Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 11-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

(No fee required, effective October 7, 1996)

For the fiscal year ended December 31, 2014

Or

 

¨ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

(No fee required)

For the transition period from                      to                     

Commission file number 1-14946

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CEMEX, Inc. Savings Plan

929 Gessner Rd.

Suite 1900

Houston, Texas 77024

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CEMEX, S.A.B. de C.V.

Avenida Ricardo Margáin Zozaya #325

Colonia Valle del Campestre

San Pedro Garza García, Nuevo León

México 66265

 

 

 


Table of Contents

CEMEX, INC. SAVINGS PLAN

FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2014 AND 2013

(With Report of Independent Registered Public Accounting Firm)


Table of Contents

CEMEX, INC. SAVINGS PLAN

TABLE OF CONTENTS

 

 

 

     Page  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1   

FINANCIAL STATEMENTS

  

Statements of Net Assets Available for Benefits - December 31, 2014 and 2013

     2   

Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 2014

     3   

Notes to Financial Statements

     4   

SUPPLEMENTAL SCHEDULE

  

Supplemental Schedule - Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) - December  31, 2014

     14   
The following schedules required by the Department of Labor’s Rules and Regulations are omitted because of the absence of conditions under which they are required:   

Schedule G, Part I - Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible

  

Schedule G, Part II - Schedule of Leases in Default or Classified as Uncollectible

  

Schedule G, Part III - Nonexempt Transactions

  

Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions

  

Schedule H, Line 4(i) - Schedule of Assets (Acquired and Disposed of Within the Plan Year)

  

Schedule H, Line 4(j) - Schedule of Reportable Transactions

  


Table of Contents

LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Participants and Administrator

of CEMEX, Inc. Savings Plan

We have audited the accompanying statements of net assets available for benefits of the CEMEX, Inc. Savings Plan (the Plan) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule H, line 4(i) - schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The schedule of assets (held at end of year) is the responsibility of the Plan’s management. Our audit procedures included determining whether the schedule of assets (held at end of year) reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the schedule of assets (held at end of year). In forming our opinion on the schedule of assets (held at end of year), we evaluated whether the schedule of assets (held at end of year), including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the schedule of assets (held at end of year) is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Doeren Mayhew

Houston, Texas

June 26, 2015

 

LOGO

 

- 1 -


Table of Contents

CEMEX, INC. SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2014 AND 2013

 

 

     2014     2013  

Assets

    

Investments, at fair value (Notes 4 and 6):

    

Mutual funds

   $ 389,587,611      $ 366,590,615   

Common collective trust funds

     228,023,393        231,657,970   

Employer stock

     30,468,166        37,181,343   

Cash equivalents

     289,638        222,720   
  

 

 

   

 

 

 

Total investments, at fair value

  648,368,808      635,652,648   
  

 

 

   

 

 

 

Receivables:

Notes receivable from Plan participants

  30,665,754      29,388,187   

Employee contributions receivable

  869,776      422,854   

Employer contributions receivable

  304,884      150,051   

Investment trades and other receivables

  175,531      193,941   
  

 

 

   

 

 

 

Total receivables

  32,015,945      30,155,033   
  

 

 

   

 

 

 

Total assets

  680,384,753      665,807,681   
  

 

 

   

 

 

 

Liabilities

Excess contribution refunds

  30,740      36,224   

Investment trades and other payables

  27,348      29,013   
  

 

 

   

 

 

 

Total liabilities

  58,088      65,237   
  

 

 

   

 

 

 

Net assets available for benefits, reflecting investments at fair value

  680,326,665      665,742,444   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

  (1,903,085   (1,412,275
  

 

 

   

 

 

 

Net assets available for benefits

$ 678,423,580    $ 664,330,169   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

- 2 -


Table of Contents

CEMEX, INC. SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2014

 

 

Additions to net assets:

Contributions:

Participant contributions

$ 30,418,529   

Employer contributions, net of forfeitures

  13,364,948   

Rollover contributions

  1,156,699   
  

 

 

 

Total contributions

  44,940,176   
  

 

 

 

Investment income (Note 9):

Net appreciation in fair value of investments (Note 6)

  10,203,389   

Dividends and interest

  22,288,758   
  

 

 

 

Total investment income

  32,492,147   
  

 

 

 

Interest on notes receivable from Plan participants

  1,261,099   
  

 

 

 

Total additions to net assets

  78,693,422   
  

 

 

 

Deductions from net assets:

Benefits paid to participants

  64,168,965   

Administrative fees and expenses (Note 9)

  431,046   
  

 

 

 

Total deductions from net assets

  64,600,011   
  

 

 

 

Net increase in net assets available for benefits

  14,093,411   

Net assets available for benefits:

Beginning of year

  664,330,169   
  

 

 

 

End of year

$ 678,423,580   
  

 

 

 

See accompanying notes to financial statements.

