As of December 31, 2017 and 2018, the potential requirement for additional margin calls under our different commitments is not significant.

The cancelation of registration of our shares in the Securities Section of the Mexican National Securities Registry now involves an amended procedure, which is described below under “—Repurchase Obligation.” In addition, any amendments to the article containing these provisions no longer require the consent of the Mexican securities authority and 95% approval by shareholders entitled to vote.

On December 30, 2005, the Mexican Securities Market Law was published to continue bringing corporate governance requirements of Mexican listed companies in line with international standards. This new law included provisions increasing disclosure information requirements, improving minority shareholder rights and strengthening corporate governance standards, including the introduction of new requirements and fiduciary duties (duties of care and loyalty), applicable to each director, officer, external auditor and major shareholder of publicly traded companies. The law also provided that each member of the audit committee must be an independent director and required the creation of corporate governance committees integrated by independent directors as well. In addition, the law clarified directors’ duties, specified safe harbors for directors’ actions, clarified what is deemed as a conflict of interest and clarified what are the confidentiality obligations for directors.

Under the then new Mexican Securities Market Law, CEMEX, S.A.B. de C.V. was required to adopt specific amendments to itsby-laws within 180 days of the effective date of the new law. Following approval from CEMEX, S.A.B. de C.V.’s shareholders at its extraordinary shareholders’ meeting held on April 27, 2006, CEMEX, S.A.B. de C.V. amended and restated itsby-laws to incorporate these amendments. The amendments to CEMEX, S.A.B. de C.V.’sby-laws became effective on July 3, 2006. The most significant of these amendments were as follows:

•

The change of its corporate name from CEMEX, S.A. de C.V. to CEMEX, S.A.B. de C.V., which means that it is now called a publicly traded company (sociedad anónima bursátilorS.A.B.).

~~The change of its corporate name from CEMEX, S.A. de C.V. to CEMEX, S.A.B. de C.V., which means that it is now called a publicly traded company (sociedad anónima bursátil or S.A.B.).~~

The creation of a corporate practices committee, which was a new committee of CEMEX, S.A.B. de C.V.’s board of directors and which is comprised exclusively of independent directors.

The elimination of the position of statutory examiner (comisario) and the assumption of its responsibilities by the board of directors through the audit committee and the then new corporate practices committee, as well as through the external auditor who audits CEMEX, S.A.B. de C.V.’s financial statements, each within its professional role.

•

The elimination of the position of statutory examiner (comisario) and the assumption of its responsibilities by the board of directors through the audit committee and the then new corporate practices committee, as well as through the external auditor who audits CEMEX, S.A.B. de C.V.’s financial statements, each within its professional role.

The express attribution of certain duties (such as the duty of loyalty and the duty of care) and liabilities on members of the board of directors as well as on certain senior executive officers.

The implementation of a mechanism for claims of a breach of a director’s or officer’s duties, to be brought by us or by holders of 5% or more of CEMEX, S.A.B. de C.V.’s shares.

The chief executive officer is now the person in charge of managing the ~~company; previously,~~company. Previously, this was the duty of the board of directors. The board of directors now supervises the chief executive officer.

Shareholders are given the right to enter into certain agreements with other shareholders.

On March 20, 2014, CEMEX, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, the board of directors’ proposal to expand the corporate purpose of CEMEX, S.A.B. de C.V. so that, aside from being a holding company, CEMEX, S.A.B. de C.V. can undertake operating activities related to the production and commercialization of cement,ready-mix concrete and aggregates.

On March 26, 2015, CEMEX, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, ~~(i)~~ changes to CEMEX, S.A.B. de C.V.’sby-laws, incorporating additional provisions and removing some restrictions. The changes, among other items, are the following: extend

CEMEX, S.A.B. de C.V.’s corporate existence for an indefinite period of ~~time,~~time; adopt the electronic system established by the Ministry of Economy (Secretaría de Economía) for the publication of notices and other legal matters; remove a redundancy in minority rights; adopt additional considerations that CEMEX, S.A.B. de C.V.’s board of directors shall consider in order to authorize purchases of 2% or more of shares; adopt provisions to improve corporate governance with respect to the presidency at shareholders’ meetings and corporate bodies; separation of roles of chairman of the board and chief executive officer; include the possibility of electing an alternate secretary of the board of directors; authorization to formalize CEMEX, S.A.B. de C.V.’s restated~~by-laws~~by-laws; and authorization to exchange the share certificates that represent CEMEX, S.A.B. de C.V.’s then outstanding capital stock.

On March 28, 2019, CEMEX, S.A.B. de C.V. held an extraordinary shareholders’ meeting, at which its shareholders approved, among other items, changes to articles 2 and 28 of CEMEX, S.A.B. de C.V.’sby-laws, incorporating additional provisions and removing some restrictions. The changes, among other items, are the following: broadening CEMEX, S.A.B. de C.V.’s corporate purpose, which would permit CEMEX to transport goods; amending the provision regarding seaport related services for its marine terminals; the manufacture and commercialization of cement bags, etc.; and clarifying that CEMEX, S.A.B. de C.V.’s Relevant Executives (as defined under the laws of Mexico) are entitled to indemnification and liability protection only for liability arising from the lack of diligence when acting in good faith and pursuant to our best interests.

Changes in Capital Stock and Preemptive Rights

Subject to certain exceptions ~~referred~~discussed below, CEMEX, S.A.B. de C.V.’sby-laws allow for a decrease or increase in its capital stock if it is approved by its shareholders at a shareholders’ meeting. Additional shares of CEMEX, S.A.B. de C.V.’s capital stock, having no voting rights or limited voting rights, are authorized by itsby-laws and may be issued upon the approval of its shareholders at a shareholders’ meeting, with the prior approval of the Mexican securities authority.

CEMEX, S.A.B. de C.V.’sby-laws provide that, subject to certain exceptions, shareholders have preemptive rights with respect to the class and in proportion to the number of shares of our capital stock they hold, in connection with any capital increase in the number of outstanding Series A shares, Series B shares or any other existing series of shares, as the case may be. Subject to certain requirements: (i) under article 53 of the Mexican Securities Market Law, this preemptive right to subscribe is not applicable to increases of CEMEX, S.A.B. de C.V.’s capital through public ~~offers;~~offers and (ii) under article 210 ~~bis~~ of the General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito), this preemptive right to subscribe is not applicable when issuing shares under convertible notes. Preemptive rights give shareholders the right, upon any issuance of shares by us, to purchase a sufficient number of shares to maintain their existing ownership percentages. Preemptive rights must be exercised within the period and under the conditions established for that purpose by the shareholders, and CEMEX, S.A.B. de C.V.’sby-laws and applicable law provide that this period must be 15 days following the publication of the notice of the capital increase through the electronic system established by the Ministry of Economy (Secretaría de Economía) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León) or in any major newspaper published and distributed in the city of Monterrey, Nuevo León, México.

Holders of ADSs that are ~~U.S.~~United States persons or are located in the United States may be restricted in their ability to participate in the exercise of such~~pre-emptive~~ preemptive rights. See “Item 3—Key Information—Risk Factors—Risks Relating to Our Business—Preemptive rights may be unavailable to ADS holders.”

Pursuant to CEMEX, S.A.B. de C.V.’sby-laws, significant acquisitions of shares of CEMEX, S.A.B. de C.V.’s capital stock and changes of control of CEMEX, S.A.B. de C.V. require prior approval from CEMEX, S.A.B. de C.V.’s board of directors. CEMEX, S.A.B. de C.V.’s board of directors must authorize in advance any transfer of, or creation of any encumbrance or lien on, voting shares of CEMEX, S.A.B. de C.V.’s capital stock that would result in any person or group becoming a holder of 2% or more of CEMEX, S.A.B. de ~~C.V.’s~~C.V.s shares. CEMEX, S.A.B. de C.V.’s board of directors shall consider the following when determining whether to authorize such transfer of voting shares: a) the type of investors involved; b) if stock prices may be affected or if the number of CEMEX, S.A.B. de C.V.’s shares outstanding would be reduced in such way that marketability may be affected; c) whether the acquisition would result in the potential acquirer exercising a significant influence or being able to obtain control; d) whether all applicable rules and CEMEX, S.A.B. de C.V.’sby-laws have been observed by the potential acquirer; e) whether the potential acquirers are our competitors or are persons or legal entities participating in companies, entities or persons that are or competitors and whether there is a risk of affecting market competition, or the potential acquirers could have access to confidential and privileged

information; f) the morality and economic solvency of the potential acquirers; g) the protection of minority rights and the rights of our employees; and h) whether an adequate base of investors would be maintained. If CEMEX, S.A.B. de C.V.’s board of directors denies the authorization, or the transfer had been authorized on the basis of false or incorrect information or information had been withheld or the requirements established in CEMEX, S.A.B. de C.V.’sby-laws are not complied with, the persons involved in the transfer shall not be entitled to exercise the voting rights corresponding to the transferred shares, ~~and~~ such shares shall not be taken into account for the determination of the quorums of attendance and voting at shareholders’ meetings ~~nor shall~~and the transfers shall not be recorded or have any effect in our share registry and the registry undertaken by S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), the Mexican securities ~~depositary, shall not have any effect.~~depositary.

Any acquisition of shares of CEMEX, S.A.B. de C.V.’s capital stock representing 30% or more of its capital stock by a person or group of persons requires prior approval from CEMEX, S.A.B. de C.V.’s board of directors and, in the event approval is granted, the acquirer has an obligation to make a public offer to purchase all of the outstanding shares of CEMEX, S.A.B. de C.V.’s capital stock.

In the event the requirements for significant acquisitions of shares of CEMEX, S.A.B. de C.V.’s capital stock are not met, the persons acquiring such shares will not be entitled to any corporate rights with respect to such shares, such shares will not be taken into account for purposes of determining a quorum for shareholders’ meetings, CEMEX, S.A.B. de C.V. will not record such persons as holders of such shares in its share registry and the registry undertaken by ~~the~~ Indeval shall not have any effect.

CEMEX, S.A.B. de C.V.’sby-laws require the stock certificates representing shares of its capital stock to make reference to the provisions in itsby-laws relating to the prior approval of the CEMEX, S.A.B. de C.V. board of directors for significant share transfers and the requirements for recording share transfers in its share registry. In addition, shareholders are responsible for informing CEMEX, S.A.B. de C.V. within five business days whenever their shareholdings exceed 5%, 10%, 15%, 20%, 25% and 30% of CEMEX, S.A.B. de C.V.’s capital stock. If a person acquires beneficial ownership (within the meaning of Rule13d-3 promulgated by the SEC under the Exchange Act) of 20% or more in voting power of the outstanding voting stock of CEMEX, S.A.B. de C.V., a change of control will be deemed to have occurred under the 2017 Credit Agreement and other debt agreements of CEMEX.

CEMEX, S.A.B. de C.V. is required to maintain a share registry to record the names, nationalities and domiciles of all significant shareholders, and any shareholder that meets or exceeds these thresholds must be recorded in this registry if such shareholder is to be recognized or represented at any shareholders’ meeting. If a shareholder fails to inform CEMEX, S.A.B. de C.V. of its shareholdings reaching a threshold as described above, we will not record the transactions that cause such threshold to be met or exceeded in CEMEX, S.A.B. de C.V.’s share registry, and such transaction will have no legal effect and will not be binding on us.

CEMEX, S.A.B. de C.V.’sby-laws also require that its shareholders comply with legal provisions regarding acquisitions of securities and certain shareholders’ agreements that require disclosure to the public.

Repurchase Obligation

In accordance with Mexican securities regulations, CEMEX, S.A.B. de C.V. is obligated to make a public offer for the purchase of stock to its shareholders if CEMEX, S.A.B. de C.V.’s registration with the Mexican securities registry is canceled, either by resolution of its shareholders or by an order of the Mexican securities authority. The minimum price at which we must purchase the stock is the higher of:

the weighted average price per share based on the weighted average trading price of CEMEX, S.A.B. de C.V.’s CPOs on the Mexican Stock Exchange during the latest period of 30 trading days preceding the date of the offer, for a period not to exceed six months; or

the book value per share, as reflected in the last quarterly report filed with the Mexican securities authority and the Mexican Stock Exchange before the date of the offer.

CEMEX, S.A.B. de C.V.’s board of directors shall prepare and disclose to the public through the Mexican Stock Exchange, within ten business days after the day the public offer begins, and after consulting the corporate practices and finance committee, its opinion regarding the price of the offer and any conflicts of interests that each of its members may have regarding such offer. This opinion may be accompanied by an additional opinion issued by an independent expert that we may hire.

Following the cancelation of CEMEX, S.A.B. de C.V.’s registration with the Mexican securities registry, it must place in a trust set up for that purpose for asix-month period an amount equal to that required to purchase the remaining shares held by investors who did not participate in the offer.

Shareholders’ Meetings and Voting Rights

Shareholders’ meetings may be called by:

CEMEX, S.A.B. de C.V.’s board of directors or the corporate practices and finance committee ~~or the~~and audit committee;

shareholders representing at least 10% of outstanding and fully paid shares, by ~~requesting that it~~making a request to the chairman of CEMEX, S.A.B. de C.V.’s board of directors or CEMEX, S.A.B. de C.V.’s corporate practices and finance committee and audit committee;

any shareholder (i) if no meeting has been held for two consecutive years or when the matters referred to in Article 181 of the Mexican corporations law have not been dealt with or (ii) when, for any reason, the required quorum for valid sessions of the corporate practices and finance committee and audit committee was not reached and the board of directors failed to make the appropriate provisional appointments; or

a Mexican court of competent jurisdiction, in the event CEMEX, S.A.B. de C.V.’s board of directors or the corporate practices and finance committee and audit committee do not comply with the valid shareholders’ request described above.

Notice of shareholders’ meetings must be published through the electronic system established by the Ministry of Economy ~~(Secretarí~~(Secretaría de Economía)a) or, in its absence, in the Official Gazette of the State of Nuevo León (Periódico Oficial del Estado de Nuevo León), Mexico or in any major newspaper published and distributed in the city of Monterrey, Nuevo León, Mexico. The notice must be published at least 15 days prior to the date of any shareholders’ meeting. Consistent with Mexican law, CEMEX, S.A.B. de C.V.’sby-laws further require that all information and documents relating to the shareholders’ meeting be available to shareholders from the date the notice of the meeting is published.

General shareholders’ meetings can be ordinary or extraordinary. At every general shareholders’ meeting, each qualified holder of Series A shares and Series B shares is entitled to one vote per share. Shareholders may vote by proxy duly appointed in writing. Under the CPO trust agreement, holders of CPOs who are not Mexican nationals cannot exercise voting rights corresponding to the Series A shares represented by their CPOs, in which case, the CPO trustee will vote the underlying Series A shares in the same manner as the holders of the majority of the voting shares.

