Cinemark International, L.L.C. (f/k/a Cinemark II, Inc.,
Cinemark Mexico (USA) and Cinemark de Mexico (incorporated
by reference to Exhibit 10.18 to the Companys Annual Report
on Form 10-K (File No. 033-47040) filed April 1, 1996).10.6(b)
    
    First Amendment to Senior Secured Credit Agreement, dated as
of September 30, 1996, by and among Cinemark II, Inc.,
Cinemark Mexico (USA), Inc. and Cinemark de Mexico, S.A. de
C.V. (incorporated by reference to Exhibit 10.11(b) to
Cinemark, Inc.s Registration Statement on Form S-1 (File
No. 333-88618) filed on May 17, 2002).10.6(c)
    
    Second Amendment to Senior Secured Credit Agreement, dated
as of September 28, 2000, by and among Cinemark II, Inc.,
Cinemark Mexico (USA), Inc. and Cinemark de Mexico, S.A. de
C.V. (incorporated by reference to Exhibit 10.11(c) to
Cinemark, Inc.s Registration Statement on Form S-1 (File
No. 333-88618) filed on May 17, 2002).10.7(a)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Lee Roy Mitchell (incorporated by
reference to Exhibit 10.14(a) to the Companys Quarterly
Report on Form 10-Q (File No. 033-47040) filed May 14,
2004).10.7(b)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Alan Stock (incorporated by reference to
Exhibit 10.14(b) to the Companys Quarterly Report on Form
10-Q (File No. 033-47040) filed May 14, 2004).10.7(c)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tim Warner (incorporated by reference to
Exhibit 10.14(c) to the Companys Quarterly Report on Form
10-Q (File No. 033-47040) filed May 14, 2004).10.7(d)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Robert Copple (incorporated by reference
to Exhibit 10.14(d) to the Companys Quarterly Report on
Form 10-Q (File No. 033-47040) filed May 14, 2004).10.7(e)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Rob Carmony (incorporated by reference to
Exhibit 10.14(e) to the Companys Quarterly Report on Form
10-Q (File No. 033-47040) filed May 14, 2004).10.7(f)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tandy Mitchell (incorporated by reference
to Exhibit 10.14(f) to the Companys Quarterly Report on
Form 10-Q (File No. 033-47040) filed May 14, 2004).10.8(a)
    
    Amended and Restated Credit Agreement, dated April 2, 2004,
among Cinemark, Inc., CNMK Holdings, Inc., the Company, the
several lenders from time to time parties thereto, Lehman
Brothers Inc. and Goldman Sachs Credit Partners LP, as Joint
Legal Arrangers, Goldman Sachs Credit Partners LP, as
Syndication Agent, Deutsche Bank Securities, Inc., The Bank
of New York, General Electric Capital Corporation and CIBC
Inc. as Documentation Agents and Lehman Commercial Paper
Inc. as Administrative Agent (incorporated by reference to
Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.8(b)
    
    First Amendment to the Amended and Restated Credit
Agreement, dated August 18, 2004, among Cinemark, Inc., CNMK
Holdings, Inc., Cinemark USA, Inc., the several lenders from
time to time parties thereto, Lehman Brothers Inc. and
Goldman Sachs Credit Partners LP, as Joint Lead Arrangers,
Goldman Sachs Credit Partners LP, as Syndication Agent,
Deutsche Bank Securities, Inc., The Bank of New York,
General Electric Capital Corporation and CIBC Inc. as
Documentation Agents and Lehman Commercial Paper Inc. as
Administrative Agent (incorporated by reference to Exhibit
10.15(b) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 13, 2005).10.9
    
    Amended and Restated Guaranty and Collateral Agreement,
dated April 2, 2004, among Cinemark, Inc., CNMK Holdings
Inc., the Company and certain of it subsidiaries in favor of
Lehman Commercial Paper, Inc., as administrative agent
(incorporated by reference to Exhibit 10.16 to the Companys
Quarterly Report on Form 10-Q (File No. 033-47040) filed May
14, 2004).10.10(a)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Venture II
Equity Holdings Corporation, Inc. and Kristal Holdings
Limited (incorporated by reference to Exhibit 10.20(a) to
Cinemark, Inc.s Quarterly Report on Form 10-Q (File No.
333-116292) filed May 13, 2005).
 40




