cx_11k.htm
 

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, 2011
     
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
 
Garza García, Nuevo León
 
México 66265


 
 
 










CEMEX, INC. SAVINGS PLAN
 

Financial Statements and
Supplemental Schedule

December 31, 2011 and 2010
(With Report of Independent Registered Public Accounting Firm)






 
 
 

 
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, 2011 and 2010
2
     
 
Statement of Changes in Net Assets Available for Benefits -
  
 
Year Ended December 31, 2011
3
     
 
Notes to Financial Statements
4-11
     
Supplemental Schedule - Schedule H, Line 4(i) - Schedule of Assets
  
 
(Held at End of Year) - December 31, 2011
12


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 statements of net assets available for benefits of the CEMEX, Inc. Savings Plan (the Plan) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011.  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, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with generally accepted accounting principles in the United States of America.

Our audits were 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, 2011 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 2011 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/ MFR, P.C.
 
 

June 19, 2012


 
1
 

 
CEMEX, INC. SAVINGS PLAN
 
Statements of Net Assets Available for Benefits
December 31, 2011 and 2010

             
             
Assets
  
2011
    
2010
  
             
Investments, at fair value:
            
Mutual funds
   $ 273,696,932       298,605,117  
Common collective trust funds
     202,356,908       218,953,988  
Employer stock
     19,360,299       36,262,139  
Cash equivalents
     276,530       104,319  
                 
Total investments, at fair value
     495,690,669       553,925,563  
                 
Receivables:
                
Notes receivable from Plan participants
     29,614,794       31,319,877  
Employee contributions receivable
     588,156       594,417  
Employer contributions receivable
     233,960       232,742  
Investment trades and other receivables
     536,586       770,511  
                 
Total assets
     526,664,165       586,843,110  
                 
Liabilities
                
                 
Excess contribution refunds
     256,946       72,410  
Investment trades and other payables
     93,257       32,540  
                 
Total liabilities
     350,203       104,950  
                 
Net assets available for benefits at fair value
     526,313,962       586,738,160  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     (3,742,867 )     (3,623,824 )
                 
Net assets available for benefits
   $ 522,571,095       583,114,336  
                 
See accompanying notes to financial statements.
                


 
2
 


CEMEX, INC. SAVINGS PLAN
 
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2011

       
       
Additions to net assets:
      
Contributions:
      
Participant contributions
   $ 22,540,367  
Employer contributions
     9,011,598  
         
Total contributions
     31,551,965  
         
Investment income:
        
Net depreciation in fair value of investments
     (25,052,024 )
Dividends and interest
     8,206,191  
         
Total investment income
     (16,845,833 )
         
Interest on notes receivable from Plan participants
     1,733,901  
         
Total additions to net assets
     16,440,033  
         
Deductions from net assets:
        
Benefits paid to participants
     75,931,095  
Excess contribution refunds
     256,946  
Administrative fees and expenses
     795,233  
         
Total deductions from net assets
     76,983,274  
         
Net decrease in net assets available for benefits
     (60,543,241 )
         
Net assets available for benefits:
        
Beginning of year
     583,114,336  
         
End of year
   $ 522,571,095  
         
         
         
See accompanying notes to financial statements.
        
 

 
3
 
 
 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements
December 31, 2011 and 2010

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 October 1, 2010, the Sponsor entered into a Trust Agreement (the Agreement) with Fidelity Management Trust Company (the Trustee).  In connection therewith, assets of approximately $556,707,000 were transferred to the Trustee from Charles Schwab Trust Company.
   
 
The following brief description of the Plan is provided for general information purposes only and is as of December 31, 2011, 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.
   
 
Effective January 1, 2010, except as otherwise noted, the Plan was amended so that each new Employee will be 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 direct the investment of their participant contributions into various investment options offered by the Plan.



 
4
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, Continued


 
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.
   
 
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, 2011 and 2010, forfeited non-vested accounts totaled $695,289 and $808,353, respectively.  During fiscal year 2011, Employer contributions were reduced by $206,537 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.


 
 
5
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, Continued


 
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 monthly payroll deductions.  Repayment terms may be up to ten years if the loan is taken for the purchase of a primary residence.  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.
   
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 investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value for the INVESCO Stable Value Fund.  The statement of changes in net assets available for benefits is presented on a contract value basis.
   
 
New accounting pronouncements
   
 
In January 2010, the FASB released accounting guidance that requires new fair value measurement classification disclosures and clarifies existing disclosures.  The guidance requires disclosures about transfer into and out of Levels 1 and 2 of the fair value hierarchy, and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements.  It also clarifies the existing fair value disclosures regarding valuation techniques, inputs used in those valuation models and at what level of detail fair value disclosures should be provided.  The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disaggregation of the Level 3 activity, which is effective for interim and annual periods beginning after December 15, 2010.  The Plan’s disclosures reflect the adoption of this guidance.



 
6
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, Continued


In May 2011, the FASB released accounting guidance that requires new fair value measurement classification disclosures and clarifies existing disclosures.  The guidance requires disclosures about the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2.  It also clarifies the existing fair value disclosures regarding measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements.  Furthermore, the guidance requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs.  The new guidance is effective for reporting periods beginning after December 15, 2011.  The adoption will not have a material effect on the statement of net assets available for benefits and statement of changes in net assets available for benefits.  Plan management has not determined the impact on the disclosures in the financial statements.

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.  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, 2011 and 2010.

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


 
7
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, 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 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  


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, 2010:

     
Level 1
    
Level 2
    
Level 3
    
Total
  
 
Mutual funds:
                        
 
Large cap equity
   $ 86,902,067                   86,902,067  
 
Fixed income
     65,736,998                   65,736,998  
 
Target date funds
     58,778,245                   58,778,245  
 
International equity
     44,620,320                   44,620,320  
 
Small/mid cap equity
     30,469,676                   30,469,676  
 
Real estate
     12,097,811                   12,097,811  
 
Total mutual funds
     298,605,117       -       -       298,605,117  
 
Common collective trust funds:
                                
 
Fixed income
             134,442,140               134,442,140  
 
Large cap equity
             56,972,263               56,972,263  
 
International equity
             27,539,585                27,539,585  
 
Total common collective trust funds
             218,953,988       -       218,953,988  
 
Employer stock
     36,262,139                       36,262,139  
 
Money market funds
     103,240       1,079               104,319  
 
Total assets at fair value
     334,970,496       218,955,067               553,925,563  



 
8
 
 
 
CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, 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.
   
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.
   
 
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, 2011, 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 2008.



 
9
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, Continued


4.
Investments
   
 
The following investments represent 5% or more of the Plan’s net assets as of December 31:

     
2011
    
2010
  
 
INVESCO Stable Value Fund
   $ 120,393,239       126,629,670  
 
PIMCO Total Return Fund
     61,465,293       65,736,998  
 
State Street S&P 500 Index Fund
     51,757,219       56,972,263  
 
Washington Mutual Investors Fund
     47,404,598       49,215,277  
 
Growth Fund of America
     31,895,796       37,686,790  
 
CEMEX stock
     *       36,262,139  

 
* Investment does not meet threshold for disclosure.
   
 
The following table presents the net appreciation (depreciation) of Plan investments for the year ended December 31, 2011 by investment type:

 
Mutual funds
$(11,540,743)
  
 
Common collective trust funds
  2,597,416
  
 
Employer stock
(16,108,697)
  
 
Total net depreciation of investments
$(25,052,024)
  

5.
Risks and Uncertainties
   
 
The Plan provides for investment in a 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.
   
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:

     
2011
    
2010
  
               
 
Net assets available for benefits per the financial statements
   $ 522,571,095       583,114,336  
 
Benefits payable
     (34,540 )     (19,015 )
 
Adjustment to contract value
     3,742,867       3,623,824  
 
Net assets available for benefits per the Form 5500
   $ 526,279,422       586,719,145  
 
 
 
10
 

CEMEX, INC. SAVINGS PLAN

Notes to Financial Statements, Continued


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

 
Net decrease in net assets available for
      
 
benefits per the financial statements
   $ (60,543,241 )
 
Less: Benefits payable at December 31, 2011
     (34,540 )
 
Add: Benefits payable at December 31, 2010
     19,015  
 
Less: Adjustment to contract value, December 31, 2011
     3,742,867  
 
Add: Adjustment to contract value, December 31, 2010
      (3,623,824 )
 
Net decrease in net assets available for
        
 
benefits per the Form 5500
   $ (60,439,723 )

The following is a reconciliation of benefits paid to participants per the 2011 financial statements to the Form 5500:

 
Benefits paid to participants per the
      
 
financial statements
   $ 75,931,095  
 
Add: Benefits payable at December 31, 2011
     34,540  
 
Less: Benefits payable at December 31, 2010
     (19,015 )
 
Benefits paid to participants per the Form 5500
   $ 75,946,620  

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.
   
8.
Subsequent Events
   
 
Effective January 1, 2012, Ready Mix, USA, LLC became an adopting employer of the Plan.  In connection therewith, assets of approximately $24,875,000 were transferred to the Plan on January 6, 2012.
   
 
Subsequent events have been evaluated through June 19, 2012, which is the date the financial statements were issued.



 
11
 

 
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, 2011

                     
(a)
  
(b)
  
(c)
  
(d)
    
(e)
  
   
Identity of issue, borrower, lessor,
  
Description of investment including maturity date,
        
Current
  
   
or similar party
  
rate of interest, collateral, par or maturity value
  
Cost
    
value
  
                     
   
Invesco National Trust Company
  
INVESCO Stable Value Fund; 65,974,246 shares
     **     $ 120,393,239  
   
PIMCO
  
PIMCO Total Return Fund; 5,654,581 shares
     **       61,465,293  
   
State Street Global Advisors
  
SSgA S&P 500 Index Fund; 2,098,152 shares
     **       51,757,219  
   
American Funds
  
Washington Mutual Investors Fund R4; 1,675,074 shares
     **       47,404,598  
   
American Funds
  
Growth Fund of America R4; 1,118,366 shares
     **       31,895,796  
*  
CEMEX, S.A.B de C.V.
  
American Depository Shares; 3,591,892 shares
     **       19,360,299  
   
American Funds
  
EuroPacific Growth Fund R4; 534,472 shares
     **       18,466,000  
   
Franklin Templeton Investments
  
Franklin Balance Sheet Fund; 388,144 shares
     **       15,087,138  
   
State Street Global Advisors
  
SSgA Russell 2000 Index Fund; 549,029 shares
     **       14,558,042  
   
American Century Investments
  
American Century Real Estate Fund; 632,038 shares
     **       12,773,492  
   
T. Rowe Price
  
T. Rowe Price Retirement 2020 Fund; 729,797 shares
     **       11,611,076  
   
Franklin Templeton Investments
  
Franklin Small Mid-Cap Growth Fund; 313,233 shares
     **       10,587,262  
   
T. Rowe Price
  
T. Rowe Price Retirement 2015 Fund; 852,641 shares
     **       9,873,586  
   
T. Rowe Price
  
T. Rowe Price Retirement 2025 Fund; 842,503 shares
     **       9,756,185  
   
Lazard Asset Management LLC
  
Lazard Emerging Markets Equity Institutional Fund; 493,354 shares
     **       8,288,343  
   
State Street Global Advisors
  
SSgA Daily EAFE Index Fund; 548,458 shares
     **       8,272,936  
   
MFS Fund Distributors, Inc.
  
MFS International New Discovery Fund R4; 399,289 shares
     **       7,754,199  
   
T. Rowe Price
  
T. Rowe Price Retirement 2030 Fund; 457,362 shares
     **       7,564,760  
   
T. Rowe Price
  
T. Rowe Price Retirement 2035 Fund; 497,995 shares
     **       5,806,626  
   
T. Rowe Price
  
T. Rowe Price Retirement 2040 Fund; 265,940 shares
     **       4,406,620  
   
T. Rowe Price
  
T. Rowe Price Retirement 2010 Fund; 254,325 shares
     **       3,819,968  
   
State Street Global Advisors
  
SSgA Bond Market Index Fund; 237,254 shares
     **       3,632,605  
   
T. Rowe Price
  
T. Rowe Price Retirement 2045 Fund; 311,291 shares
     **       3,433,544  
   
T. Rowe Price
  
T. Rowe Price Retirement Income Fund; 199,737 shares
     **       2,586,596  
   
T. Rowe Price
  
T. Rowe Price Retirement 2005 Fund; 36,165 shares
     **       404,325  
   
T. Rowe Price
  
T. Rowe Price Retirement 2050 Fund; 39,040 shares
     **       361,123  
   
T. Rowe Price
  
T. Rowe Price Retirement 2055 Fund; 38,337 shares
     **       350,402  
   
Vanguard
  
Prime Money Market Fund; 275,387 shares
     **       275,387  
*  
Notes receivable from participants
  
4.25% to 9.75%; 1-10 year term; payable monthly
     **       29,614,794  
                         
       
Non-participant Directed Investment
                
                         
*  
Fidelity
  
Fidelity Cash Reserves Money Market Fund; 1,143 shares
   $ 1,143       1,143  
                         
                    $ 521,562,596  
 
*  
Party-in-interest as defined by ERISA.
                    
**   Cost information is not required as these assets are participant directed.                    
 
 
 
12
 

 
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/ Frank E. Angelle
   
Name:  Frank E. Angelle
   
Title:  Executive Vice President, Human Resources and Communications and Chairman of the Plan Committee
   
   
 
Date:  June 19, 2012




 
13
 

EXHIBIT INDEX


Exhibit
    
   No. 
 
Description
     
   1.
  
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 statements of the CEMEX, Inc. Savings Plan as of December 31, 2011 and 2010.