An annual general ordinary shareholders’ meeting must be held during the first four months after the end of each of CEMEX, S.A.B. de C.V.’s fiscal year to consider the approval of a report of its board of directors regarding CEMEX, S.A.B. de C.V.’s performance and its financial statements for the preceding fiscal year and to determine the allocation of profits from the preceding year. In addition, CEMEX, S.A.B. de C.V.’s annual general ordinary shareholders’ meeting must:

review the annual reports of CEMEX, S.A.B. de C.V.’ corporate practices and finance committee and audit committee, its chief executive officer and its board of directors;

elect, remove, or substitute the members of CEMEX, S.A.B. de C.V.’s board of directors;

determine the level of independence of the members of CEMEX, S.A.B. de C.V.’s board of directors;

elect or remove the chairman of CEMEX, S.A.B. de C.V.’s ~~audit and~~ corporate practices and finance and the audit committees;

approve any transaction that represents 20% or more of CEMEX, S.A.B. de C.V. consolidated assets; and

resolve any issues not reserved for extraordinary shareholders’ meetings.

A general extraordinary shareholders’ meeting may be called at any time to deal with any of the matters specified by Article 182 of the Mexican corporations law, which include, among other things:

extending CEMEX, S.A.B. de C.V.’s corporate existence;

CEMEX, S.A.B. de C.V.’s voluntary dissolution;

increasing or reducing CEMEX, S.A.B. de C.V.’s fixed capital stock;

changing CEMEX, S.A.B. de C.V.’s corporate purpose;

changing CEMEX, S.A.B. de C.V.’s country of incorporation;

changing CEMEX, S.A.B. de C.V.’s form of organization;

a proposed merger;

issuing preferred shares;

redeeming CEMEX, S.A.B. de C.V.’s own shares;

any amendment to CEMEX, S.A.B. de C.V.’sby-laws; and

any other matter for which a special quorum is required by law or by CEMEX, S.A.B. de C.V.’sby-laws.

In order to vote at a meeting of shareholders, shareholders must (i) appear on the list that Indeval and ~~the~~ Indeval participants holding shares on behalf of the shareholders prepare prior to the meeting, or (ii) prior to the meeting, deposit the certificates representing their shares at CEMEX, S.A.B. de C.V.’s offices or in a Mexican credit institution or brokerage house that operates in accordance with applicable laws in Mexico. The certificate of deposit with respect to the share certificates must be presented to CEMEX, S.A.B. de C.V.’s company secretary at least 48 hours before a meeting of shareholders. CEMEX, S.A.B. de C.V.’s company secretary verifies that the person in whose favor any certificate of deposit was issued is named in CEMEX, S.A.B. de C.V.’s share registry and issues an admission pass authorizing that person’s attendance at the meeting of shareholders.

CEMEX, S.A.B. de C.V.’sby-laws provide that a shareholder may only be represented by proxy in a shareholders’ meeting with a duly completed form provided by CEMEX, S.A.B. de C.V. authorizing the proxy’s presence. In addition, CEMEX, S.A.B. de C.V.’sby-laws require that the secretary acting at the shareholders’ meeting publicly affirm the compliance by all proxies with this requirement. A shareholders’ resolution is required to take action on any matter presented at a shareholders’ meeting.

At an ordinary shareholders’ meeting, ~~of shareholders,~~ the affirmative vote of the holders of a majority of the shares present at the meeting is required to adopt a shareholders’ resolution. At an extraordinary meeting of shareholders, the affirmative vote of at least 50% of the capital stock is required to adopt a shareholders’ resolution, except that when amending Article 7 (with respect to measures limiting shareholding ownership), Article 10 (relating to the register of shares and significant participations) or Article 22 (specifying the impediments to being appointed a member of CEMEX, S.A.B. de C.V.’s board of directors) of CEMEX, S.A.B. de C.V.’sby-laws, the affirmative vote of at least 75% of the voting stock is ~~needed.~~required.

The attendance quorum for a general ordinary shareholders’ meeting ~~of shareholders~~ upon the first call is 50% of CEMEX, S.A.B. de C.V.’s outstanding and fully paid shares and, for the second call, is any number of CEMEX, S.A.B. de C.V.’s outstanding and fully paid shares. If the quorum is not met upon the first call, a subsequent meeting may be called and the quorum for the second ordinary shareholders’ meeting is any number of CEMEX, S.A.B. de C.V.’s outstanding and fully paid shares represented at the meeting. The attendance quorum for the extraordinary shareholders’ meeting upon the first call is 75% of CEMEX, S.A.B. de C.V.’s outstanding and fully paid shares and, upon the second and subsequent calls, is 50% of CEMEX, S.A.B. de C.V.’s outstanding and fully paid shares.

Rights of Minority Shareholders

At CEMEX, S.A.B. de C.V.’s annual general ordinary shareholders’ meeting, any shareholder or group of shareholders representing 10% or more of its voting stock has the right to appoint or remove one member of CEMEX, S.A.B. de C.V.’s board of directors, in addition to the directors appointed by the majority. Such appointment may only be revoked by other shareholders when the appointment of all other directors is also revoked.

CEMEX, S.A.B. de C.V.’sby-laws provide that holders of at least 10% of its outstanding capital stock are entitled to demand the postponement of the voting on any resolution of which they deem they have not been sufficiently informed.

Under Mexican law, holders of at least 20% of CEMEX, S.A.B. de C.V.’s outstanding capital stock are entitled to vote on a particular matter ~~may~~they oppose on any resolution at a shareholders’ meeting by filing a petition with a court of law for a court order to suspend the resolution temporarily ~~with a court of law~~ within 15 days after the adjournment of the meeting at which that action was taken and showing that the challenged action violates Mexican law or CEMEX, S.A.B. de C.V.’sby-laws, ~~and~~ provided the opposing shareholders deliver a bond to the court to secure payment of any damages that we suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholders. Relief under these provisions is only available to holders who were entitled to vote on, or whose rights as shareholders were adversely affected by, the challenged shareholder action and whose shares were not represented when the action was taken or, if represented, voted against it.

Under Mexican law, an action for civil liabilities against directors may be initiated by a shareholders’ resolution for violation of their duty of loyalty to shareholders. In the event shareholders decide to bring an action of this type, the persons against whom that action is brought will immediately cease to be directors. Additionally, shareholders representing not less than 33% of the outstanding shares may directly exercise that action against the directors; provided that:

those shareholders shall not have voted against exercising such action at the relevant shareholders’ meeting; and

the claim covers all of the damage alleged to have been caused to us and not merely the damage suffered by the plaintiffs.

Under CEMEX, S.A.B. de C.V.’sby-laws, shareholders representing 5% or more of its outstanding capital stock may initiate actions exclusively on behalf of CEMEX, S.A.B. de C.V. against members of its board of directors, its corporate practices and finance committee and audit committee, its chief executive officer, or any relevant executives, for breach of their duty of care or duty of loyalty to shareholders or for committing illicit acts or activities. The only requirement is that the claim covers all of the damage alleged to have been caused to us or any entities on which we have a significant influence and not merely the damage suffered by the plaintiffs. Actions initiated on these grounds have a five-year statute of limitations from the day of the act or action that caused the damage.

Any recovery of damages with respect to these actions will be for CEMEX, S.A.B. de C.V.’s benefit and not that of the shareholders bringing the action.

Registration and Transfer

CEMEX, S.A.B. de C.V.’s common stock is evidenced by share certificates in registered form with registered dividend coupons attached. Shareholders who have not deposited their shares into the CPO trust may hold their shares in the form of physical certificates or through institutions that have accounts with Indeval. Accounts may be maintained at Indeval by brokers, banks and other entities approved by the Mexican securities authority. CEMEX, S.A.B. de C.V. maintains a stock registry, and, in accordance with Mexican law, only those holders listed in CEMEX, S.A.B. de C.V.’s stock registry and those holding certificates issued by Indeval and by Indeval participants indicating ownership are recognized as CEMEX, S.A.B. de C.V. shareholders.

Pursuant to Mexican law, any transfer of shares must be registered in CEMEX, S.A.B. de C.V.’s stock registry, if effected physically, or through book entries that may be tracked back from CEMEX, S.A.B. de C.V.’s stock registry to the records of Indeval.

Redemption

CEMEX, S.A.B. de C.V.’s capital stock is subject to redemption upon approval of our shareholders at an extraordinary shareholders’ meeting.

Share Repurchases

If approved by CEMEX, S.A.B. de C.V.’s shareholders at a general shareholders’ meeting, we may purchase CEMEX, S.A.B. de C.V.’s outstanding shares. The economic and voting rights corresponding to repurchased shares cannot be exercised during the period the shares are owned by us and the shares will be deemed outstanding for purposes of calculating any quorum or vote at any shareholders’ meeting. We may also repurchase our equity securities on the Mexican Stock Exchange at the then prevailing market prices in accordance with Mexican securities law. If we intend to repurchase shares representing more than 1% of CEMEX, S.A.B. de C.V.’s outstanding shares at a single trading session, we must inform the public of such intention at least ten minutes before submitting our bid. If we intend to repurchase shares representing 3% or more of CEMEX, S.A.B. de C.V.’s outstanding shares during a period of 20 trading days, we are required to conduct a public tender offer for such shares. We must conduct share repurchases as per the framework authorized by CEMEX, S.A.B. de C.V.’s board of directors and through the person or persons approved by CEMEX, S.A.B. de C.V.’s board of directors, through a single broker dealer during the relevant trading session and without submitting bids during the first and the last 30 minutes of each trading session. We must inform the Mexican Stock Exchange of the results of any share repurchase no later than the business day following any such share repurchase.

Directors’ and Shareholders’ Conflict of Interest

Under Mexican law, any shareholder who has a conflict of interest with CEMEX, S.A.B. de C.V. with respect to any transaction is obligated to disclose such conflict and is prohibited from voting on that transaction. A shareholder who violates this prohibition may be liable for damages if the relevant transaction would not have been approved without that shareholder’s vote.

Under Mexican law, any director who has a conflict of interest with CEMEX, S.A.B. de C.V. in any transaction must disclose that fact to the other directors and is prohibited from participating and being present during the deliberations and voting on that transaction. A director who violates this prohibition will be liable for damages and lost profits. Additionally, CEMEX, S.A.B. de C.V.’s directors may not represent shareholders in our shareholders’ meetings.

Withdrawal Rights

Whenever CEMEX, S.A.B. de C.V.’s shareholders approve a change of corporate purpose, change of nationality or transformation from one form of corporate organization to another, Mexican law provides that any

shareholder entitled to vote on that change who has voted against it may withdraw from CEMEX, S.A.B. de C.V. and receive an amount equal to the book value (in accordance with the latest statement of financial position approved by the annual general ordinary shareholders’ meeting) attributable to such shareholder’s shares, provided that such shareholder exercises that right within 15 days following the meeting at which the change was approved.

Dividends

At each annual general ordinary shareholders’ meeting, CEMEX, S.A.B. de C.V.’s board of directors submits, for approval by its shareholders, its financial statements together with a report on them prepared by its board of directors and the statutory auditors. CEMEX, S.A.B. de C.V.’s shareholders, once they have approved the financial statements, determine the allocation of our net income, after provision for income taxes, legal

reserve and statutory employee profit sharing payments, for the preceding year. All shares of CEMEX, S.A.B. de C.V.’s capital stock outstanding at the time a dividend or other distribution is declared are entitled to share equally in that dividend or other distribution.

Liquidation Rights

In the event CEMEX, S.A.B. de C.V. is liquidated, the surplus assets remaining after payment of all its creditors will be divided among CEMEX, S.A.B. de C.V.’s shareholders in proportion to the respective shares held by them. The liquidator may, with the approval of CEMEX, S.A.B. de C.V.’s shareholders, distribute the surplus assets in kind among CEMEX, S.A.B. de C.V.’s shareholders, sell the surplus assets and divide the proceeds among CEMEX, S.A.B. de C.V.’s shareholders or put the surplus assets to any other uses agreed to by a majority of CEMEX, S.A.B. de C.V.’s shareholders voting at an extraordinary shareholders’ meeting.

Differences Between Our Corporate Governance Practices and NYSE Standards for Domestic Companies

For a description of significant ways in which CEMEX, S.A.B. de C.V.’s corporate governance practices differ from those required of domestic companies under NYSE standards, see “Item 16G—Corporate Governance.”

You may find additional information in the corporate governance section of our website ~~(www.cemex.com),~~www.cemex.com, or you may contact our investment relations team, by writing to or telephoning us as follows:

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

Avenida Ricardo Margáin Zozaya #325

Colonia Valle del Campestre

San Pedro Garza García, Nuevo León, 66265, México

Attn: Eduardo Rendón

Telephone: +52 81 8888-4292

Email: eduardo.rendon@cemex.com

The information on our website is not, and is not intended to be, part of this annual report and is not incorporated into this annual report by reference.

Share Capital

CEMEX, S.A.B. de C.V. did not declare a dividend for fiscal years ~~2015,~~ 2016 and 2017. See “Item 8—Financial Information—Dividends” for a description of CEMEX, S.A.B. de C.V.’s policy on dividend distributions and dividend restrictions.

At ~~each of~~ CEMEX, S.A.B. de C.V.’s ~~2015 and~~ 2016 annual general ordinary shareholders’ ~~meetings,~~meeting, held on March ~~31, 2016 and March~~ 30, 2017, ~~respectively,~~ CEMEX, S.A.B. de C.V.’s shareholders approved a recapitalization of retained earnings. New CPOs issued pursuant to ~~each~~ such recapitalization were allocated to shareholders on apro-rata basis. As a result, shares equivalent to approximately ~~530 million CPOs, approximately 539 million CPOs and approximately~~ 562 million CPOs were allocated to shareholders on a

pro-rata basis in connection with the ~~2015 and~~ 2016 ~~recapitalizations, respectively. In each case,~~recapitalization. CPO holders received one new CPO for each 25 CPOs held and ADS holders received one new ADS for each 25 ADSs held. There was no cash distribution and no entitlement to fractional shares. No recapitalization of retained earnings was approved at CEMEX, S.A.B. de C.V.’s 2017 annual general ordinary shareholders’ meeting held on April 5, 2018.

At CEMEX, S.A.B. de C.V.’s 2018 annual general ordinary shareholders’ meeting, held on March 28, 2019, CEMEX, S.A.B. de C.V. declared a cash dividend in the amount of U.S.$150 million, to be paid in Mexican Pesos, payable in two equal installments, in June 2019 and December 2019.

As of December 31, ~~2017,~~2018, CEMEX, S.A.B. de C.V.’s common stock was represented as follows:


	2017				2018
Shares¹	Series A²		Series B³
Shares⁽¹⁾					Series A⁽²⁾		Series B⁽²⁾
Subscribed and paid shares		30,214,469,912		15,107,234,956		30,002,628,318		15,001,314,159
Unissued shares authorized for stock compensation programs		531,739,616		265,869,808		936,375,524		468,187,762
Shares that guarantee the issuance of convertible securities⁴		4,529,605,020		2,264,802,510
Repurchased shares⁽³⁾						307,207,506		153,603,753
Shares that guarantee the issuance of convertible securities⁽⁴⁾						4,529,603,200		2,264,801,600
Shares authorized for the issuance of stock or convertible securities⁽⁵⁾						302,144,720		151,072,360

		35,275,814,548		17,637,907,274		36,077,959,268		18,038,979,634

(1)	As of December 31, ~~2017,~~2018, 13,068,000,000 shares correspond to the fixed portion, and ~~39,845,721,822~~41,048,938,902 shares, correspond to the variable portion.