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##### Table of Contents



10.10(b)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Prona Global
Ltd., Messrs. Edgar Gleich, Riccardo Arduini, Moises Pinsky,
Eduardo Alalou, and Robert Luis Leme Klabin (incorporated by
reference to Exhibit 10.20(b) to Cinemark, Inc.s Quarterly
Report on Form 10-Q (File No. 333-116292) filed May 13,
2005).10.10(c)
    
    Stock Purchase Agreement, dated as of August 7, 2006, by and
among the Company, Cinemark Holdings, Inc., Syufy
Enterprises, LP, Century Theatres, Inc. and Century Theatres
Holdings, LLC. (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K (File No.
033-47040) filed on August 11, 2006.)10.10(d)
    
    First Amendment, dated as of October 4, 2006, to that
certain Stock Purchase Agreement, dated as of August 7,
2006, by and among the Company, Cinemark Holdings, Inc.,
Syufy Enterprises, LP, Century Theatres, Inc. and Century
Theatres Holdings, LLC. . (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K
(File No. 033-47040) filed on August 11, 2006.)10.11(a)
    
    Stock Contribution and Exchange Agreement, dated as of
August 7, 2006, by and between Cinemark Holdings, Inc.,
Cinemark, Inc., Syufy Enterprises, LP and Century Theatres
Holdings, LLC. (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K (File No.
033-47040) filed on August 11, 2006).10.11(b)
    
    Contribution and Exchange Agreement, dated as of August 7,
2006 by and among Cinemark Holdings, Inc. and Lee Roy
Mitchell, The Mitchell Special Trust, Alan W. Stock, Timothy
Warner, Robert Copple, Michael Cavalier, Northwestern
University, John Madigan, Quadrangle Select Partners LP,
Quadrangle Capital Partners A LP, Madison Dearborn Capital
Partners IV, L.P., K&E Investment Partners, LLC 
2004-B-DIF, Piola Investments Ltd., Quadrangle (Cinemark)
Capital Partners LP and Quadrangle Capital Partners LP.
(incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K (File No. 033-47040) filed on
August 11, 2006).10.12(a)
    
    Credit Agreement, dated as of October 5, 2006, among
Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding, Inc.,
the Company, the several banks and other financial
institutions or entities from time to time parties to the
Agreement, Lehman Brothers Inc. and Morgan Stanley Senior
Funding, Inc., as joint lead arrangers and joint
bookrunners, Morgan Stanley Senior Funding, Inc., as
syndication agent, BNP Paribas and General Electric Capital
Corporation as co-documentation agents, and Lehman
Commercial Paper Inc., as administrative agent.
(incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K (File No. 033-47040) filed on
October 12, 2006).10.12(b)
    
    Guarantee and Collateral Agreement, dated as of October 5,
2006, among the Cinemark Holdings, Inc., Cinemark, Inc.,
CNMK Holding, Inc., the Company and each subsidiary
guarantor party thereto. (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K
(File No. 033-47040) filed on October 12, 2006).*31.1
    
    Certification of Chief Executive Officer of Cinemark USA,
Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*31.2
    
    Certification of Chief Financial Officer of Cinemark USA,
Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*32.1
    
    Certification of the Chief Executive Officer of Cinemark
USA, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*32.2
    
    Certification of the Chief Financial Officer of Cinemark
USA, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 *
    
    filed herewith. 41




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##### Table of Contents



SIGNATURES
  CINEMARK USA, INC.RegistrantDATE:November 14, 2006/s/ Alan W. Stock

Alan W. StockPresident/s/ Robert CoppleRobert CoppleChief Financial Officer
 42




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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    Amended and Restated Articles of Incorporation of the Company
filed with the Texas Secretary of State on September 3, 1992
(incorporated by reference to Exhibit 3.1(a) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed June 30,
1993).3.2(a)
    
    Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Companys Registration Statement on Form S-1
(File No. 033-47040) filed April 9, 1992).3.2(b)
    
    Amendment to Bylaws of the Company dated March 12, 1996
(incorporated by reference to Exhibit 3.2(b) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed March 6,
1997).4.2(a)
    
    Indenture dated February 11, 2003 between the Company and The
Bank of New York Trust Company of Florida, N.A. governing the 9%
Senior Subordinated Notes issued thereunder (incorporated by
reference to Exhibit 10.2(b) to the Companys Annual Report on
Form 10-K (File No. 033-47040) filed March 19, 2003).4.2(b)
    
    First Supplemental Indenture dated as of May 7, 2003 between the
Company, the subsidiary guarantors party thereto and The Bank of
New York Trust Company of Florida, N.A. (incorporated by
reference to Exhibit 4.2(i) to the Companys Registration
Statement on Form S-4 (File No. 333-104940) filed May 28, 2003).4.2(c)
    
    Second Supplemental Indenture dated as of November 11, 2004
between the Company, the subsidiary guarantors party thereto and
The Bank of New York Trust Company of Florida, N.A. (incorporated
by reference to the Companys Annual Report on Form 10-K (File
No. 033-047040) filed March 29, 2005).4.2(d)
    
    Third Supplemental Indenture, dated as of October 5,
2006, among the Company, the Companys subsidiaries named
therein, and The Bank of New York Trust Company, N.A., as
trustee. (incorporated by reference to Exhibit 10.7 to the
Companys Current Report on Form 8-K (File No. 033-47040)
filed on October 12, 2006).4.2(e)
    
    Form of 9% Note (contained in the Indenture listed as Exhibit
4.2(a) above) (incorporated by reference to Exhibit 10.2(b) to
the Companys Annual Report on Form 10-K (File 033-47040) filed
March 19, 2003).10.1(a)
    
    Management Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.1(a) to Cinemark, Inc.s Registration Statement on
Form S-1 (File No. 333-88618) filed May 17, 2002).10.1(b)
    
    Management Agreement, dated as of September 10, 2002, between
Cinemark USA, Inc. and Cinemark de Mexico (incorporated by
reference to Exhibit 10.8 to Cinemark Mexico (USA)s Registration
Statement on Form S-4 (File No. 033-72114) filed on November 24,
1994).10.1(c)
    
    Management Agreement, dated December 10, 1993, between Laredo
Theatre, Ltd. and the Company (incorporated by reference to
Exhibit 10.14(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1994).10.1(d)
    
    First Amendment to Management Agreement of Laredo Theatre, Ltd.
effective as of December 10, 2003 between CNMK Texas Properties,
Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo
Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to
Cinemark, Inc.s Registration Statement on Form S-4 (File No.
333-116292) filed September 8, 2004).10.1(e)
    
    Management Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.4(i) to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed March 29, 1995).10.1(f)
    
    First Amendment to Management Agreement of Cinemark Partners II,
Ltd. dated as of January 5, 1998 by and between Cinemark USA,
Inc. and Cinemark Partners II, Ltd. (incorporated by reference to
Exhibit 10.1(f) to the Cinemark, Inc.s Registration Statement on
Form S-4 (File No. 333-116292) filed September 8, 2004).10.1(g)
    
    Management Services Agreement dated April 10, 2003 between
Greeley Partners L.P. and CNMK Texas Properties, Ltd.
(incorporated by reference to Exhibit 10.1(g) to Cinemark, Inc.s
Registration Statement on Form S-4 (File No. 333-116292) filed
September 8, 2004).10.1(h)
    
    Second Amendment to Credit Agreement dated July 7, 2006, to be
effective as of September 30, 2006, to the Amended and Restated
Credit Agreement dated as of April 2, 2004 (as amended by the
First Amendment dated as of August 18, 2004) by and among
Cinemark, Inc., CNMK Holding, In., Cinemark USA, Inc. and the
several banks and other financial institutions or entities
thereto, and Lehman Commercial Paper, Inc., as administrative
agent (incorporated by reference to Exhibit 10.1 to the Cinemark
USA, Inc. Form 8-K filed on July 7, 2006).10.2
    
