building a STRONGER foundation - Cemex
building a STRONGER foundation - Cemex
building a STRONGER foundation - Cemex
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CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES<br />
Notes to the Consolidated Financial Statements – (Continued)<br />
As of December 31, 2010, 2009 and 2008<br />
(Millions of Mexican pesos)<br />
The fair values determined by CEMEX for its derivative financial instruments are Level 2. There is no direct measure for the risk of CEMEX<br />
or its counterparties in connection with the derivative instruments. Therefore, the risk factors applied for CEMEX’s assets and liabilities<br />
originated by the valuation of such derivatives were extrapolated from publicly available risk discounts for other public debt instruments of<br />
CEMEX and its counterparties.<br />
The following table presents a comparison of fair values between MFRS and U.S. GAAP at December 31, 2010 and 2009. The reconciling<br />
adjustments arising from the differences in fair value between MFRS and U.S. GAAP for the years ended December 31, 2010, 2009 and<br />
2008, represented a gain of approximately US$1 (Ps12 or Ps8 after deferred income tax), a loss of approximately US$88 (Ps1,207 or Ps890<br />
after deferred income tax) and a gain of approximately US$95 (Ps1,305 or Ps960 after deferred income tax), respectively.<br />
2010 2009<br />
(U.S. dollars millions)<br />
Active derivative instruments (note 12C)<br />
MFRS U.S. GAAP Adjustment MFRS U.S. GAAP Adjustment<br />
Derivative instruments related to interest rates ..................... US$ 35 34 (1) 27 26 (1)<br />
Derivative instruments related to other equity ...................... 16 16 – 55 55 –<br />
Derivative instruments related to equity instruments............ (71) (62) 9 (79) (71) 8<br />
Total...................................................................................... US$ (20) (12) 8 3 10 7<br />
The fair values under both MFRS and U.S. GAAP presented in the table above at December 31, 2010 and 2009 include approximately<br />
US$160 (Ps1,978) and US$195 (Ps2,553), respectively, of deposits in margin accounts with financial institutions (note 12C).<br />
Fair Value of Perpetual Debentures<br />
As of December 31, 2010 and 2009, the fair value of CEMEX’s perpetual debentures (note 16D) was approximately Ps10,927 (US$884) and<br />
Ps27,594 (US$2,108), respectively. Based on ASC 820, such fair values represent Level 1 measurements which were determined considering<br />
quoted market prices of the perpetual debentures as they are available.<br />
Effects of CEMEX’s Financing Agreement under U.S. GAAP<br />
As detailed in note 12A, on August 14, 2009, CEMEX entered into the Financing Agreement with its major creditors, which extended the<br />
maturity of approximately US$14,961 (Ps195,839) of syndicated and bilateral loans and private placement obligations. Under MFRS, the<br />
Financing Agreement qualified as the issuance of new debt and the extinguishment of the old facilities, as it did under US GAAP according to<br />
ASC 470-50, Debt – Modifications and Extinguishments (“ASC 470-50”). However, as opposed to MFRS in which the nominal amount of<br />
the new debt is used for the determination of gain and losses at inception, under U.S. GAAP, the new long-term debt should be measured at<br />
fair value at inception of the new debt in order to determine gains or losses on extinguishment.<br />
CEMEX segregated the extinguished instruments into long term facilities and revolving credit lines and determined the accounting treatment<br />
for each of these components as follows:<br />
a) The fair value at measurement date of the long term facilities with a nominal amount of approximately US$11,368 (Ps148,807) was<br />
determined to be approximately US$11,357 (Ps148,663), which represents a Level 2 measurement under ASC 820 as there was no<br />
direct measure of the instrument or CEMEX’s default risk. The fair value adjustment required under U.S. GAAP was a decrease in the<br />
liability and a corresponding gain in the reconciliation of net income (loss) to U.S. GAAP in 2009 for approximately US$11 (Ps150);<br />
for 2010 an amortization of Ps38 was recognized. As of December 31, 2010, the fair value of the long term facilities was US$7,093.<br />
Issuance costs and commissions paid, which under MFRS were capitalized as deferred financing costs and are subject to amortization<br />
throughout the life of the instrument, were fully expensed in the reconciliation of net income (loss) to U.S. GAAP in 2009 for<br />
approximately Ps6,016 (US$442). As of December 31, 2010 and 2009, a deferred income tax asset under U.S. GAAP for<br />
approximately Ps1,250 and Ps1,786, respectively, was recognized in connection with the commissions and issuance costs mentioned<br />
above. In the reconciliation of net income (loss) to U.S. GAAP for 2010, the reversal of the amortization of deferred financing costs<br />
recognized under MFRS associated with CEMEX’s debt under the Financing Agreement that were fully expensed under U.S. GAAP in<br />
2010 led to the recognition of an income of approximately Ps1,562.<br />
b) The revolving credit lines retained their original carrying amount of approximately US$3,593 (Ps47,032) in accordance with ASC 470-<br />
50. The provisions of the Financing Agreement increased the borrowing capacity relative to these revolving credit lines and therefore,<br />
previously capitalized borrowing costs, which were not significant, will continue to be amortized throughout the term of the Financing<br />
Agreement. New borrowing costs for approximately Ps811 (US$62) were capitalized as deferred financing costs during 2009 and will<br />
be amortized throughout the term of the Financing Agreement under both MFRS and U.S. GAAP.<br />
Mandatorily Convertible Securities<br />
Under MFRS, the Mandatorily Convertible Securities issued in Mexico on December 10, 2009 for approximately Ps4,126 (US$315) in<br />
exchange for CBs (note 12A), represent a compound instrument which has a liability component and an equity component. The liability<br />
component, which amounted to Ps1,994 and Ps2,090 as of December 31, 2010 and 2009, respectively, represents the net present value of<br />
interest payments on the principal amount, without assuming any early conversion, and was recognized within “Other financial obligations”<br />
(note 12A). The equity component for approximately Ps1,971, net of commissions of Ps65, which represents the difference between the<br />
principal amount and the liability component at the beginning of the transaction was recognized within “Other equity reserves” (note 16B).<br />
F-71