(2)	Series “A” or Mexican shares must represent at least 64% of CEMEX, S.A.B. de C.V.’s capital ~~stock.~~

~~(3)~~

stock and Series “B” or free subscription shares must represent at most 36% of CEMEX, S.A.B. de C.V.’s capital stock.

(3)	Shares repurchased under the share repurchase program authorized by our shareholders.

(4)

~~Shares~~

Refers to those shares that guarantee the conversion of both the ~~November 2019 Mandatory Convertible Mexican Peso Notes, the March 2018 Optional Convertible Subordinated U.S. Dollar Notes~~outstanding voluntary and ~~the March 2020 Optional Convertible Subordinated U.S. Dollar Notes.~~mandatorily convertible securities and new securities issues.

(5)	Shares authorized for issuance in a public offer or private placement and/or by issuance of new convertible securities.

Material Contracts

On December 18, 2006, CEMEX, through two special purpose vehicles, issued two tranches offixed-to-floating rate callable Perpetual Debentures. C5 Capital (SPV) Limited issued U.S.$350 million original principal amount of Perpetual Debentures under the first tranche, with the issuer having the option to redeem such Perpetual Debentures on December 31, 2011 and on each interest payment date thereafter, of which U.S.$61 million principal amount were outstanding as of December 31, ~~2017~~2018 (excluding Perpetual Debentures held by us). C10 Capital (SPV) Limited issued U.S.$900 million original principal amount of Perpetual Debentures under the second tranche, with the issuer having the option to redeem such Perpetual Debentures on December 31, 2016 and on each interest payment date thereafter, of which U.S.$175 million principal amount were outstanding as of December 31, ~~2017~~2018 (excluding Perpetual Debentures held by us). Both tranches pay coupons denominated in U.S. Dollars at a fixed rate until the call date and at a floating rate thereafter. On February 12, 2007, CEMEX, through a special purpose vehicle, issued a third tranche offixed-to-floating rate callable ~~Debentures.~~debentures. C8 Capital (SPV) Limited issued U.S.$750 million original principal amount of Perpetual Debentures under this third tranche, with the issuer having the option to redeem such Perpetual Debentures on December 31, 2014 and on each interest payment date thereafter, of which U.S.$135 million principal amount were outstanding as of December 31, ~~2017~~2018 (excluding Perpetual Debentures held by us). This third tranche also pays coupons denominated in U.S. Dollars at a fixed rate until the call date and at a floating rate thereafter. On May 9, 2007, CEMEX, through a special purpose vehicle, issued a fourth tranche offixed-to-floating rate callable Perpetual Debentures.C10-EUR Capital (SPV) Limited issued €730 million original principal amount of Perpetual Debentures under this fourth tranche, with the issuer having the option to redeem such Perpetual Debentures on June 30, 2017, and on each interest payment date thereafter, of which €64 million principal amount were outstanding as of December 31, ~~2017~~2018 (excluding Perpetual Debentures held by us). This fourth tranche pays coupons denominated in Euros at a fixed rate until the call date and at a floating rate thereafter. Due to their perpetual nature and optional deferral of coupons, these transactions, in accordance with IFRS, qualify as equity.

For a description of the material terms relating to the November 2019 Mandatory Convertible Mexican Peso Notes ~~the March 2018 Optional Convertible Subordinated U.S. Dollar Notes~~ and the March 2020 Optional Convertible Subordinated U.S. Dollar Notes, see “Item 5—Operating and

Financial Review and Prospects—Summary of Material Contractual Obligations and Commercial Commitments.”

In connection with the 2017 Credit Agreement, we are also parties to the amendment and restatement agreement, dated July 19, 2017 related to the Intercreditor Agreement; the Dutch law share pledge, dated as of September 12, 2012; the Dutch law share pledge, dated as of December 15, 2015; the security confirmation agreement to Dutch law share ~~pladges,~~pledges, dated as of July 19, 2017; the Swiss law share pledge, dated as of September 17, 2012; the security confirmation agreement to the Swiss law share pledge, dated as of July 19, 2017; the Spanish law share pledge, dated as of November 8, 2012; the ratification and extension deed to the Spanish law share pledge, dated as of July 19, 2017; and the amendment and restatement agreement, dated July 19, 2017 to the Mexican law security trust agreement, dated as of September 17, 2012. For a description of the material terms of the 2017 Credit Agreement and related agreements, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”

For a description of the material terms relating to the Senior Secured Notes, see “Item 5—Operating and Financial Review and Prospects—Summary of Material Contractual Obligations and Commercial Commitments—Senior Secured Notes.”

Exchange Controls

~~See “Item 3—Key Information—Mexican Peso Exchange Rates.”~~Notapplicable.

Taxation

Mexican Tax Considerations

General

The following is a summary of certain Mexican federal income tax considerations relating to the ownership and disposition of CEMEX, S.A.B. de C.V.’s CPOs or ADSs.

This summary is based on Mexican income tax law that is in effect on the date of this annual report, which is subject to change. This summary is limited tonon-residents of Mexico, as defined below, who own CEMEX, S.A.B. de C.V.’s CPOs or ADSs. This summary does not address all aspects of Mexican income tax law. Holders are urged to consult their tax counsel as to the tax consequences that the purchase, ownership and disposition of CEMEX, S.A.B. de C.V.’s CPOs or ADSs may have.

For purposes of Mexican taxation, an individual is a resident of Mexico if he or she has established his or her home in Mexico. If the individual also has a home in another country, he or she will be considered a resident of Mexico if his or her center of vital interests is in Mexico. Under Mexican law, an individual’s center of vital interests is in Mexico if, among other things:

more than 50% of the individual’s total income in the relevant year comes from Mexican sources; or

the individual’s main center of professional activities is in Mexico.

Mexican nationals that are employed by the Mexican government are deemed residents of Mexico, even if his or her center of vital interests is located outside of Mexico. Unless otherwise proven, Mexican nationals are deemed residents of Mexico for tax purposes.

A legal entity is a resident of Mexico if it is organized under the laws of Mexico or if it maintains the principal administration of its business or the effective location of its management in Mexico.

A Mexican citizen is presumed to be a resident of Mexico for tax purposes unless such person or entity can demonstrate otherwise. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to such permanent establishment will be subject to Mexican taxes, in accordance with relevant tax provisions.

Individuals or legal entities that cease to be residents of Mexico must notify the tax authorities within 15 business days before their change of residency.

Anon-resident of Mexico is a legal entity or individual that does not satisfy the requirements to be considered a resident of Mexico for Mexican federal income tax purposes.

Taxation of Dividends

Dividends from earnings generated before January 1, 2014, either in cash or in any other form, paid tonon-residents of Mexico with respect to Series A shares or Series B shares represented by the CPOs (or in the case of holders who hold CPOs represented by ADSs), will not be subject to withholding tax in Mexico.

As a result of the enactment of certain tax provisions in Mexico, as of January 1, 2014, dividends in cash from identifiedpre-tax retained earnings generated after January 1, 2014 will be subject to a 10% withholding tax. This tax is considered as a definitive payment.

Disposition of CPOs or ADSs

As a result of the enactment of certain tax provisions in Mexico, as of January 1, 2014, in the case of individuals, capital gains of shares issued by Mexican companies in the Mexican Stock Exchange will be subject to a 10% withholding tax, which will be withheld by the intermediary acting as a withholding agent. If the individual is a tax resident in a country with a tax treaty in force with Mexico, such individual will not be subject to any withholding tax.

Gains on the sale or disposition of CPOs by a holder who is anon-resident of Mexico will not be subject to any Mexican tax, if the sale is carried out through the Mexican Stock Exchange or other recognized securities market, as determined by Mexican tax authorities. Gains realized on sales or other dispositions of CPOs bynon-residents of Mexico made in other circumstances would be subject to Mexican income tax. However, gains on the sale or disposition of ADSs by a holder who is anon-resident of Mexico will not be subject to Mexican tax.

Under the terms of the Convention Between the United States and Mexico for Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Income Taxes, and a protocol thereto (together, the ~~Tax Treaty,~~“Tax Treaty”), gains obtained by a U.S. Shareholder (as defined ~~herein)~~below) eligible for benefits under the Tax Treaty on the disposition of CPOs will generally not ~~generally~~ be subject to Mexican tax, provided that such gains are not attributable to a permanent establishment of such U.S. Shareholder in Mexico and that the eligible U.S. Shareholder did not own, directly or indirectly, 25% or more of our outstanding stock during the12-month period preceding the disposition. In the case ofnon-residents of Mexico eligible for the benefits of a tax treaty, gains derived from the disposition of ADSs or CPOs may also be exempt, in whole or in part, from Mexican taxation under a treaty to which Mexico is a party.

Deposits and withdrawals of ADSs will not give rise to any Mexican tax or transfer duties.

The term ~~U.S. Shareholder~~“U.S. Shareholder” shall have the same meaning ascribed below under the section “U.S. Federal Income Tax Considerations.”

Estate and Gift Taxes

There are no Mexican inheritance or succession taxes applicable to the ownership, transfer or disposition of ADSs or CPOs by holders that arenon-residents of Mexico, although gratuitous transfers of CPOs may, in some circumstances, cause a Mexican federal tax to be imposed upon a recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders of ADSs or CPOs.

U.S. Federal Income Tax Considerations

General

The following is a summary of certain ~~U.S.~~United States federal income tax consequences generally applicable to the ownership and disposition of CEMEX, S.A.B. de C.V.’s CPOs and ADSs.

This summary is based on provisions of Title 26 of the U.S. ~~Internal~~Code (Internal Revenue ~~Code of 1986,~~Code), as amended (the ~~“Code”~~“Internal Revenue Code”), ~~U.S.~~United States Department of the Treasury regulations promulgated under the Internal Revenue Code, administrative rulings, and judicial interpretations of the Internal Revenue Code, all as in effect on the date of this annual report and all of which are subject to change, possibly retroactively. This summary is limited to U.S. Shareholders (as defined below) who hold our ADSs or CPOs, as the case may be, as capital assets. This summary does not discuss all aspects of ~~U.S.~~United States federal income taxation that may be important to an investor in light of its individual circumstances, for example, an investor subject to special tax rules (e.g., banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, expatriates,tax-exempt investors, persons who own 10% or more of our voting stock, or holders whose functional currency is not the U.S. Dollar or U.S. Shareholders who hold a CPO or an ADS as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction” or other integrated investment, or as other than a capital asset). In addition, this summary does not address the Medicare tax imposed on certain net investment income or any aspect of state, local foreign, gift, estate or alternative minimum tax considerations.

For purposes of this summary, a “U.S. Shareholder” means a beneficial owner of CPOs or ADSs, who is for ~~U.S.~~United States federal income tax purposes:

an individual citizen or resident of the United States;

a corporation or other entity taxable as a corporation that is created or organized in the United States or under the laws of the United States or any political subdivision thereof;

an estate the income of which is subject to ~~U.S.~~United States federal income tax regardless of its source; or

a trust that (i) is subject to the primary supervision of a court within the United States and the control of one or more ~~U.S.~~United States persons are authorized to control all substantial decisions or (ii) has a valid election in effect under applicable ~~U.S.~~United States Department of the Treasury regulations to be treated as a United States person.

If a partnership (including any entity arrangement treated as a partnership for ~~U.S.~~United States federal income tax purposes) is the beneficial owner of CPOs or ADSs, the ~~U.S.~~United States federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A partner in a partnership that is the beneficial owner of CPOs or ADSs should consult its tax advisor regarding the associated tax consequences.

U.S. Shareholders should consult their tax advisors as to the particular tax consequences to them under United States federal, state and local, and foreign laws relating to the ownership and disposition of CEMEX, S.A.B. de C.V.’s CPOs and ADSs.

Ownership of CPOs or ADSs in general

In general, for ~~U.S.~~United States federal income tax purposes, U.S. Shareholders who own ADSs will be treated as the beneficial owners of the CPOs represented by those ADSs, and each CPO will represent a beneficial interest in two Series A shares and one Series B share.

Taxation of distributions with respect to CPOs and ADSs

A distribution of cash or property with respect to the Series A shares or Series B shares represented by CPOs, including CPOs represented by ADSs, generally will be treated as a dividend to the extent paid out of our current or accumulated earnings and profits, as determined under ~~U.S.~~United States federal income tax principles, and will be includible in the gross income of a U.S. Shareholder as foreign source “passive” income on the date the distribution is received by the CPO trustee or successor thereof. Any such dividend will not be eligible for the dividends-received deduction allowed to corporate U.S. Shareholders. To the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under ~~U.S.~~United States federal income tax principles, it will be treated first as atax-free return of the U.S. Shareholder’s adjusted tax basis in the CPOs or ADSs, as applicable, and thereafter as capital gain.

The gross amount of any dividends paid in Mexican Pesos will be includible in the income of a U.S. Shareholder in a Dollar amount calculated by reference to the exchange rate in effect the day the Mexican Pesos are received by the CPO trustee or successor thereof whether or not the Mexican Pesos are converted into Dollars on that day. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date such payment is converted into Dollars will be treated as ordinary income or loss. Such gain or loss will generally be income from sources within the United States for foreign tax credit limitation purposes.

Dividend income is generally taxed as ordinary income. However “qualified dividend income” received by U.S. Shareholders that are individuals (as well as certain trusts and estates) is generally eligible for preferential ~~U.S.~~United States federal income tax rates (provided that certain holding period requirements are met). “Qualified dividend income” includes dividends paid on shares of “qualified foreign corporations” if, among other things: (i) the shares of the foreign corporation are readily tradable on an established securities market in the United States, or (ii) the foreign corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the United States which contains an exchange of information program.

We believe that we are a “qualified foreign corporation” because (i) the ADSs trade on the New York Stock Exchange and (ii) we are eligible for the benefits of the comprehensive income tax treaty between Mexico and the United States which includes an exchange of information program. Accordingly, we believe that any dividends we pay should constitute “qualified dividend income” for ~~U.S.~~United States federal income tax purposes. WeHowever, we cannot assure you ~~however,~~ that we will continue to be considered a “qualified foreign corporation” and that our dividends will continue to be “qualified dividend income.”

Taxation of capital gains on disposition of CPOs or ADSs

The sale, exchange, redemption, or other disposition of CPOs or ADSs will result in the recognition of gain or loss by a U.S. Shareholder for ~~U.S.~~United States federal income tax purposes in an amount equal to the difference between the amount realized on the disposition and the U.S. Shareholder’s tax basis in the CPOs or ADSs, as applicable. Such gain or loss will be long-term capital gain or loss if the U.S. Shareholder’s holding period for the CPOs or ADSs exceeds one year at the time of disposition. Long-term capital gain recognized by a U.S. Shareholder that is an individual (as well as certain trusts and estates) upon the sale or exchange of CPOs or ADSs is generally eligible for preferential ~~U.S.~~United States federal income tax rates. The deduction of capital losses is subject to limitations. Gain from the disposition of CPOs or ADSs generally will be treated as ~~U.S.~~United States source for foreign tax credit purposes; losses will generally be allocated against ~~U.S.~~United States source income. Deposits and withdrawals of CPOs by

U.S. Shareholders in exchange for ADSs will not result in the realization of gain or loss for ~~U.S.~~United States federal income tax purposes.