    Amended and Restated Agreement to Participate in Profits and
Losses, dated as of March 12, 2004, between Cinemark USA, Inc.
and Alan W. Stock (incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q (File No. 033-47040)
filed May 14, 2004).10.3(a)
    
    License Agreement, dated December 10, 1993, between Laredo Joint
Venture and the Company (incorporated by reference to Exhibit
10.14(c) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1994).10.3(b)
    
    License Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.10(c) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed March 29, 1995).10.4(a)
    
    Tax Sharing Agreement, between the Company and Cinemark
International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as of
June 10, 1992 (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K (File No. 033-47040) filed
June 30, 1993).10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.10 to Cinemark Mexico (USA)s Registration Statement
on Form S-4 (File No. 033-72114) filed on November 24, 1993).




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##### Table of Contents



10.5(a)
    
    Indemnification Agreement, between the Company and Lee Roy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(a) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(b)
    
    Indemnification Agreement, between the Company and Tandy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(c)
    
    Indemnification Agreement, between the Company and Alan Stock,
dated as of July 13, 1992 (incorporated by reference to Exhibit
10.23(d) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1993).10.5(d)
    
    Indemnification Agreement, between the Company and W. Bryce
Anderson, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(e)
    
    Indemnification Agreement, between the Company and Sheldon I.
Stein, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(g) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(f)
    
    Indemnification Agreement, between the Company and Heriberto
Guerra, dated as of December 3, 1993 (incorporated by reference
to Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-11895) filed September 13, 1996).10.6(a)
    
    Senior Secured Credit Agreement dated December 4, 1995 among
Cinemark International, L.L.C. (f/k/a Cinemark II, Inc., Cinemark
Mexico (USA) and Cinemark de Mexico (incorporated by reference to
Exhibit 10.18 to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed April 1, 1996).10.6(b)
    
    First Amendment to Senior Secured Credit Agreement, dated as of
September 30, 1996, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(b) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.6(c)
    
    Second Amendment to Senior Secured Credit Agreement, dated as of
September 28, 2000, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(c) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.7(a)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Lee Roy Mitchell (incorporated by reference to
Exhibit 10.14(a) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(b)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Alan Stock (incorporated by reference to
Exhibit 10.14(b) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(c)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tim Warner (incorporated by reference to
Exhibit 10.14(c) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(d)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Robert Copple (incorporated by reference to
Exhibit 10.14(d) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(e)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Rob Carmony (incorporated by reference to
Exhibit 10.14(e) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(f)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tandy Mitchell (incorporated by reference to
Exhibit 10.14(f) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.8(a)
    
    Amended and Restated Credit Agreement, dated April 2, 2004, among
Cinemark, Inc., CNMK Holdings, Inc., the Company, the several
lenders from time to time parties thereto, Lehman Brothers Inc.
and Goldman Sachs Credit Partners LP, as Joint Legal Arrangers,
Goldman Sachs Credit Partners LP, as Syndication Agent, Deutsche
Bank Securities, Inc., The Bank of New York, General Electric
Capital Corporation and CIBC Inc. as Documentation Agents and
Lehman Commercial Paper Inc. as Administrative Agent
(incorporated by reference to Exhibit 10.15 to the Companys
Quarterly Report on Form 10-Q (File No. 033-47040) filed May 14,
2004).10.8(b)
    
    First Amendment to the Amended and Restated Credit Agreement,
dated August 18, 2004, among Cinemark, Inc., CNMK Holdings, Inc.,
Cinemark USA, Inc., the several lenders from time to time parties
thereto, Lehman Brothers Inc. and Goldman Sachs Credit Partners
LP, as Joint Lead Arrangers, Goldman Sachs Credit Partners LP,
as Syndication Agent, Deutsche Bank Securities, Inc., The Bank of
New York, General Electric Capital Corporation and CIBC Inc. as
Documentation Agents and Lehman Commercial Paper Inc. as
Administrative Agent (incorporated by reference to Exhibit
10.15(b) to the Companys Quarterly Report on Form 10-Q (File No.
033-47040) filed May 13, 2005).10.9
    