 

- 3 -


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 1 - Plan Description

General

The CEMEX, Inc. Savings Plan (the Plan) is a defined contribution plan of CEMEX, Inc. (the Sponsor) and its affiliated companies. The Plan is intended to qualify under section 401(a) of the Internal Revenue Code (IRC) as a profit sharing plan with a 401(k) feature. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

The following brief description of the Plan is provided for general information purposes only and is as of December 31, 2014, unless otherwise noted. The capitalized words and phrases used in the following subsections of this note shall have the meanings as set forth in the amended and restated Plan Agreement (the Plan Agreement). Participants should refer to the Plan Agreement for a complete description of the Plan’s provisions.

Eligibility

Except as otherwise noted, effective June 1, 2013, Employees of CEMEX, Inc. and its affiliated companies (collectively, the Employer) that have adopted the Plan are eligible to participate in the Plan on the Employee’s date of hire. Prior to June 1, 2013, Employees of the Employer that have adopted the Plan are eligible to participate in the Plan on the first day of the calendar month following the Employee’s date of hire. All Employees who are covered by a collective bargaining agreement shall be excluded from participating in the Plan, unless the collective bargaining agreement requires that the Employer include such Employees in this Plan. Any Employee who is notified that he is eligible to participate in a foreign retirement plan maintained by CEMEX, Inc., or any company in any country operating under the parent company (CEMEX, S.A.B. de C.V.), shall be ineligible to participate in this Plan as of the first day of the month following the month he or she is notified of his or her eligibility to participate in such foreign retirement plan. The employee shall remain ineligible until the first day of the month following the month he or she is notified that he or she is no longer eligible to participate in such foreign retirement plan. Any employee who is a nonresident alien with no United States source income, working outside the United States, is a leased employee, or an individual contractor, shall be excluded from participating in the Plan.

Each new Employee is automatically enrolled in the Plan at a salary deferral rate of 5% following ninety days of service. Prior to new participants’ initial salary deferrals, participants will have the option to opt out of the Plan or to increase their salary deferral rate.

 

- 4 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 1 - Plan Description (Continued)

 

Contributions

Employees may make voluntary contributions of up to 40% of eligible compensation on a before-tax basis and an additional 18% of eligible compensation on an after-tax basis, subject to IRC limitations. Participants who are or will attain age 50 years old or older before the close of the Plan’s year are eligible to make a catch-up contribution in accordance with section 414(v) of the IRC. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants may direct their contributions into Employer stock, mutual funds, and common collective trust funds with various investment objectives and strategies.

Effective January 1, 2014, the Employer makes matching contributions equal to 70% (or such higher percentage as may be determined by the Employer’s Board of Directors) of the participant’s before-tax contributions, which do not exceed 5% of the participant’s eligible compensation, unless otherwise specified by a collective bargaining agreement. The matching contributions are invested in accordance with the participant’s existing investment elections.

Contributions to the Plan are made in cash.

Participant Accounts

Separate accounts are maintained for each participant. Participant accounts are credited with the participant’s contribution and allocations of the Employer’s contributions and Plan earnings. Allocations are based on each participant’s earnings or account balance, as defined in the Plan Agreement. Each participant is entitled to the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their employee and rollover contributions plus actual earnings thereon. Vesting in the Employer’s matching and discretionary minimum contribution portion of their accounts plus earnings thereon is based on years of Active Service, among other things, and is further defined in the Plan Agreement. The maximum years of Active Service required for 100% vesting is five years.

 

- 5 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 1 - Plan Description (Continued)

 

Forfeitures

Forfeited amounts are first used to restore forfeited amounts for participants who have previously terminated but qualify for restoration under the terms of the Plan Agreement. If any amount remains after that allocation, it may be used to reduce Employer contributions or pay expenses of administering the Plan. At December 31, 2014 and 2013, forfeited non-vested accounts totaled $366,711 and $343,307, respectively. During fiscal year 2014, Employer contributions were reduced by $489,527 from forfeited non-vested accounts and forfeitures of $19,199 were used to pay administrative expenses.

Benefit Payments

Benefits are payable from participant account balances, subject to certain restrictions, upon termination of employment, retirement, reaching the age of 59 12 , or by incurring a death, disability or financial hardship, as defined in the Plan Agreement. Participants elect the method of distribution which may be either in the form of a direct rollover to an eligible retirement plan, lump sum payment or, if in excess of $5,000, payment over a period of time not to exceed the shorter of 10 years or certain life expectancies as defined in the Plan Agreement. Participants may elect that their portion of account balances invested in American Depository Shares of CEMEX, S.A.B de C.V. be distributed in-kind.