United States backup withholding and information reporting

A U.S. Shareholder may, under certain circumstances, be subject to information reporting with respect to some payments to that U.S. Shareholder such as dividends or the proceeds of a sale or other disposition of the CPOs or ADSs. Backup withholding also may apply to amounts paid to such holder unless such holder (i) is a corporation or comes within certain exempt categories and demonstrates this fact when so required, or (ii) provides a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be creditable against the U.S. Shareholder’s federal income tax liability, and the U.S. Shareholder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and timely furnishing any required information.

An individual U.S. Shareholder may be required to submit to the IRS certain information with respect to his or her beneficial ownership of CPOs or ADSs, unless such CPOs or ADSs are held on his or her behalf by a ~~U.S.~~United States financial institution. The law also imposes penalties if an individual U.S. Shareholder is required to submit such information to the IRS and fails to do so. U.S. Shareholders should consult their tax advisors regarding the application of the new law in their particular circumstances.

Documents on Display

We are subject to the informational requirements of the Exchange Act and, in accordance with these requirements, file reports and information statements and other information with the SEC. These reports and information statements and other information filed by us with the SEC ~~can be inspected and copied~~are available at the ~~public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549.~~SEC’s website www.sec.gov.

In reviewing the agreements included as exhibits to this annual report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.

The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Item 11—Quantitative and Qualitative Disclosures About Market Risk

See “Item 5—Operating and Financial Review and Prospects—Quantitative and Qualitative Market Disclosure—Our Derivative Financial Instruments.”

Item 12—Description of Securities Other than Equity Securities

Item 12A—Debt Securities

Not applicable.

Item 12B—Warrants and Rights

Not applicable.

Item 12C—Other Securities

Not applicable.

Item 12D—American Depositary Shares

Depositary Fees and Charges

Under the terms of the Deposit Agreement for CEMEX, S.A.B. de C.V.’s ADSs, an ADS holder may have to pay the following service fees to the depositary:


Services		Fees
Issuance of ADSs upon deposit of eligible securities		Up to 5¢ per ADS issued.
Surrender of ADSs for cancelation and withdrawal of deposited securities		Up to 5¢ per ADS surrendered.
Exercise of rights to purchase additional ADSs		Up to 5¢ per ADS issued.
Distribution of cash (i.e., upon sale of rights and other entitlements)		Up to 2¢ per ADS held.

An ADS holder also is responsible to pay fees and expenses incurred by the ADS depositary and taxes and governmental charges including, but not limited to:

transfer and registration fees charged by the registrar and transfer agent for eligible and deposited securities, such as upon deposit of eligible securities and withdrawal of deposited securities;

expenses incurred for converting foreign currency into Dollars;

expenses for cable, telex and fax transmissions and for delivery of securities;

expenses incurred in connection with compliance with exchange control regulations and other applicable regulatory requirements;

fees and expenses incurred in connection with the delivery of deposited securities; and

taxes and duties upon the transfer of securities, such as when eligible securities are deposited or withdrawn from deposit.

We have agreed to pay some of the other charges and expenses of the ADS depositary. Note that the fees and charges that a holder of ADSs is required to pay may vary over time and may be changed by us and by the ADS depositary. ADS holders will receive notice of the changes. The fees described above may be amended from time to time.

Depositary Payments for the ~~year ended~~Year Ended December 31, ~~2017~~2018

In ~~2017,~~2018, we received approximately U.S.$~~1.58~~1.91 million (after applicable ~~U.S.~~United States taxes and including payments to third parties) from our Depositary Bank, Citibank, N.A., to reimburse us for contributions towards our investor

relations activities (including but not limited to investor meetings, conferences and fees to investor relations service vendors) and other miscellaneous expenses related to the listing of our ADSs on the NYSE.

PART II

Item 13—Defaults, Dividend Arrearages and Delinquencies

None.

Item 14—Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15—Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, with the participation of CEMEX, S.A.B. de C.V.’s Chief Executive Officer (the “CEO”) and Executive Vice President of ~~Finance/~~Finance and Administration/Chief Financial Officer (the “CFO”), the effectiveness of our disclosure controls and procedures (as defined in Rule13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual ~~report. Based on the foregoing, our management, with the participation of the CEO~~report, and ~~CFO,~~has concluded that our disclosure controls and procedures were ~~not~~ effective as of December 31, ~~2017 to achieve their intended objectives because of the material weakness in internal control over financial reporting discussed below.~~

In light of this material weakness, prior to filing this annual report on Form 20-F, we performed additional procedures related to our disclosure controls, including qualitative and quantitative evaluation of our financial statements.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this annual report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with IFRS.2018.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule13a-15(f) under the Exchange Act). Internal control over financial reporting refers to a process designed by, or under the supervision of, the CEO and CFO and effected by CEMEX, S.A.B. de C.V.’s board of directors and our management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of CEMEX, S.A.B. de C.V.’s board of directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including the CEO and CFO and principal financial and accounting officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2018, using the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, our management ~~identified the following material weakness in internal control over financial reporting:~~

We did not maintain an effective risk assessment process to identify, analyze and establish processes and controls to mitigate the risk of material misstatements resulting from apparent collusion or management override of controls in relation to significant unusual transactions. In addition, we did not design and operate effective monitoring controls to detect non-compliance with our policies related to the financial reporting of significant unusual transactions.

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

These control deficiencies resulted in no misstatements to the consolidated financial statements for the year ended December 31, 2017. However, these control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore wehas concluded that ~~the deficiencies represent a material weakness in the Company’s internal control over financial reporting and~~ our internal control over financial reporting was ~~not~~ effective as of December 31, ~~2017.~~2018.

Attestation Report of the Independent Registered Public Accounting Firm

The report of KPMG Cárdenas Dosal, S.C., the registered public accounting firm that audited our financial statements included elsewhere in this annual report, ~~has issued an adverse report~~appears on ~~our internal control over financial reporting, which is included in page F-111~~pageF-111 of this annual report.

~~Status of~~ Remediation ~~Actions~~Efforts to Address Material Weakness Identified as at December 31, 2016 and 2017

As ~~previously~~first disclosed in our 2016 annual report on Form20-F, during 2016, CEMEX received reports through its anonymous reporting line related to possible irregularities in the purchase process of land in connection with the Maceo Project. CEMEX initiated an investigation and internal audit in accordance with its corporate governance policies and its code of ethics, which confirmed the irregularities in the purchase process of land in connection with the Maceo Project.

As a result of this investigation and internal audit, on September 23, 2016, CEMEX Latam and CEMEX Colombia terminated the employment of the Vice President of Planning of CEMEX Latam, who was also CEMEX Colombia’s Director of Planning, and the Legal Counsel of CEMEX Latam, who was also the General Counsel of CEMEX Colombia. In addition, effective September 23, 2016, the Chief Executive Officer of CEMEX Latam, who was also the President of CEMEX Colombia, resigned to facilitate the investigation and internal audit.

Since September 2016, we engaged legal counsel, forensic and other advisors to investigate and advise with regard to different matters regarding the Maceo Project, including ~~with respect to~~ our internal controls. We subsequently filed a criminal complaint against four former employees of CEMEX Colombia. ~~The~~We believe the implicated employees, allegedly acting in collusion, were able to intentionally circumvent the ~~then existing~~then-existing internal controls.

As a result of the internal audit procedures for the fiscal years ended December 31, 2016 and 2017, we disclosed the existence of a material weakness in the design and operating effectiveness of our internal control over financial reporting: We did not maintain an effective risk assessment process to identify, analyze and establish processes and controls to mitigate the risk of material misstatements resulting from apparent collusion or management override of controls in relation to significant unusual transactions. In addition, we did not design and operate effective monitoring controls to detectnon-compliance with our policies related to the financial reporting of significant unusual transactions.

While the irregularities occurred in a number of periods prior to 2016, ~~CEMEX~~we performed a qualitative and quantitative evaluation of the resulting financial statement effects and concluded that none of them individually, or in aggregate, were material to any such periods. Accordingly, we have not restated any previously issued financial statements.

Changes in Internal Control Over Financial Reporting

During 2017 and 2018, based on the remediation plan approved by our ~~Audit Committee,~~audit committee, our management designed and implemented certain internal controls over financial reporting in relation to our risk assessment and monitoring of significant unusual transactions to address the material weakness described in Item 15 of our annual report on Form20-F for the year ended December 31, 2016 and 2017, including, but not limited to, the following:

the implementation of a new approval policy over significant unusual transactions that takes place at the operating subsidiary level,

a corporate committee to oversee large investment projects,

enhancements to our internal audit procedures, and

improvements over our current monitoring controls.

~~However, we have not had sufficient time to ensure~~

As of December 31, 2018, our management concluded based on the ~~effective and consistent operation~~results of its testing, that the internal controls implemented were operating effectively. The completion of these ~~controls. In addition, we may plan~~activities was subject to ~~implement additional enhancements to these controls in 2018.~~senior management review, including audit committee oversight.

~~This material weakness will not be considered remediated until the all remediated controls operate effectively for a sufficient period of time.~~

WeOur management and our Board of Directors are committed to maintaining a strong and sustainable internal control over financial reporting environment. We believe it is important to confirm that the new processes and controls put in place as part of the remediation are fully operational for a sufficient period of time and expect that the remediation of this material weakness will be completed during 2018.

~~Changes in Internal Control Over Financial Reporting~~

Except for the ~~remediation actions~~internal controls implemented to address the prior years’ material weakness, as described above, we have not identified changes in our internal ~~control over financial reporting~~controls during ~~2017~~2018 that have materially affected or are reasonably likely to materially affect our internal ~~control~~controls over financial reporting.

Item 16—RESERVED

Item 16A—Audit Committee Financial Expert

CEMEX, S.A.B. de C.V.’s board of directors has determined that it has at least one “audit committee financial expert” (as defined in Item 16A of Form20-F) serving on its audit committee. Mr. ~~José Manuel Rincón Gallardo~~Everardo Elizondo Almaguer meets the requisite qualifications.

Item 16B—Code of Ethics

We have adopted a written code of ethics that applies to all board members, employees, including our principal executive officer, principal financial officer and principal accounting ~~officer.~~officer, third parties (including but not limited to customers, suppliers, and contractors) and other stakeholders. All of our employees are expected to comply with this code in their daily interactions.

Our code of ethics provides the following main guidelines:

(i) Our purpose ~~mission~~ and ~~values:~~scope: we look to ~~build~~act with integrity in ourday-to-day work. This is important for CEMEX’s sustained success and to create a ~~better future through the creation~~workplace in which our people can thrive. Our code of ~~sustainable value by providing industry-leading products and solutions~~ethics aims to ~~satisfy the construction needs~~provide guidance on what is expected from all of ~~our customers;~~us as part of CEMEX;

(ii) Our ~~people and human rights:~~people: we believe our ~~employees give us~~people are our greatest assets. Therefore, we aim to provide a ~~competitive advantage;~~great place to work, we ~~foster~~encourage an ~~encouraging environment for individual growth acting pursuant to our principles~~atmosphere of openness, courage, generosity and ~~values;~~

~~(iii) Customer relations and fair dealing: we work to be our customers’ best option and, to that end, conduct our business dealings fairly and professionally, and supplytop-quality~~ services and products as agreed with our customers; we and our employees make efforts to act in an innovative and proactive manner, exceeding our customers’ expectations and anticipating their needs in order to ensure long and mutually beneficial relationships;

~~(iv) Supplier relations and fair dealing: our success depends on supplier relationships that are built on trust and mutual benefit; we try to always manage our supplier relationships with honesty,~~ respect, ~~and integrity, offering equal opportunities to all parties;~~

(v) Government relations: our operations require a wide range of interactions with government agencies in many countries; these agencies may act as regulators, customers, suppliers, stockholders and/or promoters; we look to always conduct our interactions with these agencies consistent with our principles and values, with particular emphasis on honesty and respect;

(vi) Community relations: we are committed to promoting and contributing to the development of our communities by preserving the environment, fostering mutually beneficial relationships and maintaining open lines of communication;

(vii) Antitrust compliance: we are dedicated to conducting all of our business activities with the highest ethical standards; compliance with applicable laws, including antitrust legislation, is a fundamental part of our corporate values; we operate in many countries and are subject to different antitrust laws and regulations; therefore, our country managers seekso that all ~~of our business activities conform~~employees feel free to ~~local laws~~come forward with their questions, ideas, and ~~regulations, and to our own policies;~~concerns;

(viii) Anti-bribery: we reject all forms of corruption; paying or receiving bribes is illegal and highly unethical, and can lead to severe consequences for all parties involved, including jail for individuals and harsh penalties to our company; we are committed to conducting our business with transparency and integrity, and seek to have all transactions comply with anti-bribery laws, including requirements to maintain complete and accurate books and records;

(ix) Preventing money laundering: we prohibit money laundering, understood as any transaction or series thereof undertaken to conceal the true origin of illicit funds or making them look as they have been obtained from legitimate activities;

(x) Conflicts of interest and corporate opportunities. our employees, officers and directors have an obligation to conduct themselves in an honest and ethical manner and to act in our best interest; our employees, officers and directors must avoid situations that present or could present a potential or actual conflict between their interests and our interests;

(xi) Gifts, services and other courtesies: we, our employees, officers and directors may not accept or give courtesies of any kind that may compromise, or appear to compromise, decision-making on current or future negotiations; it is forbidden to seek or condition a negotiation on any kind of gift, service or courtesy;

(xii) Environmental responsibility: managing our environmental footprint is an integral part of our business philosophy and, therefore, we are fully committed to carrying out our business activities in an environmentally responsible and sustainable manner to minimize the environmental implications of our activities;

(xiii) Political contributions and activities: we acknowledge and respect the right of our employees to participate in activities external to the company, such as politics, provided that they are legal and do not interfere with the employees’ duties and responsibilities or in any way involve the company;

~~(xiv)~~(iii) Health and safety in the workplace: we ~~give highest priority~~plan to ~~preventing~~prevent incidents and ~~safeguarding~~safeguard the health and safety of our workforce and are ~~fully~~ committed to carrying out our business activities in a safe and efficient manner to care for the well-being of all those on our sites and those who may be impacted by our activities;

~~(xv) Confidential information:~~(iv) Human rights: we look to support and respect the protection of internationally proclaimed human rights principles and we do not tolerate any violation of human rights in our ~~employees must administer~~business, our supply chain or partnerships;

(v) Harassment and ~~handle confidential information in a responsible, safe, objective~~workplace respect: we look to have an environment of mutual respect should always be fostered, and ~~legal manner;~~we should provide support and encouragement to each other;

~~(xvi) Financial controls~~(vi) Diversity and ~~records:~~inclusion: we seek to ~~build credibility~~support differences and ~~trust~~provide an inclusive work environment for everyone. Recruitment, promotion, training, compensation and benefits should be based on ability, career experience and alignment with our ~~stakeholders~~values;

(vii) Customer relations: we work to be our customers’ best option and ~~try~~aim to ~~communicate effectively~~conduct our business dealings fairly, professionally and with ~~them~~integrity. We expect our customers to act with the same integrity;

(viii) Supplier relations: we look to manage our supplier relationships with honesty, respect and integrity, offering equal opportunities for all parties;

