building a STRONGER foundation - Cemex

16. STOCKHOLDERS’ EQUITY
CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements – (Continued)
As of December 31, 2010, 2009 and 2008
(Millions of Mexican pesos)
The carrying amounts of consolidated stockholders’ equity exclude investments in shares of CEMEX, S.A.B. de C.V. held by subsidiaries,
which implied a reduction to controlling interest stockholders’ equity of Ps220 (16,668,156 CPOs) in 2010, Ps187 (16,107,081 CPOs) in 2009
and Ps6,354 (589,238,041 CPOs) in 2008. This reduction is included within “Other equity reserves.” The increase in CPOs held by subsidiaries
during 2010 refers to CPOs received by subsidiaries as a result of the recapitalization of retained earnings as described in this note.
A) COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
As of December 31, 2010 and 2009, the breakdown of common stock and additional paid-in capital was as follows:
2010 2009
Common stock ................................................................................................................................. Ps 4,132 4,127
Additional paid-in capital................................................................................................................. 104,590 98,797
Ps 108,722 102,924
As of December 31, 2010 and 2009, the common stock of CEMEX, S.A.B. de C.V. was represented as follows:
2010 2009
Shares 1 Series A 2 Series B 3 Series A 2 Series B 3
Subscribed and paid shares.....................................................
Unissued shares authorized for stock compensation programs
20,043,602,184 10,021,801,092 19,224,300,330 9,612,150,165
............................................................................................ 345,164,180 172,582,090 395,227,442 197,613,721
Shares that guarantee the issuance of convertible securities 4
Shares authorized for the issuance of stock or convertible
1,896,584,924 948,292,462 344,960,064 172,480,032
securities 5 .......................................................................... 3,415,076 1,707,538 1,055,039,936 527,519,968
22,288,766,364 11,144,383,182 21,019,527,772 10,509,763,886
1 13,068,000,000 shares in both years correspond to the fixed portion and 20,365,149,546 as of December 31, 2010 and 18,461,291,658 as of December 31,
2009 correspond to the variable portion.
2 Series “A” or Mexican shares must represent at least 64% of CEMEX’s capital stock.
3 Series “B” or free subscription shares must represent at most 36% of CEMEX’s capital stock.
4 Shares that guarantee the conversion of both the 2010 Optional Convertible Subordinated Notes and the Mandatorily Convertible Securities (note 12).
5 Shares authorized for the issuance of stock through a public offer or through the issuance of convertible securities.
On April 29, 2010, stockholders at the annual ordinary stockholders’ meeting approved resolutions: (i) to increase the variable common stock
through the capitalization of retained earnings, issuing up to 1,153.8 million shares (384.6 million CPOs) based on a price of Ps14.24 per
CPO. Stockholders received 3 new shares for each 75 shares held (1 new CPO for each 25 CPOs held), through the capitalization of retained
earnings. As a result, shares equivalent to approximately 384.6 million CPOs were issued, representing an increase in common stock of
approximately Ps3, considering a nominal value of Ps0.00833 per CPO, and additional paid-in capital of Ps5,476, and (ii) to increase the
variable common stock by up to 750 million shares (250 million CPOs) issuable as a result of antidilution adjustments upon conversion of
CEMEX’s convertible securities, which generated an increase in common stock for approximately Ps2 against retained earnings. There was
no cash distribution and no entitlement to fractional shares.
On September 28, 2009, through a global offering, CEMEX completed the sale of a total of 1,495 million CPOs (directly or in the form of
ADSs), including CPOs sold through the exercise in full of the over-allotment option granted to the underwriters, of which approximately
373.8 million CPOs were sold in Mexico, and approximately 1,121.2 million CPOs were sold in the United States and elsewhere outside
Mexico. The CPOs were offered to the public at a price of Ps16.65 per CPO and US$12.50 per ADS. The net aggregate proceeds from the
global offering were approximately Ps23,948, increasing stockholders’ equity by Ps7 considering a nominal value of Ps0.00833 per CPO, and
additional paid-in capital of Ps23,941. Of the 1,495 million CPOs sold, approximately 595 million CPOs were sold by subsidiaries. CEMEX
used the net proceeds from the global offering to pay down debt.
On September 4, 2009, stockholders at the extraordinary stockholders’ meeting approved resolutions to: (i) increase the variable common
stock by up to 4,800 million shares (1,600 million CPOs) through additional subscription, of which said subscription and payment could be
done indistinctively through the issuance of stock in a public offer or through the issuance of convertible securities; and (ii) finalize any
public offer and/or issuance of convertible securities within the following 24 months.
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