building a STRONGER foundation - Cemex

We have agreed to pay some of the other charges and expenses of the ADS depositary. Note that the fees and charges that a
holder of ADSs is required to pay may vary over time and may be changed by us and by the ADS depositary. ADS holders will
receive notice of the changes. The fees described above may be amended from time to time.
Depositary Payments for the Year Ended December 31, 2010
In 2010, we received approximately U.S.$2 million from our Depositary Bank, Citibank, N.A., to reimburse us for contributions
towards our investor relations activities (including but not limited to investor meetings, conferences, and fees to investor relations
service vendors), and other miscellaneous expenses related to the listing of our ADSs on the NYSE.
Item 13 - Defaults, Dividend Arrearages and Delinquencies
None.
PART II
Item 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15 - Controls and Procedures
Disclosure Controls and Procedures
Our management has evaluated, with the participation of our Chief Executive Officer and Executive Vice President of Finance
and Administration, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and
procedures were effective as of December 31, 2010.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of our management,
including our Chief Executive Officer and principal financial and accounting officers, we conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that
internal control over financial reporting was effective as of December 31, 2010.
KPMG Cárdenas Dosal, S.C., the registered public accounting firm that audited our financial statements included elsewhere in
this annual report, has issued an attestation report on our internal control over financial reporting, which is included in page F-3 of this
report
Attestation Report of the Registered Public Accounting Firm
KPMG Cárdenas Dosal, S.C.’s report on our internal control over financial reporting appears on page F-3 of this report, and is
incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
We have not identified changes in our internal control over financial reporting during 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 16 - [RESERVED]
Item 16A - Audit Committee Financial Expert
Our board of directors has determined that it has at least one “audit committee financial expert” (as defined in Item 16A of Form
20-F) serving on its audit committee. Mr. José Manuel Rincón Gallardo meets the requisite qualifications.
Item 16B - Code of Ethics
We have adopted a written code of ethics that applies to all our senior executives, including our principal executive officer,
principal financial officer and principal accounting officer.
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