(ix) Government relations: our operations require a wide range of interactions with government agencies in many countries; these agencies may act as regulators, customers, suppliers, stockholders and/or promoters; we plan to always conduct our interactions with these agencies consistent with our values, with particular emphasis on integrity;

(x) Community relations: we are committed to promoting and contributing to the development of our communities by preserving the environment, fostering mutually beneficial relationships and maintaining open lines of communication. When considering CEMEX’s participation in economic, social, and environmental programs, we should always comply with the law;

(xi) Environment: our business should be carried out in an environmentally responsible and sustainable manner, aiming to mitigate the environmental and social impacts of our business;

(xii) Antitrust compliance: we are committed to conducting all of our business activities in compliance with applicable laws. We operate in many countries and are subject to different antitrust laws and regulations. Therefore, our country managers seek that our business activities conform to local laws and regulations, and to our own policies;

(xiii) Anti-corruption: we forbid our personnel from promising or providing anything of value to government officials or any third parties to secure any undue advantage or unduly influence any decisions;

(xiv) Preventing money laundering: we prohibit money laundering, understood as the process of disguising the nature and source of money or other property connected with criminal activity, such as drug trafficking, terrorism, bribery or corruption, by integrating the illicit money or property into the stream of commerce so that ~~they are provided with full~~it appears legitimate or its true source or owner cannot be identified;

(xv) Conflicts of interest and ~~accurate information about our financial condition and results of operations; consequently,~~corporate opportunities: our employees, officers and directors ~~strive~~have an obligation to ~~ensure, within the scope of~~conduct themselves in an honest and ethical manner and to act in our best interest. Our employees, officers and directors are expected to avoid situations that present or could present a potential or actual conflict between their ~~responsibilities and duties, that our financial records are accurate~~interests and our ~~financial controls effective;~~interests;

(xvi) Gifts and hospitalities: we, ~~also strive~~our employees, officers and directors look to avoid accepting or giving courtesies of any kind that may influence, or appear to compromise, decision-making on current or future negotiations. We should never seek or structure a negotiation on the basis of any gift, service or courtesy from a customer, supplier, consultant, service provider or other third-party;

(xvii) Use of Company’s assets: employees should never use CEMEX assets for their own benefit, and we look to ensure that company assets are not misused by others, stolen or damaged. When using company devices it is prohibited for employees to create, view, store, request or distribute anything of an offensive, illegal or inappropriate nature;

(xviii) Political activities: we acknowledge and respect the right of our ~~reports~~employees to participate in activities external to the company, such as politics, provided that they are legal in their jurisdiction. We look to avoid conducting political activities at company facilities, use company resources for these activities or engage in these activities on company time. We can make political contributions as long as the contributions are allowed by local law and ~~documents filed~~pre-approved internally;

(xix) Data privacy and protection: we plan to protect the confidentiality and integrity of personal data to foster trustworthy business relationships. We aim to process personal data fairly and lawfully and provide access to it within our organization only on aneed-to- know basis;

(xx) Insider trading: we should never buy or sell the stock of CEMEX while in possession ofnon-public material information about the company. We should never “tip” others or sharenon-public material information even if we do not intend to profit for ourselves or others;

(xxi) Intellectual property: we look to ensure the protection of CEMEX’s intellectual property and capture innovation to ensure added value and freedom to operate. CEMEX recognizes and respects the intellectual property of third parties and intends to prevent and avoid consequences of potential infringement of third parties’ rights;

(xxii) Accurate records: we look to provide our stakeholders with correct and complete information in a timely manner; anyone responsible for financial records, or ~~submitted~~any other CEMEX records or reporting, must aim to ~~securities regulators, as well as all other public communications, include full, fair,~~ensure that those records accurately reflect our business activities, are supported by evidence, and are complete, accurate, ~~timely~~ and ~~understandable disclosure;~~timely; and

~~(xvii) Preservation~~(xxiii) Communication and use of ~~assets: the proper use and preservation~~social media: we should not make any statements outside of ~~our tangible and intangible assets are essential~~CEMEX about company performance, initiatives or any other internal matters. We look to ~~fulfill our mission.~~keep all confidential matters safe.

We promote awareness and enforcement of our code of ethics through our ethics committees, training programs and secured internal communications channels. We periodically evaluate and update the provisions of our code of ethics.

You may view our code of ethics in the corporate governance section of our website (www.cemex.com), or you may request a copy of our code of ethics, at no cost, by writing to or telephoning us as follows:

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

Avenida Ricardo Margáin Zozaya #325

Colonia Valle del Campestre

San Pedro Garza García, Nuevo León, 66265, México

Attn: Luis Hernández

Telephone: +52 81 8888-8888

Item 16C—Principal Accountant Fees and Services

Audit Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us ~~approximately Ps232~~Ps274 million in fiscal year ~~2017~~2018 in connection with the professional services rendered for the audit of our annual financial statements and services normally provided by them relating to statutory and regulatory filings or engagements. In fiscal year ~~2016,~~2017, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide ~~billed~~charged us ~~approximately Ps248~~Ps272 million for these services.

Audit-Related Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide ~~billed~~charged us ~~approximately Ps11~~Ps24 million in fiscal year ~~2017~~2018 for assurance and related services reasonably related to the performance of our audit. In fiscal year ~~2016,~~2017, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us ~~approximately Ps7~~Ps38 million for audit-related services.

Tax Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us ~~approximately Ps13~~Ps16 million in fiscal year ~~2017~~2018 for tax compliance, tax advice and tax planning. In fiscal year ~~2016,~~2017, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide ~~billed~~charged us ~~approximately Ps20~~Ps22 million fortax-related services.

All Other Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide ~~billed~~charged us ~~Ps14~~Ps23 million in fiscal year ~~2017~~2018 for products and services other than those comprising audit fees, audit-related fees and tax

fees. In fiscal year ~~2016,~~2017, KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us ~~approximately~~ Ps16 million for products and services in this category. These fees relate mainly to services provided by KPMG to us with respect to our due diligence activities around the world.

Audit CommitteePre-Approval Policies and Procedures

Our audit committee is responsible for, among other things, ~~for~~ the appointment, compensation and oversight of our external auditors. To assure the independence of our independent auditors, our audit committeepre-approves annually a catalog of specific audit andnon-audit services in the categories Audit Services, Audit-Related Services,Tax-Related Services and Other Services that may be performed by our auditors, as well as the budgeted fee levels for each of these categories. All other permitted services must receive a specific approval from our audit committee. Our external auditor periodically provides a report to our audit committee in order for our audit committee to review the services that our external auditor is providing, as well as the status and cost of those services.

During ~~2017,~~2018, there were no services provided to us by our external auditors that were performed pursuant to the de minimis exception.

Item 16D—Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E—Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F—Change in ~~Registrant~~’sRegistrant’s Certifying Accountant

Not applicable.

Item 16G—Corporate Governance

Section 303A.11 of the NYSE Listed Company Manual (“LCM”) requires that listed foreign private issuers, such as CEMEX, disclose any significant ways in which their corporate governance practices differ from those followed by ~~U.S.~~United States companies under NYSE listing standards.

CEMEX’s corporate governance practices are governed by itsby-laws, by the corporate governance provisions set forth in the Mexican Securities Market Law, the Mexican Regulation for Issuers (Circular de Emisoras ~~(the “Mexican Regulation for Issuers”~~) issued by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores ~~(the “Mexican Banking and Securities Commission”~~) and the Mexican Stock Exchange Rules (Reglamento Interior de la Bolsa Mexicana de Valores ~~(the “Mexican Stock Exchange Rules”~~), and by applicable ~~U.S.~~United States securities laws. CEMEX is also subject to the rules of the NYSE to the extent they apply to foreign private issuers. Except for those specific rules, foreign private issuers are permitted to follow home country practice in lieu of the provisions of Section 303A of the LCM.

CEMEX, on a voluntary basis, also complies with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas ~~(the “Mexican Code of Best Corporate Practices”~~) which, as indicated below, ~~which~~ was promulgated by a committee established by the ~~Consejo Coordinador Empresarial (“~~Mexican Corporate Coordination ~~Board”~~Board (Consejo Coordinador Empresarial). The Mexican Corporate Coordination Board provides recommendations for better corporate governance practices for listed companies in Mexico, and the Mexican Code of Best Corporate Practices has been endorsed by the Mexican Banking and Securities Commission.

The following is a summary of significant ways in which our corporate governance practices differ from those required to be followed by ~~U.S.~~United States domestic companies under the NYSE’s listing standards.


NYSE LISTING STANDARDS		CEMEX CORPORATE GOVERNANCE PRACTICE
303A.01

Listed companies must have a majority of independent directors.		Pursuant to the Mexican Securities Market Law, CEMEX, S.A.B. de C.V. is required to have a board of directors with a maximum of 21 members, 25% of whom must be independent. Determination as to the independence of CEMEX, S.A.B. de C.V.’s directors is made upon their election by CEMEX, S.A.B. de C.V.’s shareholders at the corresponding meeting. As of December 31, ~~2017,~~2018, CEMEX, S.A.B. de C.V.’s board of directors had 15 members, of which more than 50% are independent under the Mexican Securities Market Law.

		The Mexican Securities Market Law sets forth, in article 26, the definition of “independence,” which differs from the one set forth in Section 303A.02 of the LCM. Generally, under the Mexican Securities Market Law, a director is not independent if such director is an employee or officer of the company or its subsidiaries; an individual that has significant influence over the company or its subsidiaries; a shareholder that is part of a group that controls the company; or, if there exist certain relationships between a company and a director, entities with which the director is associated or family members of the director.

303A.03

Non-management directors must meet at regularly scheduled executive sessions without management.		Under CEMEX, S.A.B. de C.V.’sby-laws and ~~the~~ Mexican ~~Laws~~laws and ~~Regulations,~~regulations, ournon-management and independent directors are not required to meet in executive sessions. CEMEX, S.A.B. de C.V.’s board of directors must meet at least once every three months.

303A.04

Listed companies must have a nominating/corporate governance committee composed of independent directors.		Under CEMEX, S.A.B. de C.V.’sby-laws and ~~the~~ Mexican ~~Laws~~laws and ~~Regulations,~~regulations, we are not required to have a nominating committee. We do not have such a committee.

		Our ~~Corporate Practices~~corporate practices and ~~Finance Committee~~finance committee operates pursuant to the provisions of the Mexican Securities Market Law and CEMEX, S.A.B. de C.V.’sby-laws. Our ~~Corporate Practices~~corporate practices and ~~Finance Committee~~finance committee is composed of four independent directors.

		Our ~~Corporate Practices~~corporate practices and ~~Finance Committee~~finance committee is responsible for evaluating the performance of our executive officers; reviewing related party transactions; reviewing the compensation paid to executive officers; evaluating any waivers granted to directors or executive officers for their taking of corporate opportunities; and carrying out the activities described under Mexican law. Our corporate practices and finance committee meets as required by CEMEX, S.A.B. de C.V.’sby-laws and by Mexican laws and regulations.


NYSE LISTING STANDARDS		CEMEX CORPORATE GOVERNANCE PRACTICE
		~~Our Corporate Practices and Finance Committee meets as required by CEMEX, S.A.B. de C.V.’sby-laws~~ ~~and by the Mexican Laws and Regulations.~~

303A.05

Listed companies must have a compensation committee composed of independent directors.		Under CEMEX, S.A.B. de C.V.’sby-laws and ~~the~~ Mexican ~~Laws~~laws and ~~Regulations,~~regulations, we are not required to have a compensation committee. We do not have such a committee.

Compensation committee members must satisfy additional independence requirements specific to compensation committee membership.

Listed companies must have an audit committee that satisfies the requirements of Rule10A-3 under the Exchange Act.		CEMEX, S.A.B. de C.V.’s ~~Audit Committee~~audit committee operates pursuant to the provisions of the Mexican Securities Market Law and CEMEX, S.A.B. de C.V.’sby-laws.

		CEMEX, S.A.B. de C.V.’s ~~Audit Committee~~audit committee is composed of four members. According to CEMEX, S.A.B. de C.V.’sby-laws, all of the members must be independent.

		CEMEX, S.A.B. de C.V.’s ~~Audit Committee~~audit committee is responsible for evaluating the company’s internal controls and procedures, identifying any material deficiencies it finds; following up with any corrective or preventive measures adopted with respect to thenon-compliance with the operation and accounting guidelines and policies; evaluating the performance of the external auditors; describing and valuating thosenon-audit services rendered by the external auditor; reviewing the company’s financial statements; assessing the effects of any modifications to the accounting policies approved during a fiscal year; overseeing measures adopted as result of any observations made by shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal controls and internal and external audit, as well as any complaints regarding irregularities in management, including anonymous and confidential methods for addressing concerns raised by employees; and assuring the execution of resolutions adopted at shareholders’ or board of directors’ meetings.

		CEMEX, S.A.B. de C.V.’s board of directors has determined that it has an “audit committee financial expert,” for purposes of the Sarbanes-Oxley Act of 2002, serving on its ~~Audit Committee.~~audit committee.

		CEMEX, S.A.B. de C.V.’s ~~Audit Committee~~audit committee meets as required by CEMEX, S.A.B. de C.V.’sby-laws and by ~~the~~ Mexican ~~Laws~~laws and ~~Regulations.~~regulations.


~~NYSE LISTING STANDARDS~~		~~CEMEX CORPORATE GOVERNANCE PRACTICE~~
303A.09

Listed companies must adopt and disclose corporate governance guidelines.		Under CEMEX, S.A.B. de C.V.’sby-laws and ~~the~~ Mexican ~~Laws~~laws and ~~Regulations,~~regulations, we are not required to adopt corporate governance guidelines, but, on an annual basis, we file a report with the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.


NYSE LISTING STANDARDS		CEMEX CORPORATE GOVERNANCE PRACTICE
303A.10

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.		CEMEX, S.A.B. de C.V. has adopted a written code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer.

Equity compensation plans

Equity compensation plans require shareholder approval under the Mexican Securities Market Law, subject to limited exemptions.		Shareholder approval is not expressly required under CEMEX, S.A.B. de C.V.’sby-laws for the adoption and amendment of an equity compensation plan. However, at our 2017 annual shareholders’ meeting held on April 5, 2018, CEMEX, S.A.B. de C.V.’s shareholders resolved to extend our current stock program for our employees, officers and administrators until December 31, 2023.

Item 16H—Mine Safety Disclosure

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 15.1 to this annual report.

PART III

Item 17—Financial Statements

Not applicable.

Item 18—Financial Statements

See pagesF-1 throughF-6, incorporated herein by reference.

Item 19—Exhibits



1.1		Amended and RestatedBy-laws of CEMEX, S.A.B. de C.V.(m)

1.2		Extract of the Resolutions of the Extraordinary General Shareholders’ Meeting of CEMEX, S.A.B. de C.V. held on March 28, 2019.(n)

2.1		Form of Certificate for shares of Series A Common Stock of CEMEX, S.A.B. de C.V.(k)

2.2		Form of Certificate for shares of Series B Common Stock of CEMEX, S.A.B. de C.V.(k)

2.3		English Translation of Amended and Restated Agreement to the Trust Agreement, dated as of November 27, 2014, between CEMEX, S.A.B. de C.V., as founder of the trust, and Banco Nacional de México, S.A. regarding the CPOs.(j)

2.4		Form of CPO Certificate.(l)

2.5		Form of Second Amended and Restated Deposit Agreement (Series A and Series B share CPOs), dated August 10, 1999, among CEMEX, S.A. de C.V., Citibank, N.A. and holders and beneficial owners of American Depositary Shares.(b)(p)

2.5.1		Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of July 1, 2005, by and among CEMEX, S.A. de C.V., Citibank, N.A., as Depositary, and all holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including the form of ADR attached thereto.(d)

2.5.2		Amendment No. 2 to the Second Amended and Restated Deposit Agreement, dated as of February 11, 2015, by and among CEMEX, S.A.B. de C.V., Citibank, N.A., as Depositary, and all holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including the form of ADR attached thereto.(k)

2.5.3		Letter Agreement, dated October 12, 2007, by and between CEMEX, S.A.B. de C.V. and Citibank, N.A., as Depositary, supplementing the Second Amended and Restated Deposit Agreement, as amended, to enable the Depositary to establish a direct registration system for the ADSs.(d)

2.5.4		Letter Agreement, dated March 30, 2010 by and between CEMEX, S.A.B. de C.V. and Citibank, N.A., as Depositary, supplementing the Second Amended and Restated Deposit Agreement, as amended, to set forth the terms upon which CEMEX, S.A.B. de C.V. is to establish a restricted ADS series.(i)

2.5.5		Letter Agreement, dated March 15, 2011 by and between CEMEX, S.A.B. de C.V. and Citibank, N.A., as Depositary, supplementing the Second Amended and Restated Deposit Agreement, as amended, to set forth the terms upon which CEMEX, S.A.B. de C.V. is to deposit CPOs upon conversion of the 3.75% Subordinated Convertible Notes due 2018, and the Depositary is to issue ADSs upon deposit of such CPOs.(i)

2.5.6		Letter Agreement, dated March 15, 2011 by and between CEMEX, S.A.B. de C.V. and Citibank, N.A., as Depositary, supplementing the Second Amended and Restated Deposit Agreement, as amended, to set forth the terms upon which CEMEX, S.A.B. de C.V. is to establish a restricted ADS series.(i)

2.6		Form of American Depositary Receipt evidencing American Depositary Shares.(k)



4.1		Note Indenture, dated as of December 18, 2006, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$350,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.1.1		First Supplemental Note Indenture, dated as of August 10, 2009, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, supplementing the Note Indenture, dated as of December 18, 2006, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$350,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.1.2		Second Supplemental Note Indenture, dated as of May 12, 2010, by and among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, The Bank of New York Mellon, as trustee, Swap 5 Capital (SPV) Limited and C5 Capital (SPV) Limited., supplementing the Note Indenture, dated as of December 18, 2006, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$350,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.2		Note Indenture, dated as of December 18, 2006, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$900,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.2.1		First Supplemental Note Indenture, dated as of August 10, 2009, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, supplementing the Note Indenture, dated as of December 18, 2006, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$900,000,000 aggregate principal amount of Callable PerpetualDual-Currency Notes.(d)

4.2.2		Second Supplemental Note Indenture, dated as of May 12, 2010, by and among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, The Bank of New York Mellon, as trustee, Swap 10 Capital (SPV) Limited and C10 Capital (SPV) Limited., supplementing the Note Indenture, dated as of December 18, 2006, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$900,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.3		Note Indenture, dated as of February 12, 2007, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$750,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)



4.3.1		First Supplemental Note Indenture, dated as of August 10, 2009, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, supplementing the Note Indenture, dated as of February 12, 2007, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$750,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.3.2		Second Supplemental Note Indenture, dated as of May 12, 2010, by and among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, The Bank of New York Mellon, as trustee, Swap 8 Capital (SPV) Limited and 8 Capital (SPV) Limited., supplementing the Note Indenture, dated as of February 12, 2007, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S.$750,000,000 aggregate principal amount of Callable Perpetual Dual-Currency Notes.(d)

4.4		Note Indenture, dated as of May 9, 2007, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S. €730,000,000 Callable Perpetual Dual-Currency Notes.(d)

4.4.1		First Supplemental Note Indenture, dated as of August 10, 2009, by and among New Sunward Holding Financial Ventures B.V., as issuer, and CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., and New Sunward Holding B.V., as guarantors and the Bank of New York, as trustee, supplementing the Note Indenture, dated as of May 9, 2007, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S. €730,000,000 Callable Perpetual Dual-Currency Notes.(d)

4.4.2		Second Supplemental Note Indenture, dated as of May 12, 2010, by and among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, The Bank of New York Mellon, as trustee, SwapC10-EUR Capital (SPV) Limited andC10-EUR Capital (SPV) Limited., supplementing the Note Indenture, dated as of February 12, 2007, among New Sunward Holding Financial Ventures B.V., as issuer, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V., as guarantors, and The Bank of New York Mellon, as trustee, relating to New Sunward Holding Financial Ventures B.V.’s U.S. €730,000,000 Callable Perpetual Dual-Currency Notes.(d)

4.5		Indenture, dated as of December 10, 2009, by and among CEMEX, S.A.B. de C.V., as issuer, Banco Mercantil del Norte, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Banorte, as common representative and calculation agent, in connection with the issuance of Mandatory Convertible Bonds.(d)

4.6		Amendment and Restatement Deed, dated July 19, 2017, by and among CEMEX, S.A.B. de C.V. and certain of its subsidiaries, the Intra-Group Lenders (as named therein), Citibank Europe plc, UK Branch (formerly Citibank International Ltd), as Facilities Agent, and Wilmington Trust (London) Limited, as Security Agent, relating to the Intercreditor Agreement, dated September 17, 2012 and amended October 31, 2014, and July 23, 2015.(m)



4.7		Dutch law Share Pledge over the registered shares in New Sunward Holding B.V., dated September 17, 2012, between (i) CEMEX International Finance Company Ltd. (formerly CEMEX International Finance Company) which merged into New Sunward Holding B.V., (ii) Corporación Gouda S.A. de C.V. and Mexcement Holdings, S.A. de C.V., both which merged into ~~CEMEX~~Cemex Operaciones México, S.A. de C.V. and CEMEX TRADEMARKS HOLDING Ltd. (as Pledgors) and Wilmington Trust (London) Limited (as Pledgee).(g)

4.7.1		Dutch law Share Pledge over the registered shares in New Sunward Holding B.V., dated December 15, 2015, between ~~CEMEX~~Cemex Operaciones México, S.A. de C.V. (as Pledgor) and Wilmington Trust (London) Limited (as Pledgee).(k)

4.7.2		Security Confirmation Agreement of Dutch law Share Pledges over the registered shares in New Sunward Holding B.V., dated July 19, 2017, between ~~CEMEX~~Cemex Operaciones México, S.A. de C.V. and CEMEX TRADEMARKS HOLDING Ltd. (as Security Providers), New Sunward Holding B.V. and Wilmington Trust (London) Limited (as Security Agent).(m)

4.8		Swiss law Share Pledge over 1,938,958,014 shares in CEMEX TRADEMARKS HOLDING Ltd., dated September 17, 2012, between CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., Interamerican Investments Inc. and Empresas Tolteca de México, S.A. de C.V. (as Pledgors) and Wilmington Trust (London) Limited (as Pledgee).(g)

4.8.1		Security Confirmation Agreement of Swiss law Share Pledge over 1,938,958,014 shares in CEMEX TRADEMARKS HOLDING Ltd., dated July 23, 2015, between CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., Interamerican Investments Inc. and Empresas Tolteca de México, S.A. de C.V. (as Pledgors) and Wilmington Trust (London) Limited (as Pledgee).(k)

4.8.2		Security Confirmation Agreement of Swiss law Share Pledge over 1,938,958,014 shares in CEMEX TRADEMARKS HOLDING Ltd., dated July 19, 2017, between CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., Interamerican Investments Inc. and Empresas Tolteca de México, S.A. de C.V. (as Pledgors) and Wilmington Trust (London) Limited (as Pledgee).(m)

4.8.3		Swiss law Share Pledge over 8,424,037 shares in CEMEX TRADEMARKS HOLDING Ltd., dated July 19, 2017, between CEMEX, S.A.B. de C.V. (as Pledgor) and Wilmington Trust (London) Limited (as Security Agent).(m)

4.8.4		Security Confirmation Agreement of Swiss law Share Pledge over 1,947,382,051 s shares in CEMEX TRADEMARKS HOLDING Ltd., dated April 2, 2019, between CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., Interamerican Investments Inc. and Empresas Tolteca de México, S.A. de C.V. (as Pledgors) and Wilmington Trust (London) Limited (as Pledgee).(n)

4.9		Spanish law Share Pledge over the shares in CEMEX España, S.A., dated November 8, 2012, between New Sunward Holding B.V., CEMEX, S.A.B. de C.V., CEMEX España, S.A. and Wilmington Trust (London) Limited (as Security Agent).(g)

4.10		Extension Agreement to Spanish law Share Pledge over the shares in CEMEX España, S.A., dated July 19, 2017, between New Sunward Holding B.V., CEMEX, S.A.B. de C.V., CEMEX España, S.A., Wilmington Trust (London) Limited (as Security Agent), Banco Bilbao Vizcaya Argentaria, S.A. (as Custodian) and the Lenders (as named therein).(m)

4.11		English translation of the Second Amendment and Restatement Agreement of the Mexican law Security Trust Agreement, dated July 25, 2017, entered into by CEMEX, S.A.B. de C.V., Empresas Tolteca de Mexico, S.A. de C.V., CEMEX Central, S.A. de C.V., Interamerican Investments Inc., Cemex México, S.A. de. C.V., and CEMEX Operaciones México, S.A. de C.V., regarding the shares that each of them owned in: CEMEX México, S.A. de C.V. and CEMEX Operaciones México, S.A. de C.V.(m)

4.12		Facilities Agreement, dated July 19, 2017, among CEMEX, S.A.B. de C.V. and certain of its subsidiaries, the financial institutions named therein, as Original Lenders, Citibank Europe PLC, UK Branch, as Agent, and Wilmington Trust (London) Limited, as Security Agent.(m)

~~4.13~~		Indenture, dated as of October 2, 2013, among CEMEX, S.A.B. de C.V, as issuer, the Note Guarantors party thereto and The Bank of New York Mellon, as trustee, in connection with the issuance of U.S.$500,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2018.(h)



~~4.13.1~~		Supplemental Indenture No. 1, dated as of April 1, 2014, among CEMEX, S.A.B. de C.V., as issuer, the Note Guarantors party thereto and The Bank of New York Mellon, as trustee, relating to its Floating Rate Senior Secured Notes due 2018.(h)

~~4.14~~		English Translation of Accession Deed, dated October 2, 2013, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of U.S.$500,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2018.(h)

~~4.15~~4.13		Indenture, dated as of April 1, 2014, among CEMEX Finance LLC, as issuer, the Note Guarantors party thereto and The Bank of New York Mellon, as trustee, in connection with the issuance of U.S.$1,000,000,000 aggregate principal amount of 6.000% U.S. Dollar-Denominated Senior Secured Notes due 2024.(h)

~~4.16~~4.14		English Translation of Accession Deed, dated April 1, 2014, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX Finance LLC of U.S.$1,000,000,000 aggregate principal amount of 6.000% U.S. Dollar-Denominated Senior Secured Notes due 2024.(h)

~~4.17~~		Indenture, dated as of April 1, 2014, among CEMEX Finance LLC, as issuer, the Note Guarantors party thereto, The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent, in connection with the issuance of €400,000,000 aggregate principal amount of 5.250% Euro-Denominated Senior Secured Notes due 2021.(h)

~~4.18~~		English Translation of Accession Deed, dated April 1, 2014, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX Finance LLC of €400,000,000 aggregate principal amount of 5.250% Euro-Denominated Senior Secured Notes due 2021.(h)

~~4.19~~4.15		Indenture, dated as of September 11, 2014, among CEMEX, S.A.B. de C.V., as issuer, the Note Guarantors party thereto and The Bank of New York Mellon, as trustee, in connection with the issuance of U.S.$1,100,000,000 aggregate principal amount of 5.700% U.S. Dollar-Denominated Senior Secured Notes due 2025.(j)

~~4.20~~4.16		English Translation of Accession Deed, dated September 11, 2014, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of U.S.$1,100,000,000 aggregate principal amount of 5.700% U.S. Dollar-Denominated Senior Secured Notes due 2025.(j)

~~4.21~~		Indenture, dated as of March 5, 2015, among CEMEX, S.A.B. de C.V., as issuer, the Note Guarantors party thereto, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent, in connection with the issuance of U.S.$750,000,000 aggregate principal amount of 6.125% U.S. Dollar-Denominated Senior Secured Notes due 2025.(j)

~~4.22~~		English Translation of Accession Deed, dated March 5, 2015, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of U.S.$750,000,000 aggregate principal amount of 6.125% U.S. Dollar-Denominated Senior Secured Notes due 2025.(j)

~~4.23~~4.17		Indenture, dated as of March 5, 2015, among CEMEX, S.A.B. de C.V., as issuer, the Note Guarantors party thereto, The Bank of New York Mellon, as trustee and registrar, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent, in connection with the issuance of €550,000,000 aggregate principal amount of 4.375% Euro-Denominated Senior Secured Notes due 2023.(j)

~~4.24~~4.18		English Translation of Accession Deed, dated March 5, 2015, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of €550,000,000 aggregate principal amount of 4.375%Euro-Denominated Senior Secured Notes due 2023.(j)



~~4.25~~4.19		Indenture, dated as of March 13, 2015, among CEMEX, S.A.B. de C.V., as issuer, The Bank of New York Mellon, as trustee, CIBanco S.A., Institución de Banca Múltiple, as Mexican trustee, in connection with the issuance of $200,000,000 aggregate principal amount of 3.72% Convertible Subordinated Notes due 2020.(j)

~~4.26~~4.20		Indenture, dated as of May 28, 2015, among CEMEX, S.A.B. de C.V. as issuer, The Bank of New York Mellon, as trustee, and CIBanco S.A., Institución de Banca Múltiple, as Mexican trustee, with respect to the issuance of 3.72% Convertible Subordinated Notes due 2020.(k)

~~4.27~~4.21		Note Indenture, dated as of March 16, 2016, among CEMEX, S.A.B. de C.V., the guarantors listed therein, and The Bank of New York Mellon, as trustee, with respect to the issuance of 7.750% Senior Secured Notes due 2026.(k)

~~4.28~~4.22		English Translation of Accession Deed, dated March 16, 2016, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of U.S.$1,000,000,000 aggregate principal amount of 7.750% Senior Secured Notes due 2026.(k)

~~4.29~~4.23		Indenture, dated as of June 14, 2016, among CEMEX Finance LLC, the guarantors listed therein, The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent, with respect to the issuance of 4.625% Senior Secured Notes due 2024.(l)

~~4.30~~4.24		Indenture, dated as of December 5, 2017, among CEMEX, S.A.B. de C.V., the guarantors listed therein, and The Bank of New York Mellon, as trustee, in connection with the issuance of €650,000,000 aggregate principal amount of 2.750% Euro-Denominated Senior Secured Notes due 2024.(m)



~~4.31~~4.25		English Translation of Accession Deed, dated December 5, 2017, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of €650,000,000 aggregate principal amount of 2.750% Euro-Denominated Senior Secured Notes due 2024.(m)

4.26		Indenture, dated as of March 19, 2019, among CEMEX, S.A.B. de C.V., the guarantors listed therein, and The Bank of New York Mellon, as trustee, in connection with the issuance of €400,000,000 aggregate principal amount of 3.125% Euro-Denominated Senior Secured Notes due 2026.(n)

4.27		English Translation of Accession Deed, dated March 19, 2019, issued by The Bank of New York Mellon, as Trustee, and CEMEX España, S.A., concerning the shares of CEMEX España, S.A. relating to the issuance by CEMEX, S.A.B. de C.V. of €400,000,000 aggregate principal amount of 3.125% Euro-Denominated Senior Secured Notes due 2026.(n)

4.28		Amendment and Restatement Agreement, dated as of April 2, 2019, by and among CEMEX S.A.B. de C.V. and certain of its subsidiaries, the financial institutions named therein as Original Lenders, Citibank Europe, plc, UK Branch, as Agent, and Wilmington Trust (London) Limited, as Security Agent, relating to the Facilities Agreement, dated July 19, 2017.(n)

8.1		List of subsidiaries of CEMEX, S.A.B. de C.V.~~(m)~~(n)

12.1		Certification of the Principal Executive Officer of CEMEX, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~(m)~~(n)

12.2		Certification of the Principal Financial Officer of CEMEX, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~(m)~~(n)

13.1		Certification of the Principal Executive and Financial Officers of CEMEX, S.A.B. de C.V. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~(m)~~(n)

14.1		Consent of KPMG Cárdenas Dosal, S.C. to the incorporation by reference into the effective registration statements of CEMEX, S.A.B. de C.V. under the Securities Act of their report with respect to the consolidated financial statements of CEMEX, S.A.B. de C.V., which appears in this annual report.~~(m)~~(n)

15.1		Mine safety and health administration safety data.~~(m)~~(n)

101. INS		XBRL Instance Document.~~(m)~~(n)

101. SCH		XBRL Taxonomy Extension Schema Document.~~(m)~~(n)

101. CAL		XBRL Taxonomy Extension Calculation Linkbase Document.~~(m)~~(n)

101. LAB		XBRL Taxonomy Extension Label Linkbase Document.~~(m)~~(n)

101. PRE		XBRL Taxonomy Extension Presentation Linkbase Document.~~(m)~~(n)

101. DEF		XBRL Taxonomy Extension Definition Document.~~(m)~~(n)

(a)	Incorporated by reference to Form6-K of CEMEX, S.A.B. de C.V., filed with the SEC on March 27, 2015.

(b)	Incorporated by reference to the Registration Statement on FormF-4 of CEMEX, S.A.B. de C.V. (RegistrationNo. 333-10682), filed with the SEC on August 10, 1999.

(c)	Incorporated by reference to the 2002 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 8, 2003.

(d)	Incorporated by reference to the 2009 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on June 30, 2010.

(e)	Incorporated by reference to the 2010 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on June 16, 2011.

(f)	Incorporated by reference to the 2011 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 30, 2012.

(g)	Incorporated by reference to the 2012 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 23, 2013.

(h)	Incorporated by reference to the 2013 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 28, 2014.

(i)	Incorporated by reference to the Registration Statement on FormF-6 of CEMEX, S.A.B. de C.V. (RegistrationNo. 333-174743), filed with the SEC on June 6, 2011.

(j)	Incorporated by reference to the 2014 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 27, 2015.

(k)	Incorporated by reference to the 2015 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 22, 2016.

(l)	Incorporated by reference to the 2016 annual report on Form20-F of CEMEX, S.A.B. de C.V. filed with the SEC on April 28, 2017.

(m)	Incorporated by referenced to the 2017 annual report on Form20-F of CEMEX, S.A.B. de C. V. filed with the SEC on April 30, 2018.

(n)	Filed herewith.

(p)	This was a paper filing, and it is not available on the SEC website.

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

CEMEX, S.A.B. de C.V. hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


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

By:		/s/ Fernando Ángel González ~~Olivieri~~Oliveri
Name:		Fernando Ángel González ~~Olivieri~~Oliveri
Title:		Chief Executive Officer

Date: April ~~30, 2018~~24, 2019

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS


CEMEX, S.A.B. de C.V. and Subsidiaries:

Consolidated Income Statements for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016			F-2

Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016			F-3

Consolidated Statements of Financial Position as of December 31, ~~2017~~2018 and ~~2016~~2017			F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016			F-5

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016			F-6

Notes to the Consolidated Financial Statements			F-7

Report of Independent Registered Public Accounting Firm — KPMG Cárdenas Dosal, S.C.			~~F-110~~F-111

Internal Control Report of Independent Registered Public Accounting Firm — KPMG Cárdenas Dosal, S.C.			~~F-111~~F-112

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Income Statements

(Millions of Mexican pesos, except for earnings per share)


			Years ended December 31,											Years ended December 31,
	Notes		2017			2016			2015			Notes		2018			2017			2016
Net sales	3	Ps		258,131			249,945			219,299
Revenues												3	Ps		276,855			257,437			249,477
Cost of sales	2.16			(169,534	)		(160,433	)		(144,513	)	2.16			(182,965	)		(168,858	)		(159,946	)

Gross profit				88,597			89,512			74,786					93,890			88,579			89,531
Operating expenses	5			(56,026	)		(53,969	)		(47,910	)	2.16, 5			(60,694	)		(55,967	)		(53,913	)

Operating earnings before other expenses, net	2.1			32,571			35,543			26,876		2.1			33,196			32,612			35,618
Other expenses, net	6			(3,815	)		(1,670	)		(3,032	)	6			(5,837	)		(3,815	)		(1,670	)

Operating earnings				28,756			33,873			23,844					27,359			28,797			33,948
Financial expense	16			(19,301	)		(21,487	)		(19,784	)	16			(12,597	)		(19,301	)		(21,487	)
Financial income and other items, net	7			3,616			4,489			(1,333	)	7			96			3,616			4,467
Share of profit of equity accounted investees	13.1			588			688			737		13.1			653			588			688

Earnings before income tax				13,659			17,563			3,464					15,511			13,700			17,616
Income tax	19			(520	)		(3,125	)		(2,368	)	19			(4,467	)		(520	)		(3,125	)

Net income from continuing operations				13,139			14,438			1,096					11,044			13,180			14,491
Discontinued operations	4.2			3,499			768			1,028		4.2			212			3,461			713

CONSOLIDATED NET INCOME				16,638			15,206			2,124					11,256			16,641			15,204
Non-controlling interest net income				1,417			1,173			923					789			1,417			1,173

CONTROLLING INTEREST NET INCOME		Ps		15,221			14,033			1,201			Ps		10,467			15,224			14,031

Basic earnings per share	22	Ps		0.34			0.32			0.03		22	Ps		0.22			0.34			0.32
Basic earnings per share from continuing operations	22	Ps		0.26			0.30			0.01		22	Ps		0.22			0.26			0.30
Diluted earnings per share	22	Ps		0.34			0.32			0.03		22	Ps		0.22			0.34			0.32
Diluted earnings per share from continuing operations	22	Ps		0.26			0.30			0.01		22	Ps		0.22			0.26			0.30

The accompanying notes are part of these consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Millions of Mexican pesos)


				Years ended December 31,												Years ended December 31,
	Notes			2017			2016			2015			Notes			2018			2017			2016
CONSOLIDATED NET INCOME			Ps		16,638			15,206			2,124				Ps		11,256			16,641			15,204
Items that will not be reclassified subsequently to the income statement
Net actuarial (losses) from remeasurements of defined benefit pension plans		18			3			(4,019	)		(748	)
Net actuarial gains (losses) from remeasurements of defined benefit pension plans														18			3,404			3			(4,019	)
Income tax recognized directly in other comprehensive income		19			(1	)		788			183			19			(530	)		(1	)		788

					2			(3,231	)		(565	)					2,874			2			(3,231	)

Items that are or may be reclassified subsequently to the income statement
Effects fromavailable-for-sale investments and derivative financial instruments designated as cash flow hedges		13.2, 16.4			275			36			335			13.2, 16.4			(2,285	)		275			36
Currency translation of foreign subsidiaries		20.2			(9,519	)		11,630			7,976
Currency translation results of foreign subsidiaries														20.2			(1,700	)		(9,519	)		11,630
Income tax recognized directly in other comprehensive income		19			233			(696	)		453			19			752			233			(696	)

					(9,011	)		10,970			8,764						(3,233	)		(9,011	)		10,970

Total items of other comprehensive income, net					(9,009	)		7,739			8,199						(359	)		(9,009	)		7,739

TOTAL COMPREHENSIVE INCOME					7,629			22,945			10,323						10,897			7,632			22,943
Non-controlling interest comprehensive income					1,928			5,164			3,221						9			1,928			5,164

CONTROLLING INTEREST COMPREHENSIVE INCOME			Ps		5,701			17,781			7,102				Ps		10,888			5,704			17,779

Out of which:
COMPREHENSIVE INCOME FROM DISCONTINUED OPERATIONS			Ps		2,342			2,882			1,387
COMPREHENSIVE INCOME FROM CONTINUING OPERATIONS			Ps		3,359			14,899			5,715

The accompanying notes are part of these consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Financial Position

(Millions of Mexican pesos)


				December 31,							December 31,
	Notes			2017		2016		Note			2018		2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents		8	Ps		13,741		11,616		8	Ps		6,068		13,741
Trade accounts receivables, net		9			30,478		30,160
Trade accounts receivable, net									9			29,248		30,588
Other accounts receivable		10			4,970		5,238		10			6,149		4,970
Inventories, net		11			18,852		18,098		11			21,248		18,852
Assets held for sale		12.1			1,378		21,029		12.1			2,100		1,378
Other current assets		12.2			1,946		2,300		12.2			2,447		1,946

Total current assets					71,365		88,441					67,260		71,475

NON-CURRENT ASSETS
Equity accounted investees		13.1			8,572		10,488		13.1			9,492		8,572
Other investments andnon-current accounts receivable		13.2			5,758		7,120		13.2			5,271		5,758
Property, machinery and equipment, net		14			232,160		230,134		14			224,440		232,160
Goodwill and intangible assets, net		15			234,909		247,507		15			234,598		234,909
Deferred income tax assets		19.2			14,817		16,038		19.2			11,567		14,817

Totalnon-current assets					496,216		511,287					485,368		496,216

TOTAL ASSETS			Ps		567,581		599,728			Ps		552,628		567,691

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term debt		16.1	Ps		16,973		1,222		16.1	Ps		883		16,973
Other financial obligations		16.2			19,362		11,658		16.2			12,739		19,362
Trade payables					46,428		40,338					49,846		46,428
Income tax payable					5,129		5,441					4,169		5,129
Other current liabilities		17			24,287		22,530		17			22,200		24,396
Liabilities directly related to assets held for sale		12.1			—		815		12.1			314		—

Total current liabilities					112,179		82,004					90,151		112,288

NON-CURRENT LIABILITIES
Long-term debt		16.1			177,022		235,016		16.1			182,074		177,022
Other financial obligations		16.2			12,859		25,972		16.2			12,028		12,859
Employee benefits		18			23,653		23,365		18			18,937		23,653
Deferred income tax liabilities		19.2			15,801		19,600		19.2			14,900		15,801
Othernon-current liabilities		17			15,649		17,046		17			15,005		15,649

Totalnon-current liabilities					244,984		320,999					242,944		244,984

TOTAL LIABILITIES					357,163		403,003					333,095		357,272

STOCKHOLDERS’ EQUITY
Controlling interest:
Common stock and additionalpaid-in capital		20.1			144,654		127,336		20.1			145,322		144,654
Other equity reserves		20.2			13,483		24,793		20.2			11,869		13,483
Retained earnings		20.3			6,181		1,612		20.3			20,992		6,179
Net income					15,221		14,033					10,467		15,224

Total controlling interest					179,539		167,774					188,650		179,540
Non-controlling interest and perpetual debentures		20.4			30,879		28,951		20.4			30,883		30,879

TOTAL STOCKHOLDERS’ EQUITY					210,418		196,725					219,533		210,419

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			Ps		567,581		599,728			Ps		552,628		567,691

The accompanying notes are part of these consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Millions of Mexican pesos)


				Years ended December 31,												Years ended December 31,
	Notes			2017			2016			2015			Notes			2018			2017			2016
OPERATING ACTIVITIES
Consolidated net income			Ps		16,638			15,206			2,124				Ps		11,256			16,641			15,204
Discontinued operations					3,499			768			1,028						212			3,461			713

Net income from continuing operations			Ps		13,139			14,438			1,096				Ps		11,044			13,180			14,491
Non-cash items:
Depreciation and amortization of assets		5			15,992			15,991			14,658			5			16,070			15,988			15,987
Impairment losses		6			2,936			2,518			1,517			6			1,188			2,936			2,518
Share of profit of equity accounted investees		13.1			(588	)		(688	)		(737	)		13.1			(653	)		(588	)		(688	)
Results on sale of subsidiaries, other disposal groups and others					(4,335	)		(2,132	)		(174	)					(239	)		(4,340	)		(2,128	)
Financial income and other items, net					15,685			16,998			21,117						12,501			15,685			17,020
Income taxes		19			520			3,125			2,368			19			4,467			520			3,125
Changes in working capital, excluding income taxes					8,040			11,017			3,596						(1,062	)		8,039			11,017

Net cash flow provided by operating activities from continuing operations before financial expense, coupons on perpetual debentures and income taxes					51,389			61,267			43,441						43,316			51,420			61,342

Financial expense and coupons on perpetual debentures paid		20.4			(15,759	)		(18,129	)		(17,865	)		20.4			(12,846	)		(15,759	)		(18,129	)
Income taxes paid					(4,664	)		(5,183	)		(7,437	)					(3,935	)		(4,664	)		(5,183	)

Net cash flow provided by operating activities from continuing operations					30,966			37,955			18,139						26,535			30,997			38,030
Net cash flow provided by operating activities from discontinued operations					144			1,192			977						10			108			1,192

Net cash flows provided by operating activities					31,110			39,147			19,116						26,545			31,105			39,222

INVESTING ACTIVITIES
Property, machinery and equipment, net		14			(10,753	)		(4,563	)		(8,930	)		14			(11,631	)		(10,753	)		(4,563	)
Acquisition and disposal of subsidiaries and other disposal groups, net		4.1, 13.1			23,841			1,424			2,722			4.1, 13.1			(481	)		23,841			1,424
Intangible assets and other deferred charges		15			(1,607	)		(1,427	)		(908	)		15			(3,627	)		(1,607	)		(1,427	)
Long term assets and others, net					128			(914	)		(764	)
Non-current assets and others, net																	52			126			(914	)

Net cash flows used in investing activities from continuing operations					11,609			(5,480	)		(7,880	)
Net cash flows provided by (used in) investing activities from continuing operations																	(15,687	)		11,607			(5,480	)
Net cash flows provided by (used in) investing activities from discontinued operations					—			1			(153	)					—			—			1

