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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, 2015

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

 

 

 

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CEMEX, INC. SAVINGS PLAN

FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2015 AND 2014

(With Report of Independent Registered Public Accounting Firm)

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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, 2015 and 2014			2
Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 2015			3
Notes to Financial Statements			4
SUPPLEMENTAL INFORMATION*
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) - December 31, 2015			15

 

*	Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

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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, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. 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, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule H, line 4(i) - schedule of assets (held at end of year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information 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 supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, 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, supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Doeren Mayhew

Houston, Texas

June 27, 2016

 

 

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CEMEX, INC. SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2015 AND 2014

 

 

		2015				2014
Assets
Investments, at fair value (Notes 3 and 4):
Mutual funds		$	383,499,413			$	389,587,611
Common collective trust funds			209,476,085				228,023,393
Employer stock			16,992,961				30,468,166
Cash equivalents			525,468				289,638
Total investments, at fair value			610,493,927				648,368,808
Receivables:
Notes receivable from Plan participants			30,556,946				30,665,754
Employee contributions receivable			795,733				869,776
Employer contributions receivable			336,093				304,884
Investment trades and other receivables			161,417				175,531
Total receivables			31,850,189				32,015,945
Total assets			642,344,116				680,384,753
Liabilities
Excess contribution refunds			—				30,740
Investment trades and other payables			66,073				27,348
Total liabilities			66,073				58,088
Net assets available for benefits, reflecting investments at fair value			642,278,043				680,326,665
Adjustment from fair value to contract value for fully benefit-responsive stable value fund			(767,728	)			(1,903,085	)
Net assets available for benefits		$	641,510,315			$	678,423,580

See accompanying notes to financial statements.

 

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CEMEX, INC. SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2015

 

 

Additions to net assets:
Contributions:
Participant contributions		$	33,370,363
Employer contributions, net of forfeitures			14,458,386
Rollover contributions			3,127,513
Total contributions			50,956,262
Investment income (loss):
Net depreciation in fair value of investments (Notes 4 and 8)			(33,198,351	)
Dividends and interest (Note 8)			21,177,331
Total investment loss			(12,021,020	)
Interest on notes receivable from Plan participants			1,260,436
Total additions to net assets			40,195,678
Deductions from net assets:
Benefits paid to participants			76,818,717
Administrative fees and expenses (Note 8)			290,226
Total deductions from net assets			77,108,943
Net decrease in net assets available for benefits			(36,913,265	)
Net assets available for benefits:
Beginning of year			678,423,580
End of year		$	641,510,315

See accompanying notes to financial statements.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

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, 2015, 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

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

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.

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.

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, 2015 and 2014, forfeited non-vested accounts totaled $351,556 and $366,711, respectively. During fiscal year 2015, Employer contributions were reduced by $602,635 from forfeited non-vested accounts and forfeitures of $20,574 were used to pay administrative expenses.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 1 - Plan Description (Continued)

 

Benefit Payments

Benefits are payable from participant account balances, subject to certain restrictions, upon termination of employment, retirement, reaching the age of 59 ¹⁄₂, 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, terminated participants with a vested account balance less than or equal to $1,000 will automatically receive a lump sum cash distribution and terminated 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.

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 U.S. generally accepted accounting principles 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.

 

		- 6 -		Continued

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 2 - Significant Accounting Policies (Continued)

 

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 3 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 depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued unpaid interest. Delinquent notes receivable, if any, from participants are reclassified as distributions based upon the terms of the Plan Agreement.

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.

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.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 2 - Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contributions Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. Part I eliminated the requirements that employee benefit plan measure the fair value of fully benefit-responsive investment contracts and provide the related fair value disclosures, rather these contracts will be measured and disclosed only at contract value. Part II eliminated the requirements to disclose the net appreciation/depreciation in fair value of investments by general type and the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits. Part II also simplified the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to disaggregate investments by nature, characteristics and risks. Further, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III is not applicable to the Plan.

ASU 2015-12 is effective for fiscal years beginning after December 15, 2015, with early adoption permitted and retrospective application required. Plan management reviewed ASU 2015-12 and elected to not early implement. Plan management is currently evaluating the impact that will result from implementing ASU 2015-12 and they do not expect that implementation will materially affect the financial statements or its disclosures.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 3 - 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, 2015 and 2014.

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.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 3 - 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, 2015 and 2014.

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, 2015:

 

		Level 1				Level 2				Level 3				Total
Mutual funds:
Target date		$	158,437,402			$	—			$	—			$	158,437,402
Large cap equity			99,226,360				—				—				99,226,360
Fixed income			47,148,861				—				—				47,148,861
International equity			35,312,405				—				—				35,312,405
Small/mid cap equity			27,541,591				—				—				27,541,591
Real estate			15,832,794				—				—				15,832,794
Total mutual funds			383,499,413				—				—				383,499,413
Common collective trust funds:
Fixed income			—				108,333,648				—				108,333,648
Large cap equity			—				67,904,909				—				67,904,909
Small/mid cap equity			—				23,657,511				—				23,657,511
International equity			—				9,580,017				—				9,580,017
Total common collective trust funds			—				209,476,085				—				209,476,085
Employer stock			16,992,961				—				—				16,992,961
Money market funds			524,736				732				—				525,468
Total assets at fair value		$	401,017,110			$	209,476,817			$	—			$	610,493,927

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 3 - 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, 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

Note 4 - Investments

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

 

		2015				2014
Invesco Stable Value Trust		$	103,844,055			$	106,435,834
SSgA S&P 500 Index Fund			67,904,909				77,574,877
Washington Mutual Investors Fund R4			53,301,065				59,855,203
Fidelity Total Bond Fund			47,148,861				*
Growth Fund of America R4			45,925,295				48,210,687
T. Rowe Price Retirement 2020 Fund			32,468,800				*	*
PIMCO Total Return Fund			*				53,829,534

 

*	Not an investment option in the Plan at year end.

**	Does not meet threshold for disclosure.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 4 - Investments (Continued)

 

The following table presents the net appreciation (depreciation) of Plan investments for the year ended December 31, 2015 by investment type:

 

Mutual funds		$	(22,301,610	)
Common collective trust funds			1,870,488
Employer stock			(12,767,229	)
Total net depreciation of investments		$	(33,198,351	)

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.

U.S. generally accepted accounting principles require the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability 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, 2015 and 2014, there are no uncertain positions taken or expected to be taken that would require recognition 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 2012.

Note 6 - 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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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 7 - 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:

 

		2015				2014
Net assets available for benefits per the financial statements		$	641,510,315			$	678,423,580
Benefits payable			(2,582	)			(98,754	)
Fully benefit-responsive investment contract adjustment			767,728				1,903,085
Net assets available for benefits per the Form 5500		$	642,275,461			$	680,227,911

The following is a reconciliation of the net decrease in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2015:

 

Net decrease in net assets available for benefits per the financial statements				$	(36,913,265	)
Less:		Benefits payable at December 31, 2015			(2,582	)
Add:		Benefits payable at December 31, 2014			98,754
Add:		Adjustment to contract value, December 31, 2015			767,728
Less:		Adjustment to contract value, December 31, 2014			(1,903,085	)
Net decrease in net assets available for benefits per the Form 5500				$	(37,952,450	)

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2015:

 

Benefits paid to participants per the financial statements				$	76,818,717
Add:		Benefits payable at December 31, 2015			2,582
Less:		Benefits payable at December 31, 2014			(98,754	)
Benefits paid to participants per the Form 5500				$	76,722,545

Note 8 - Related Party and Party-in-Interest Transactions

Certain Plan investments are in American Depository Shares (ADS), each ADS representing ten ordinary participation certificates (CPO), each CPO which in turn represents two series A and one series B shares of CEMEX, S.A.B. de C.V. The Plan’s transactions involving the ADSs of CEMEX, S.A.B. de C.V. qualify as party-in-interest transactions. However, these transactions are covered by an exemption from the prohibited transaction provisions of ERISA and the IRC. As of December 31, 2015 and 2014, the Plan held 3,050,801 and 2,990,006 ADSs of CEMEX, S.A.B. de C.V., respectively, with a cost basis of $36,300,730 and $38,207,725, respectively.

 

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CEMEX, INC. SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

 

 

 

Note 8 - Related Party and Party-in-Interest Transactions (Continued)

 

During the year ended December 31, 2015, the Plan paid direct compensation to the Trustee of $13,327 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 0.40% 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 9 - Subsequent Events

Effective January 1, 2016, each new Employee will be automatically enrolled in the Plan at a salary deferral rate of 6% 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.

Effective January 1, 2016, the Employer will make matching contributions equal to 80% (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 6% of the participant’s eligible compensation, unless otherwise specified by a collective bargaining agreement.

Management performed an evaluation of subsequent events through June 27, 2016, the date the financial statements were issued, noting no other subsequent events requiring recognition or disclosure in the financial statements.

* * * End of Notes * * *

 

		- 14 -

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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, 2015

 

 

 

(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 Fund

**

$

103,844,055

State Street Global Advisors

SSgA S&P 500 Index Fund

**

67,904,909

American Funds

Washington Mutual Investors Fund R4

**

53,301,065

*

Fidelity

Fidelity Total Bond Fund

**

47,148,861

American Funds

Growth Fund of America R5

**

45,925,295

T. Rowe Price

T. Rowe Price Retirement 2020 Fund

**

32,468,800

T. Rowe Price

T. Rowe Price Retirement 2025 Fund

**

27,609,037

T. Rowe Price

T. Rowe Price Retirement 2030 Fund

**

23,713,436

State Street Global Advisors

SSgA Small Cap Index Fund

**

23,657,511

T. Rowe Price

T. Rowe Price Retirement 2035 Fund

**

20,681,502

American Funds

EuroPacific Growth Fund R5

**

20,598,053

T. Rowe Price

T. Rowe Price Retirement 2040 Fund

**

17,012,172

*

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

American Depository Shares

**

16,992,961

American Century Investments

American Century Real Estate Fund

**

15,832,794

Franklin Templeton Investments

Franklin Balance Sheet Fund

**

15,019,599

Franklin Templeton Investments

Franklin Small Mid-Cap Growth Fund

**

12,521,992

T. Rowe Price

T. Rowe Price Retirement 2015 Fund

**

11,676,136

T. Rowe Price

T. Rowe Price Retirement 2045 Fund

**

10,490,020

State Street Global Advisors

SSgA International Index Fund

**

9,580,017

MFS Fund Distributors, Inc.

MFS International New Discovery Fund R4

**

9,336,053

Lazard Asset Management LLC

Lazard Emerging Markets Equity Institutional Fund

**

5,378,299

T. Rowe Price

T. Rowe Price Retirement 2055 Fund

**

4,162,732

T. Rowe Price

T. Rowe Price Retirement 2005 Fund

**

3,869,680

T. Rowe Price

T. Rowe Price Retirement 2050 Fund

**

3,858,235

State Street Global Advisors

SSgA US Bond Index Fund

**

3,721,865

T. Rowe Price

T. Rowe Price Retirement 2010 Fund

**

2,895,652

Vanguard

Prime Money Market Fund

**

524,736

Participants loans 4.25% to 9.25%;

*

Participant Loans

1-10 year term; payable monthly

**

30,556,946

*

Fidelity

Non-participant Directed Investment Fidelity Cash Reserves Money Market Fund; 732 shares

732

732

$

640,283,145

*	Party-in-interest as defined by ERISA.

**	Cost information is not required as these assets are participant directed.

 

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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.

 

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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 27, 2016, with respect to the audited financial statements of the CEMEX, Inc. Savings Plan as of December 31, 2015 and 2014.

Exhibit 23.1

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 27, 2016, with respect to the statements of net assets available for benefits of CEMEX, Inc. Savings Plan as of December 31, 2015 and 2014, the related statement of changes in net assets available for benefits for the year ended December 31, 2015, and the related supplemental schedule which report appears in the December 31, 2015 annual report on Form 11-K of CEMEX, Inc. Savings Plan.

/s/ Doeren Mayhew

Houston, Texas

June 27, 2016