building a STRONGER foundation - Cemex

Private Cash Tender Offer to Holders of CBs. In March 2011, we used cash deposited in a CB reserve created with proceeds
from the offering of the January 2011 Notes to prepay approximately Ps691 million (approximately U.S.$56 million based on
prevailing exchange rates as of December 31, 2010) of CBs, in connection with a private cash tender offer to holders of CBs in
Mexico for up to approximately Ps999 million (approximately U.S.$81 million based on prevailing exchange rates as of December 31,
2010). After these prepayments, we had approximately Ps308 million (approximately U.S.$25 million based on prevailing exchange
rates as of December 31, 2010) of CBs outstanding, which are due on September 15, 2011 and for which we have created a CB
reserve.
2011 Amendments to the Financing Agreement. On April 12, 2011, we obtained consents from the required lenders and our
major creditors under the Financing Agreement to make certain amendments to the Financing Agreement to allow us to retain funds in
the CB reserve from disposal proceeds, permitted fundraisings and cash in hand, to meet CBs maturing in April and September 2012.
Offering of 2015 Floating Rate Senior Secured Notes. On April 5, 2011, we closed the offering of U.S.$800 million aggregate
principal amount of Floating Rate Senior Secured Notes due 2015, in a transaction exempt from registration pursuant to Rule 144A
and Regulation S under the Securities Act. The payment of principal, interest and premium, if any, on the April 2011 Notes is fully
and unconditionally guaranteed by CEMEX México, New Sunward and CEMEX España. The April 2011 Notes are secured by a firstpriority
security interest over the Collateral and all proceeds of such Collateral. The April 2011 Notes were issued at a price of
U.S.$99.001 per U.S.$100 principal amount. The net proceeds from the offering, approximately U.S.$788 million, were used to repay
indebtedness under the Financing Agreement.
Recent Developments Relating to Changes in Our Senior Management Team
On April 11, 2011, we announced changes to our senior management team effective April 12, 2011. Our operations, now
organized under six regions, will be led by the following executives, all of whom have served previously in various senior level
operating positions within the company:
Jaime Elizondo, President of CEMEX South America and Caribbean, who will also oversee Global Procurement;
Joaquin Estrada, President of CEMEX Asia, who will also oversee Global Trading;
Ignacio Madridejos, President of CEMEX Northern Europe, who will also oversee Global Energy and Sustainability;
Jaime Muguiro, President of CEMEX Mediterranean;
Juan Romero, President of CEMEX Mexico, who will also oversee Global Technology; and
Karl Watson, Jr., President of CEMEX USA.
Additionally, Fernando A. González was appointed Executive Vice President of Finance and Administration and also assumed
the role of Chief Financial Officer; Juan Pablo San Agustin assumed the role of Executive Vice President for Strategic Planning and
Business Development; and Luis Hernandez assumed the role of Executive Vice President for Organization and Human Resources.
These nine executives will report directly to CEMEX’s Chairman and Chief Executive Officer, Lorenzo H. Zambrano, and, with
him, comprise the company’s ten member Executive Committee.
In addition, two long serving executives left their operating functions, and continue to work for the Company in other roles.
Francisco Garza, former President for CEMEX Americas, now serves as Vice Chairman of the Board of CEMEX Mexico, Chairman
of the newly created CEMEX Latin America Advisory Board, and continues supporting CEMEX’s high-level Public Affairs activities
both in Mexico and in Latin America. Víctor Romo, former Executive Vice President of Administration, continues to participate in
CEMEX as Advisor to the Chairman and coordinate Board Committees, as well as support other strategic initiatives.
Finally, we also announced the early retirement of Rodrigo Treviño, former Chief Financial Officer.
We believe these changes will result in an organizational structure that is more effective in its decision-making processes and
more focused on our customers and markets.
Recent Developments Relating to Our Securitization Programs
On May 5, 2011, we extended our accounts receivable securitization program for our operations in Spain five years for up to
€100 million in funded amounts. As a result, this program will expire on May 5, 2016.
On May 17, 2011, we extended our accounts receivable securitization program for our operations in the United States two years
for up to U.S.$275 million in funded amounts. As a result, this program will expire on May 17, 2013.
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