Unless timely election is made, participants with a vested account balance less than or equal to $1,000 will automatically receive a lump sum cash distribution and participants with a vested account balance less than or equal to $5,000 but larger than $1,000 will automatically receive a direct rollover to an IRA designated by the Benefits Committee.

Notes Receivable from Participants

A participant may obtain a loan from his or her separate account balance. Each loan is evidenced by a promissory note and may not be less than $1,000. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with commercial prevailing rates as determined by the Administrator. Provisions of the Plan require the aggregate of each loan outstanding not to exceed the lesser of $50,000 or 50% of the participant’s vested account balance. Repayment terms for loans are not to exceed five years and principal and interest is paid ratably through payroll deductions. A participant may only have two loans outstanding at the same time.

 

- 6 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 2 - Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on an accrual basis and present the net assets available for benefits and changes in those net assets in accordance with U.S. generally accepted accounting principles. As required, the statements of net assets available for benefits present investments at fair value as well as an additional line item showing an adjustment from fair value to contract value for the fully benefit-responsive investment contracts held by the Invesco Stable Value Trust. The statement of changes in net assets available for benefits is presented on a contract value basis.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Benefit Payments

Benefits are recorded when paid.

Administrative Expenses

Expenses incurred in connection with the purchase or sale of securities are charged against the investment funds whose assets are involved in such transactions. Loan fees are paid by the borrowing participant. Legal, accounting and certain administrative costs of the Plan are paid by the Employer.

Note 3 - Plan Termination

Although no interest has been expressed, the Sponsor has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their Employer contributions account. Participant contributions are always 100% vested.

 

- 7 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 4 - Fair Value Measurements

FASB ASC 820 provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2: Inputs to the valuation methodology include:

•    Quoted prices for similar assets or liabilities in active markets;

•    Quoted prices for identical or similar assets or liabilities in inactive markets;

•    Inputs other than quoted prices that are observable for the asset or liability; and

•    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.

Mutual funds and money market funds: Valued at the daily closing price as reported by the fund. These funds are open-ended and are registered with the SEC, whereby they are required to publish their daily net asset value (NAV) and transact at that price. The funds held by the Plan are deemed to be actively traded.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Common collective trust funds: Valued at the fair value of the underlying securities. The investment in the Invesco Stable Value Trust (stable value fund) is valued at contract value as determined by the issuer based on the cost of the underlying investments plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on the present value of the contract’s expected cash flows, discounted by current market interest rates for like-duration and like-quality investments.

 

- 8 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 4 - Fair Value Measurements (Continued)

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The Plan’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1 and 2 as of December 31, 2014 and 2013.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured on a recurring basis at fair value as of December 31, 2014:

 

     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Target date

   $ 137,107,061       $ —         $ —         $ 137,107,061   

Large cap equity

     108,065,891         —           —           108,065,891   

Fixed income

     53,829,534         —           —           53,829,534   

International equity

     40,045,421         —           —           40,045,421   

Small/mid cap equity

     32,636,629         —           —           32,636,629   

Real estate

     17,903,075         —           —           17,903,075   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mutual funds

  389,587,611      —        —        389,587,611   
  

 

 

    

 

 

    

 

 

    

 

 

 

Common collective trust funds:

Fixed income

  —        111,507,017      —        111,507,017   

Large cap equity

  —        77,574,877      —        77,574,877   

International equity

  —        38,941,499      —        38,941,499   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total common collective trust funds

  —        228,023,393      —        228,023,393   
  

 

 

    

 

 

    

 

 

    

 

 

 

Employer stock

  30,468,166      —        —        30,468,166   
  

 

 

    

 

 

    

 

 

    

 

 

 

Money market funds

  288,788      850      —        289,638   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

$ 420,344,565    $ 228,024,243    $ —      $ 648,368,808   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 9 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 4 - Fair Value Measurements (Continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured on a recurring basis at fair value as of December 31, 2013:

 

     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Target date

   $ 112,837,299       $ —         $ —         $ 112,837,299   

Large cap equity

     105,669,369         —           —           105,669,369   

Fixed income

     56,522,893         —           —           56,522,893   

International equity

     43,813,164         —           —           43,813,164   

Small/mid cap equity

     33,934,016         —           —           33,934,016   

Real estate

     13,813,874         —           —           13,813,874   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mutual funds