    Amended and Restated Guaranty and Collateral Agreement, dated
April 2, 2004, among Cinemark, Inc., CNMK Holdings Inc., the
Company and certain of it subsidiaries in favor of Lehman
Commercial Paper, Inc., as administrative agent (incorporated by
reference to Exhibit 10.16 to the Companys Quarterly Report on
Form 10-Q (File No. 033-47040) filed May 14, 2004).10.10(a)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Venture II Equity
Holdings Corporation, Inc. and Kristal Holdings Limited
(incorporated by reference to Exhibit 10.20(a) to Cinemark,
Inc.s Quarterly Report on Form 10-Q (File No. 333-116292) filed
May 13, 2005).




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##### Table of Contents



10.10(b)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Prona Global
Ltd., Messrs. Edgar Gleich, Riccardo Arduini, Moises Pinsky,
Eduardo Alalou, and Robert Luis Leme Klabin (incorporated by
reference to Exhibit 10.20(b) to Cinemark, Inc.s Quarterly
Report on Form 10-Q (File No. 333-116292) filed May 13, 2005).10.10(c)
    
    Stock Purchase Agreement, dated as of August 7, 2006, by and
among the Company, Cinemark Holdings, Inc., Syufy
Enterprises, LP, Century Theatres, Inc. and Century Theatres
Holdings, LLC. (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K (File No.
033-47040) filed on August 11, 2006.)10.10(d)
    
    First Amendment, dated as of October 4, 2006, to that
certain Stock Purchase Agreement, dated as of August 7,
2006, by and among the Company, Cinemark Holdings, Inc.,
Syufy Enterprises, LP, Century Theatres, Inc. and Century
Theatres Holdings, LLC. . (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K
(File No. 033-47040) filed on August 11, 2006.)10.11(a)
    
    Stock Contribution and Exchange Agreement, dated as of
August 7, 2006, by and between Cinemark Holdings, Inc.,
Cinemark, Inc., Syufy Enterprises, LP and Century Theatres
Holdings, LLC. (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K (File No.
033-47040) filed on August 11, 2006).10.11(b)
    
    Contribution and Exchange Agreement, dated as of August 7,
2006 by and among Cinemark Holdings, Inc. and Lee Roy
Mitchell, The Mitchell Special Trust, Alan W. Stock, Timothy
Warner, Robert Copple, Michael Cavalier, Northwestern
University, John Madigan, Quadrangle Select Partners LP,
Quadrangle Capital Partners A LP, Madison Dearborn Capital
Partners IV, L.P., K&E Investment Partners, LLC 
2004-B-DIF, Piola Investments Ltd., Quadrangle (Cinemark)
Capital Partners LP and Quadrangle Capital Partners LP.
(incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K (File No. 033-47040) filed on
August 11, 2006).10.12(a)
    
    Credit Agreement, dated as of October 5, 2006, among
Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding, Inc.,
the Company, the several banks and other financial
institutions or entities from time to time parties to the
Agreement, Lehman Brothers Inc. and Morgan Stanley Senior
Funding, Inc., as joint lead arrangers and joint
bookrunners, Morgan Stanley Senior Funding, Inc., as
syndication agent, BNP Paribas and General Electric Capital
Corporation as co-documentation agents, and Lehman
Commercial Paper Inc., as administrative agent.
(incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K (File No. 033-47040) filed on
October 12, 2006).10.12(b)
    
    Guarantee and Collateral Agreement, dated as of October 5,
2006, among the Cinemark Holdings, Inc., Cinemark, Inc.,
CNMK Holding, Inc., the Company and each subsidiary
guarantor party thereto. (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K
(File No. 033-47040) filed on October 12, 2006).*31.1
    
    Certification of Chief Executive Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of the Chief Executive Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of the Chief Financial Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith