form11-k.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 11-K

 
 
(Mark One)

 
S
 
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
       
     
For the fiscal year ended     December 31, 2012                                               
       
     
OR
       
 
£
 
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
       
     
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
Garza García, Nuevo León
México 66265

 
 
 

 
 

 

CEMEX, INC. SAVINGS PLAN
 
Financial Statements and
Supplemental Schedule
 
December 31, 2012 and 2011
(With Reports of Independent Registered Public Accounting Firms)




 
 

 
CEMEX, INC. SAVINGS PLAN

Table of Contents

 Page

Reports of Independent Registered Public Accounting Firms
1-3
   
Financial Statements:
 
   
 
Statements of Net Assets Available for Benefits -
 
   
December 31, 2012 and 2011
4
       
 
Statement of Changes in Net Assets Available for Benefits -
 
   
Year Ended December 31, 2012
5
       
 
Notes to Financial Statements
6-14
       
Supplemental Schedule - Schedule H, Line 4(i) - Schedule of Assets
 
   
(Held at End of Year) - December 31, 2012
15


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
 
 
 

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Participants and Administrator of
CEMEX, Inc. Savings Plan:

We have audited the accompanying statement of net assets available for benefits of the CEMEX, Inc. Savings Plan (the Plan) as of December 31, 2012, and the related statement of changes in net assets available for benefits for the year then ended.  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.  The financial statements of the Plan as of December 31, 2011, were audited by other auditors whose report dated June 19, 2012, expressed an unqualified opinion on those statements.       

We conducted our audit 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 audit provides 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, 2012, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

 
 
 

 
1

 

 
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule H, line 4(i) - schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the 2012 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/ DOEREN MAYHEW
Houston, Texas
June 26, 2013
 
 
 
2

 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
Participants and Administrator of
CEMEX, Inc. Savings Plan:
 
In our opinion, the accompanying statement of net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of the CEMEX, Inc. Savings Plan (the Plan) at December 31, 2011 in conformity with generally accepted accounting principles in the United States of America.  This financial statement is the responsibility of the Plan's management.  Our responsibility is to express an opinion on this financial statement based on our audit.  We conducted our audit 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.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement 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 audit provides a reasonable basis for our opinion.
 
/s/ MFR, P.C.
 
June 19, 2012
 
 
 
 
3

 
CEMEX, INC. SAVINGS PLAN

Statements of Net Assets Available for Benefits
December 31, 2012 and 2011


Assets
 
2012
   
2011
 
             
Investments, at fair value:
           
Mutual funds
  $ 322,715,667     $ 273,696,932  
Common collective trust funds
    221,816,038       202,356,908  
Employer stock
    33,135,583       19,360,299  
Cash equivalents
    209,665       276,530  
Total investments, at fair value
    577,876,953       495,690,669  
Receivables:
               
Notes receivable from Plan participants
    30,463,273       29,614,794  
Employee contributions receivable
    682,268       588,156  
Employer contributions receivable
    273,049       233,960  
Investment trades and other receivables
    415,954       536,586  
Total assets
    609,711,497       526,664,165  
                 
Liabilities
               
                 
Excess contribution refunds
    33,698       256,946  
Investment trades and other payables
    61,527       93,257  
Total liabilities
    95,225       350,203  
Net assets available for benefits at fair value
    609,616,272       526,313,962  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (4,707,583 )     (3,742,867 )
Net assets available for benefits
  $ 604,908,689     $ 522,571,095  

 
See accompanying notes to financial statements
 
4

 
CEMEX, INC. SAVINGS PLAN
 
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2012


Additions to net assets:
     
Contributions:
     
Participant contributions
  $ 26,171,078  
Employer contributions
    10,018,657  
Total contributions
    36,189,735  
         
Investment income:
       
Net appreciation in fair value of investments
    63,892,957  
Dividends and interest
    10,652,014  
Total investment income
    74,544,971  
Interest on notes receivable from Plan participants
    1,451,579  
Transfer in from qualified plan
    24,900,251  
Total additions to net assets
    137,086,536  
         
Deductions from net assets:
       
Benefits paid to participants
    54,097,749  
Excess contribution refunds
    33,698  
Administrative fees and expenses
    617,495  
Total deductions from net assets
    54,748,942  
         
Net increase in net assets available for benefits
    82,337,594  
         
Net assets available for benefits:
       
Beginning of year
    522,571,095  
End of year
  $ 604,908,689  
 
 
See accompanying notes to financial statements
 
5

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 1 - Plan Description

General

The Cemex USA Management, Inc. Savings Plan was adopted effective April 1, 1991 for the benefit of the employees of Cemex Management, Inc. (formerly known as Cemex USA Management, Inc.) and its affiliated companies.  Effective January 1, 2001, CEMEX, Inc. (the Sponsor) assumed sponsorship of the Cemex USA Management, Inc. Savings Plan and changed the plan’s name to CEMEX, Inc. Savings Plan (the Plan).  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.

Effective January 1, 2012, Ready Mix, USA,  LLC became an adopting employer of the Plan. In connection therewith, assets of approximately $24,900,000 consisting of cash and investment shares were transferred to the Plan on January 6, 2012.

The following brief description of the Plan is provided for general information purposes only and is as of December 31, 2012, 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 Plan Agreement. Participants should refer to the amended and restated Plan Agreement for a complete description of the Plan's provisions.

Eligibility

Except as otherwise noted, Employees of CEMEX, Inc. and its affiliated companies (collectively, 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 of 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.
 
   
Continued
 
 
6

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 1 - Plan Description (Continued)

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.

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 will make matching contributions equal to 60% (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 will be 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.
 
   
Continued
 
 
7

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


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, 2012 and 2011, forfeited non-vested accounts totaled $204,858 and $695,289, respectively.  During fiscal year 2012, Employer contributions were reduced by $721,356 from forfeited non-vested accounts.

Benefit Payments

Benefits are payable from participant account balances, subject to certain restrictions, upon termination of employment, retirement, reaching the age of 59½ , 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 full shares of CEMEX, S.A.B de C.V. American Depository Shares (CEMEX stock) 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.

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.

 
   
Continued
 
 
8

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 2 - Significant Accounting Policies

Basis of Accounting and Use of Estimates

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.  The preparation of financial statements in conformity 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.

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 Fund.  The statement of changes in net assets available for benefits is presented on a contract value basis.

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.
 
 
   
Continued
 
 
9

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 2 - Significant Accounting Policies (Continued)

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.  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, 2012 and 2011.

Mutual funds and money market funds:  Valued at the net asset value (NAV) of shares held by the Plan at year end.

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 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, 2012.

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, 2012:

   
Level 1
   
Level 2
   
Level 3
   
Total
Mutual funds:
                     
Large cap equity
  $ 86,987,071     $       $       $ 86,987,071
Fixed income
    69,909,026                       69,909,026
Target date funds
    83,788,400                       83,788,400
International equity
    40,451,336                       40,451,336
Small/mid cap equity
    27,162,482                       27,162,482
Real estate
    14,417,352                       14,417,352
Total mutual funds
    322,715,667       -       -       322,715,667
 
 
   
Continued
 
 
10

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 2 - Significant Accounting Policies (Continued)
 
Common collective trust funds:
                     
Fixed income
          132,057,447             132,057,447
Large cap equity
          57,242,045             57,242,045
International equity
          32,516,546             32,516,546
Total common collective trust funds
    -       221,816,038       -       221,816,038
Employer stock
    33,135,583       -       -       33,135,583
Money market funds
    208,394       1,271       -       209,665
Total assets at fair value
  $ 356,059,644     $ 221,817,309     $ -     $ 577,876,953


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, 2011:

   
Level 1
   
Level 2
   
Level 3
   
Total
Mutual funds:
                     
Large cap equity
  $ 79,300,394     $       $       $ 79,300,394
Fixed income
    61,465,293                       61,465,293
Target date funds
    59,974,811                       59,974,811
International equity
    34,508,542                       34,508,542
Small/mid cap equity
    25,674,400                       25,674,400
Real estate
    12,773,492                       12,773,492
Total mutual funds
    273,696,932       -       -       273,696,932
                               
Common collective trust funds:
                             
Fixed income
            127,768,711               127,768,711
Large cap equity
            51,757,219               51,757,219
International equity
            22,830,978               22,830,978
Total common collective trust funds
    -       202,356,908       -       202,356,908
Employer stock
    19,360,299       -       -       19,360,299
Money market funds
    275,387       1,143       -       276,530
Total assets at fair value
  $ 293,332,618     $ 202,358,051     $ -     $ 495,690,669
 
 
   
Continued
 
 
11

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 2 - Significant Accounting Policies (Continued)

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value.  Investments in mutual funds and money market funds are valued at the closing net asset value of shares held at year-end.  Investments in common stock are valued at fair value based on quoted market prices as of the date of the financial statements. The investment in the collective 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.

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.

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 - Federal Income Tax Status

The Plan obtained its latest determination letter on April 13, 2009 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.

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, 2012, 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 2009.

 
   
Continued

 
12

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 4 - Investments

The following investments represent 5% or more of the Plan’s net assets as of December 31:
 
   
2012
   
2011
INVESCO Stable Value Fund
  $ 123,394,168     $ 120,393,239
PIMCO Total Return Fund
    69,909,026       61,465,293
State Street S&P 500 Index Fund
    57,242,045       51,757,219
Washington Mutual Investors Fund
    50,169,641       47,404,598
Growth Fund of America
    36,817,430       31,895,796
CEMEX stock
    33,135,583       *

* Investment does not meet threshold for disclosure.

The following table presents the net appreciation of Plan investments for the year ended December 31, 2012 by investment type:

Mutual funds
  $ 31,597,130
Employer stock
    16,857,801
Common collective trust funds
    15,438,026
Total net appreciation of investments
  $ 63,892,957

Note 5 - 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.

Note 6 - 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:
   
2012
   
2011
 
             
Net assets available for benefits per the financial statements
  $ 604,908,689     $ 522,571,095  
Benefits payable
    (207,987 )     (34,540 )
Adjustment to contract value
    4,707,583       3,742,867  
Net assets available for benefits per the Form 5500
  $ 609,408,285     $ 526,279,422  
 
 
   
Continued
 
 
13

 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2012 and 2011


Note 6 - Reconciliation of Financial Statements to Form 5500 (Continued)

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

Net increase in net assets available for benefits per the financial statements
  $ 82,337,594  
Less: Benefits payable at December 31, 2012
    (207,987 )
Add: Benefits payable at December 31, 2011
    34,540  
Less: Transfer in from qualified plan
    (24,900,251 )
Add: Adjustment to contract value, December 31, 2012
    4,707,583  
Less: Adjustment to contract value, December 31, 2011
    (3,742,867 )
Net increase in net assets available for benefits per the Form 5500
  $ 58,228,612  

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

Benefits paid to participants per the financial statements
  $ 54,097,749  
Add: Benefits payable at December 31, 2012
    207,987  
Less: Benefits payable at December 31, 2011
    (34,540 )
Benefits paid to participants per the Form 5500
  $ 54,271,196  

Note 7 - Party-in-Interest Transactions

Certain Plan investments are American Depository Shares representing common stock of CEMEX, S.A.B. de C.V.  The Plan’s transactions involving the CEMEX stock qualify as party-in-interest transactions.  However, these transactions are covered by an exemption from the prohibited transaction provisions of ERISA and the IRC.

Note 8 - Subsequent Events

Subsequent events have been evaluated through June 26, 2013, which is the date the financial statements were issued.
 
 
14

 
 
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, 2012 

 
(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 Fund; 65,974,246 shares
   
**
  $
123,394,168
   
PIMCO
 
PIMCO Total Return Fund; 6,219,664 shares
   
**
   
69,909,026
   
State Street Global Advisors
 
SSgA S&P 500 Index Fund; 2,000,771 shares
   
**
   
57,242,045
   
American Funds
 
Washington Mutual Investors Fund R4; 1,613,172 shares
   
**
   
50,169,641
   
American Funds
 
Growth Fund of America R4; 1,078,741 shares
   
**
   
36,817,430
*
 
CEMEX, S.A.B de C.V.
 
American Depository Shares; 3,357,202 shares
   
**
   
33,135,583
   
State Street Global Advisors
 
SSgA Russell 2000 Index Fund; 745,631 shares
   
**
   
22,946,784
   
American Funds
 
EuroPacific Growth Fund R4; 533,712 shares
   
**
   
21,604,649
   
T. Rowe Price
 
T. Rowe Price Retirement 2020 Fund; 975,262 shares
   
**
   
17,437,680
   
Franklin Templeton Investments
 
Franklin Balance Sheet Fund; 390,770 shares
   
**
   
16,455,317
   
American Century Investments
 
American Century Real Estate Fund; 611,942 shares
   
**
   
14,417,352
   
T. Rowe Price
 
T. Rowe Price Retirement 2025 Fund; 949,344 shares
   
**
   
12,455,389
   
T. Rowe Price
 
T. Rowe Price Retirement 2030 Fund; 632,449 shares
   
**
   
11,965,943
   
Franklin Templeton Investments
 
Franklin Small Mid-Cap Growth Fund; 315,566 shares
   
**
   
10,707,164
   
T. Rowe Price
 
T. Rowe Price Retirement 2015 Fund; 818,966 shares
   
**
   
10,548,284
   
State Street Global Advisors
 
SSgA Daily EAFE Index Fund; 535,461 shares
   
**
   
  9,569,762
   
Lazard Asset Management LLC
 
Lazard Emerging Markets Equity Institutional Fund; 484,650 shares
   
**
   
  9,470,071
   
MFS Fund Distributors, Inc.
 
MFS International New Discovery Fund R4; 391,345 shares
   
**
   
  9,376,616
   
T. Rowe Price
 
T. Rowe Price Retirement 2035 Fund; 645,714 shares
   
**
   
  8,639,653
   
T. Rowe Price
 
T. Rowe Price Retirement 2040 Fund; 388,556 shares
   
**
   
  7,417,534
   
T. Rowe Price
 
T. Rowe Price Retirement 2045 Fund; 374,790 shares
   
**
   
  4,763,575
   
T. Rowe Price
 
T. Rowe Price Retirement 2010 Fund; 268,336 shares
   
**
   
  4,419,496
   
T. Rowe Price
 
T. Rowe Price Retirement Income Fund; 302,083 shares
   
**
   
  4,214,054
   
State Street Global Advisors
 
SSgA Bond Market Index Fund; 248,146 shares
   
**
   
  3,955,695
   
T. Rowe Price
 
T. Rowe Price Retirement 2050 Fund; 87,015 shares
   
**
   
     927,577
   
T. Rowe Price
 
T. Rowe Price Retirement 2055 Fund; 55,617 shares
   
**
   
     586,201
   
T. Rowe Price
 
T. Rowe Price Retirement 2005 Fund; 34,021 shares
   
**
   
     413,016
   
Vanguard
 
Prime Money Market Fund; 208,394 shares
   
**
   
     208,394
*
 
Notes receivable from participants
 
4.25% to 9.75%; 1-5 year term; payable monthly
   
**
   
30,463,273
                     
       
Non-participant Directed Investment
           
                     
*
 
Fidelity
 
Fidelity Cash Reserves Money Market Fund; 1,271 shares
  $
1,271
   
1,271
                     
                  $
603,632,643
 
*     Party-in-interest as defined by ERISA.
**   Cost information is not required as these assets are participant directed.
 
 
15

 
 
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 hereunto duly authorized.


 
CEMEX, INC. SAVINGS PLAN
       
       
       
 
By:
 
/s/ Frank E. Angelle
Date: June 26, 2013    
Name:  Frank E. Angelle
     
Title:  Executive Vice President, Human Resources and Communications and Chairman of the Plan Committee

 
 

 
 
 

 
 
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, 2013, with respect to the audited financial statements of the CEMEX, Inc. Savings Plan as of December 31, 2012.
     
23.2   
Consent of MFR, P.C. 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 19, 2012, with respect to the audited financial statement of the CEMEX, Inc. Savings Plan as of December 31, 2011.