  366,590,615      —        —        366,590,615   
  

 

 

    

 

 

    

 

 

    

 

 

 

Common collective trust funds:

Fixed income

  —        119,677,092      —        119,677,092   

Large cap equity

  —        71,780,103      —        71,780,103   

International equity

  —        40,200,775      —        40,200,775   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total common collective trust funds

  —        231,657,970      —        231,657,970   
  

 

 

    

 

 

    

 

 

    

 

 

 

Employer stock

  37,181,343      —        —        37,181,343   
  

 

 

    

 

 

    

 

 

    

 

 

 

Money market funds

  221,869      851      —        222,720   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

$ 403,993,827    $ 231,658,821    $ —      $ 635,652,648   
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 5 - Federal Income Tax Status

The Plan obtained its latest determination letter on March 25, 2014 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

 

- 10 - Continued


Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 5 - Federal Income Tax Status (Continued)

 

Accounting principles generally accepted in the United States of America require the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress for the Plan. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2011.

Note 6 - Investments

The following investments represent 5% or more of the Plan’s net assets as of December 31:

 

     2014      2013  

Invesco Stable Value Trust

   $ 106,435,834       $ 115,291,371   

SSgA S&P 500 Index Fund

     77,574,877         71,780,103   

Washington Mutual Investors Fund R4

     59,855,203         58,507,286   

PIMCO Total Return Fund

     53,829,534         56,522,893   

Growth Fund of America R4

     48,210,687         47,162,083   

CEMEX stock

     *         37,181,343   
  

 

 

    

 

 

 

 

* Does not meet threshold for disclosure.

The following table presents the net appreciation (depreciation) of Plan investments for the year ended December 31, 2014 by investment type:

 

Mutual funds

$ 1,527,123   

Common collective trust funds

  11,873,702   

Employer stock

  (3,197,436
  

 

 

 

Total net appreciation of investments

$ 10,203,389   
  

 

 

 

Note 7 - Risks and Uncertainties

The Plan provides for investment in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

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Table of Contents

CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 8 - Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     2014      2013  

Net assets available for benefits per the financial statements

   $ 678,423,580       $ 664,330,169   

Benefits payable

     (98,754      (27,386

Fully benefit-responsive investment contract adjustment

     1,903,085         1,412,275   
  

 

 

    

 

 

 

Net assets available for benefits per the Form 5500

$ 680,227,911    $ 665,715,058   
  

 

 

    

 

 

 

The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2014:

 

Net increase in net assets available for benefits per the financial statements

$ 14,093,411   
Less: Benefits payable at December 31, 2014   (98,754
Add: Benefits payable at December 31, 2013   27,386   
Add: Adjustment to contract value, December 31, 2014   1,903,085   
Less: Adjustment to contract value, December 31, 2013   (1,412,275
    

 

 

 

Net increase in net assets available for benefits per the Form 5500

$ 14,512,853   
    

 

 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2014:

 

Benefits paid to participants per the financial statements

$ 64,168,965   

Add:

Benefits payable at December 31, 2014   98,754   

Less:

Benefits payable at December 31, 2013   (27,386
    

 

 

 

Benefits paid to participants per the Form 5500

$ 64,240,333   
    

 

 

 

Note 9 - Related Party and Party-in-Interest Transactions

Certain Plan investments are in American Depository Shares of CEMEX, S.A.B. de C.V. (“ADS”), each ADS representing 10 ordinary participation certificates (“CPO”), each CPO in turn represents two series A shares and one series B share of CEMEX, S.A.B. de C.V. The Plan’s transactions involving the ADSs qualify as party-in-interest transactions. However, these transactions are covered by an exemption from the prohibited transaction provisions of ERISA and the IRC.

 

- 12 - Continued


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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

 

Note 9 - Related Party and Party-in-Interest Transactions (Continued)

 

During the year ended December 31, 2014, the Plan paid direct compensation to the Trustee of $153,756 related to recordkeeping and administration services. Indirect compensation (that is netted against investment income on the statement of changes in net assets available for benefits) was paid to the Trustee of 0.15% of the balance of certain investment funds. The Plan has entered into a revenue sharing agreement with the Trustee, with such amounts used to pay certain administrative expenses of the Plan.

Note 10 - Subsequent Events

Management performed an evaluation of subsequent events through June 26, 2015, the date the financial statements were issued, noting no subsequent events requiring recognition or disclosure in the financial statements.

* * * End of Notes * * *

 

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Supplemental Schedule H, Line 4(i)

Plan Sponsor No. 72-0296500

Plan No. 001

CEMEX, INC. SAVINGS PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2014

 

 

 

(a)    (b)    (c)    (d)      (e)  

            

  

Identity of issue, borrower, lessor,

or similar party

  

Description of investment including maturity date,

rate of interest, collateral, par or maturity value

   Cost      Current
value
 
  

Invesco National Trust Company

   Invesco Stable Value Trust      **       $ 106,435,834   
  

State Street Global Advisors

   SSgA S&P 500 Index Fund      **         77,574,877   
  

American Funds

   Washington Mutual Investors Fund R4      **         59,855,203   
  

PIMCO

   PIMCO Total Return Fund      **         53,829,534   
  

American Funds

   Growth Fund of America R4      **         48,210,687   

*

  

CEMEX, S.A.B de C.V.

   American Depository Shares      **         30,468,166   
  

T. Rowe Price

   T. Rowe Price Retirement 2020 Fund      **         28,863,650   
  

State Street Global Advisors

   SSgA Russell 2000 Index Fund      **         28,470,489   
  

American Funds

   EuroPacific Growth Fund R4      **         22,462,976   
  

T. Rowe Price

   T. Rowe Price Retirement 2025 Fund      **         21,260,304   
  

T. Rowe Price

   T. Rowe Price Retirement 2030 Fund      **         20,632,837   
  

Franklin Templeton Investments

   Franklin Balance Sheet Fund      **         19,156,037   
  

American Century Investments

   American Century Real Estate Fund      **         17,903,075   
  

T. Rowe Price

   T. Rowe Price Retirement 2035 Fund      **         17,230,774   
  

T. Rowe Price

   T. Rowe Price Retirement 2040 Fund      **         14,634,594   
  

Franklin Templeton Investments

   Franklin Small Mid-Cap Growth Fund      **         13,480,591   
  

T. Rowe Price

   T. Rowe Price Retirement 2015 Fund      **         13,394,593   
  

State Street Global Advisors

   SSgA Daily EAFE Index Fund      **         10,471,010   
  

MFS Fund Distributors, Inc.

   MFS International New Discovery Fund R4      **         9,909,273   
  

T. Rowe Price

   T. Rowe Price Retirement 2045 Fund      **         8,639,630   
  

Lazard Asset Management LLC

   Lazard Emerging Markets Equity Institutional Fund      **         7,673,171   
  

T. Rowe Price

   T. Rowe Price Retirement Income Fund      **         4,418,359   
  

State Street Global Advisors

   SSgA Bond Market Index Fund      **         3,168,098   
  

T. Rowe Price

   T. Rowe Price Retirement 2055 Fund      **         2,835,029   
  

T. Rowe Price

   T. Rowe Price Retirement 2050 Fund      **         2,723,925   
  

T. Rowe Price

   T. Rowe Price Retirement 2010 Fund      **         2,247,655   
  

Vanguard

   Prime Money Market Fund      **         288,788   
  

T. Rowe Price

   T. Rowe Price Retirement 2005 Fund      **         225,714   

*

  

Notes receivable from participants

   4.25% to 9.50%; 1-9 year term; payable monthly      **         30,665,754   

*

  

Fidelity

  

Non-participant Directed Investment

Fidelity Cash Reserves Money Market Fund; 850 shares

     850         850   
           

 

 

 
$ 677,131,477   
           

 

 

 
* Party-in-interest as defined by ERISA.
** Cost information is not required as these assets are participant directed.

 

- 14 -


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CEMEX, INC. SAVINGS PLAN
By:

/s/ Guillermo Martínez-Sans

Name: Guillermo Martínez-Sans
Title: Executive Vice President, Human
Resources and Communications and Chairman of the Plan Committee
Date:

June 26, 2015


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EXHIBIT INDEX

 

Exhibit
No.

  

Description

23.1    Consent of Doeren Mayhew to the incorporation by reference into the Registration Statement (File No. 333-83962) on Form S-8 of CEMEX, S.A.B. de C.V. of its report, dated June 26, 2015, with respect to the audited financial statements of the CEMEX, Inc. Savings Plan as of December 31, 2014 and 2013.
Exhibit 23.1

Exhibit 23.1

 

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (No. 333-83962) on Form S-8 of CEMEX, S.A.B. de C.V. of our report dated June 26, 2015, with respect to the statements of net assets available for benefits of CEMEX, Inc. Savings Plan as of December 31, 2014 and 2013, the related statement of changes in net assets available for benefits for the year ended December 31, 2014, and the related supplemental schedule which report appears in the December 31, 2014 annual report on Form 11-K of CEMEX, Inc. Savings Plan.

/s/ Doeren Mayhew

Houston, Texas

June 26, 2015

 

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