Net cash flows used in investing activities					11,609			(5,479	)		(8,033	)
Net cash flows provided by (used in) investing activities																	(15,687	)		11,607			(5,479	)

FINANCING ACTIVITIES
Sale ofnon-controlling interests in subsidiaries		20.4			(55	)		9,777			—			20.4			—			(55	)		9,777
Derivative instruments					246			399			1,098						392			246			399
Repayment of debt, net		16.1			(39,299	)		(46,823	)		(11,473	)		16.1			(9,260	)		(37,826	)		(41,044	)
Other financial obligations, net		16.2			—			—			177			16.2			(7,082	)		(1,473	)		(5,779	)
Share repurchase program														20.1			(1,520	)		—			—
Securitization of trade receivables					169			(999	)		(506	)					644			169			(999	)
Non-current liabilities, net					(3,745	)		(1,972	)		(1,763	)					(2,716	)		(3,745	)		(1,972	)

Net cash flows used in financing activities					(42,684	)		(39,618	)		(12,467	)					(19,542	)		(42,684	)		(39,618	)

Decrease in cash and cash equivalents from continuing operations					(109	)		(7,143	)		(2,208	)					(8,694	)		(80	)		(7,068	)
Increase in cash and cash equivalents from discontinued operations					144			1,193			824						10			108			1,193
Cash conversion effect, net					2,090			2,244			4,117						1,011			2,097			2,169
Cash and cash equivalents at beginning of period					11,616			15,322			12,589						13,741			11,616			15,322

CASH AND CASH EQUIVALENTS AT END OF PERIOD		8	Ps		13,741			11,616			15,322			8	Ps		6,068			13,741			11,616

Changes in working capital, excluding income taxes:
Trade receivables, net			Ps		1,495			(4,386	)		(3,561	)			Ps		207			1,489			(4,386	)
Other accounts receivable and other assets					1,120			(286	)		(1,986	)					(1,670)			1,120			(286	)
Inventories					526			(1,239	)		(1,472	)					(2,970)			526			(1,239	)
Trade payables					3,635			13,729			7,532						4,680			3,635			13,729
Other accounts payable and accrued expenses					1,264			3,199			3,083						(1,309)			1,269			3,199

Changes in working capital, excluding income taxes			Ps		8,040			11,017			3,596				Ps		(1,062	)		8,039			11,017

The accompanying notes are part of these consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Statements of Changes in Stockholders’ Equity

(Millions of Mexican pesos)


	Notes			Common stock		Additional paid-in capital		Other equity reserves			Retained earnings			Total controlling interest			Non-controlling interest		Total stockholders’ equity
Balance as of December 31, 2014			Ps		4,151		101,216		10,738			14,998			131,103			17,068		148,171
Net income					—		—		—			1,201			1,201			923		2,124
Total other items of comprehensive income		20.2			—		—		5,901			—			5,901			2,298		8,199
Effects of early conversion and issuance of convertible subordinated notes		16.2			3		5,982		(934	)		—			5,051			—		5,051
Capitalization of retained earnings		20.1			4		7,613		—			(7,617	)		—			—		—
Share-based compensation		20.1, 21			—		655		—			—			655			—		655
Effects of perpetual debentures		20.4			—		—		(432	)		—			(432	)		—		(432	)
																						Notes			Common stock		Additional paid-in capital		Other equity reserves			Retained earnings			Total controlling interest			Non-controlling interest			Total stockholders’ equity
Balance as of December 31, 2015					4,158		115,466		15,273			8,582			143,479			20,289		163,768				Ps		4,158		115,466		15,273			8,582			143,479			20,289			163,768
Net income					—		—		—			14,033			14,033			1,173		15,206						—		—		—			14,031			14,031			1,173			15,204
Total other items of comprehensive income		20.2			—		—		3,748			—			3,748			3,991		7,739			20.2			—		—		3,748			—			3,748			3,991			7,739
Capitalization of retained earnings		20.1			4		6,966		—			(6,970	)		—			—		—			20.1			4		6,966		—			(6,970	)		—			—			—
Share-based compensation		20.1, 21			—		742		—			—			742			—		742			21			—		742		—			—			742			—			742
Effects of perpetual debentures		20.4			—		—		(507	)		—			(507	)		—		(507	)		20.4			—		—		(507	)		—			(507	)		—			(507	)
Changes innon-controlling interest		20.4			—		—		6,279			—			6,279			3,498		9,777			20.4			—		—		6,279			—			6,279			3,498			9,777

Balance as of December 31, 2016					4,162		123,174		24,793			15,645			167,774			28,951		196,725						4,162		123,174		24,793			15,643			167,772			28,951			196,723
Net income					—		—		—			15,221			15,221			1,417		16,638						—		—		—			15,224			15,224			1,417			16,641
Total other items of comprehensive income, net		20.2			—		—		(9,520	)		—			(9,520	)		511		(9,009	)		20.2			—		—		(9,520	)		—			(9,520	)		511			(9,009	)
Capitalization of retained earnings		20.1			5		9,459		—			(9,464	)		—			—		—			20.1			5		9,459		—			(9,464	)		—			—			—
Effects of early conversion of convertible subordinated notes		16.2			4		7,059		(1,334	)		—			5,729			—		5,729			16.2			4		7,059		(1,334	)		—			5,729			—			5,729
Share-based compensation		20.1, 21			—		791		26			—			817			—		817			21			—		791		26			—			817			—			817
Effects of perpetual debentures		20.4			—		—		(482	)		—			(482	)		—		(482	)		20.4			—		—		(482	)		—			(482	)		—			(482	)

Balance as of December 31, 2017			Ps		4,171		140,483		13,483			21,402			179,539			30,879		210,418						4,171		140,483		13,483			21,403			179,540			30,879			210,419
Effects from adoption of IFRS 9 (note 2.1)																										—		—		—			(411	)		(411	)		(5	)		(416	)

Balance as of January 1, 2018																										4,171		140,483		13,483			20,992			179,129			30,874			210,003
Net income																										—		—		—			10,467			10,467			789			11,256
Total other items of comprehensive income, net																							20.2			—		—		421			—			421			(780	)		(359	)
Own shares purchased under share repurchase program																							20.1			—		—		(1,520	)		—			(1,520	)		—			(1,520	)
Share-based compensation																							21			—		668		38			—			706			—			706
Effects of perpetual debentures																							20.4			—		—		(553	)		—			(553	)		—			(553	)

Balance as of December 31, 2018																								Ps		4,171		141,151		11,869			31,459			188,650			30,883			219,533

The accompanying notes are part of these consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

1)	DESCRIPTION OF BUSINESS

CEMEX, S.A.B. de C.V., founded in 1906, is a public stock corporation with variable capital (S.A.B. de C.V.) organized under the laws of the United Mexican States, or Mexico, holding company (parent) of entities whose main activities are oriented to the construction industry, through the production, marketing, ~~distribution~~sale and ~~sale~~distribution of cement,ready-mix concrete, aggregates and other construction materials and services. In addition, in order to facilitate the acquisition of financing and to run its operations in Mexico more efficiently, CEMEX, S.A.B. de C.V. carries out all businesses and operational activities of the cement,ready-mix concrete and aggregates sectors in Mexico.

The shares of CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange (“MSE”) as Ordinary Participation Certificates (“CPOs”) under the symbol ~~“CEMEXCPO”.~~“CEMEXCPO.” Each CPO represents two series “A” shares and one series “B” share of common stock of CEMEX, S.A.B. de C.V. In addition, CEMEX, S.A.B. de C.V.’s shares are listed on the New York Stock Exchange (“NYSE”) asAmerican Depositary Shares (“ADSs”) under the symbol “CX.” Each ADS represents ten CPOs.

The terms “CEMEX, S.A.B. de C.V.” and/or the “Parent Company” used in these accompanying notes to the financial statements refer to CEMEX, S.A.B. de C.V. without its consolidated subsidiaries. The terms the “Company” or “CEMEX” refer to CEMEX, S.A.B. de C.V. together with its consolidated subsidiaries. The issuance of these consolidated financial statements was authorized by the Board of Directors of CEMEX, S.A.B. de C.V. on ~~February 1, 2018.~~January 30, 2019 considering the favorable recommendation of its Audit Committee. These financial statements were authorized by the Annual General Ordinary Shareholders’ Meeting of ~~CEMEX, S.A.B. de C.V.~~the Parent Company on ~~April 5, 2018.~~March 28, 2019.

2)	SIGNIFICANT ACCOUNTING POLICIES

2.1)	BASIS OF PRESENTATION AND DISCLOSURE

The consolidated financial statements as of December 31, ~~2017~~2018 and ~~2016~~2017 and for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Presentation currency and definition of terms

~~The~~During the reported periods, the presentation currency of the consolidated financial statements iswas the Mexican ~~peso, currency in which the Company reports periodically to the MSE.~~peso. When reference is made to ~~pesos~~“pesos” or “Ps” it means Mexican pesos. The amounts in the financial statements and the accompanying notes are stated in millions, except when references are made to earnings per share and/or prices per share. When reference is made to “US$” or ~~“dollars”,~~“dollars,” it means dollars of the United States of America (“United States”). When reference is made to “€” or “euros,” it means the currency in circulation in a significant number of European Union (“EU”) countries. When reference is made to “£” or ~~“pounds”,~~“pounds,” it means British pounds sterling. When it is deemed relevant, certain amounts in foreign currency presented in the notes to the financial statements include between parentheses a convenience translation into dollars and/or into pesos, as applicable. Previously reported convenience translations of prior years are not restated unless the transaction is still outstanding, in which case those are restated using the closing exchange rates as of the reporting date. These translations should not be construed as representations that the amounts in pesos or dollars, as applicable, ~~actually~~ represent those peso or dollar amounts or could be converted into pesos or dollars at the rate indicated. As of December 31, ~~2017~~2018 and ~~2016,~~2017, translations of pesos into dollars and dollars into pesos, were determined for statement of financial position amounts using the closing exchange ~~rates~~rate of Ps19.65 ~~and Ps20.72 pesos per dollar, respectively, and~~ for ~~statements of operations amounts, using the average~~both

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Presentation currency and definition of terms — continued

years, and for statements of operations amounts, using the average exchange rates of Ps19.26, Ps18.88 ~~Ps18.72~~ and ~~Ps15.98~~Ps18.72 pesos per dollar for 2018, 2017 ~~2016~~ and ~~2015,~~2016, respectively. When the amounts between parentheses are the peso and the dollar, the amounts were determined by translating the euro amount into dollars using the closing exchange rates atyear-end and then translating the dollars into pesos as previously described.

Amounts disclosed in the notes in connection with tax and/or legal proceedings (notes 19.4 and 24), which are originated in jurisdictions ~~which~~where currencies are different tofrom the peso or the dollar, are presented in dollar equivalents as of the closing of the most recent year presented. Consequently, without any change in the original currency, such dollar amounts will fluctuate over time due to changes in exchange rates.

~~Discontinued operations~~Newly issued IFRS adopted in 2018

~~On April 5,~~IFRS 9,Financial Instruments: classification and measurement (“IFRS 9”) (note 2.6)

Effective beginning January 1, 2018, IFRS 9 sets forth the guidance relating to the classification and measurement of financial assets and financial liabilities, the accounting for expected credit losses of financial assets and commitments to extend credits, as well as the requirements for hedge accounting; and replaced IAS 39,Financial Instruments: recognition and measurement (“IAS 39”). CEMEX applied IFRS 9 prospectively. The accounting policies were changed to comply with IFRS 9. The changes required by IFRS 9 are described as follows:

Among other aspects, IFRS 9 changed the classification categories for financial assets under IAS 39 and replaced them with categories that more closely reflect the measurement method, the contractual cash flow characteristics and the entity’s business model for managing the financial asset:

Cash and cash equivalents, trade and other accounts receivable and other financial assets, which were classified as “Loans and receivables” and measured at amortized cost under IAS 39, are now classified as “Held to collect” under IFRS 9 and continue to be measured at amortized cost.

Investments andnon-current accounts receivable that were classified as “Held to maturity” and measured at amortized cost under IAS 39, are now classified as “Held to collect” under IFRS 9 and continue to be measured at amortized cost.

Investments that were classified as “Held for trading” and measured at fair value through profit or loss under IAS 39, are now classified as “Other investments” under IFRS 9 and are measured at fair value through profit or loss.

Certain investments that were classified as “Held for sale” and measured at fair value through other comprehensive income under IAS 39, are now considered as strategic investments under IFRS 9 and continue to be measured at fair value through other comprehensive income.

Debt instruments and other financial obligations continue to be classified as “Loans” and measured at amortized cost under IFRS 9 and derivative financial instruments continue to be measured at fair value through profit or loss under IFRS 9.

CEMEX assessed which business models applied to its financial assets and liabilities as of the date of initial application of IFRS 9 and classified its financial instruments into the appropriate IFRS 9 categories. As of

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Newly issued IFRS adopted in 2018 — IFRS 9 — continued

January 1, 2018, the changes due to the classification and measurement requirements under IFRS 9 did not impact either the measurement or carrying amount of financial assets and liabilities and there was no effect on CEMEX’s retained earnings.

In addition, under the new impairment model under IFRS 9 based on expected credit losses, impairment losses for the entire lifetime of financial assets, including trade accounts receivable, are recognized on initial recognition, and at each subsequent reporting period, even in the absence of a credit event or if a loss has not yet been incurred, considering for their measurement past events and current conditions, as well as reasonable and supportable forecasts affecting collectability. CEMEX developed an expected credit loss model applicable to its trade accounts receivable that considers the historical performance and economic environment, as well as the credit risk and expected developments for each group of customers and applied the simplified approach upon adoption of IFRS 9. The effects of the adoption of IFRS 9 on January 1, 2018 related to the expected credit loss model represented an increase in the allowance for expected credit losses of Ps570 recognized against retained earnings, net of a deferred income tax asset of Ps154. The balances of such allowance and deferred tax assets increased from the reported amounts as of December 31, 2017 of Ps2,145 and Ps14,817, respectively, to Ps2,715 and Ps14,971 as of January 1, 2018, respectively, after the adoption effects.

In connection with hedge accounting under IFRS 9, among other changes, there is a relief for entities in performing: a) the ~~agreements entered into~~retrospective effectiveness test at inception of the hedging relationship; and b) the requirement to maintain a prospective effectiveness ratio between 0.8 and 1.25 at each reporting date for purposes of sustaining the hedging designation, both requirements of IAS 39. Under IFRS 9, a hedging relationship can be established to the extent the entity considers, based on the analysis of the overall characteristics of the hedging and hedged items, that the hedge will be highly effective in the future and the hedge relationship at inception is aligned with the entity’s reported risk management strategy. IFRS 9 maintains the same hedge accounting categories of cash flow hedge, fair value hedge and hedge of a net investment established in IAS 39, as well as the requirement of recognizing the ineffective portion of a cash flow hedge immediately in the income statement. CEMEX performed an analysis of its derivative financial instruments upon adoption of IFRS 9 on January 1, 2018 and~~Duna-Dráva~~ ~~Cement~~ determined that the changes in ~~August 2015~~hedge accounting described above did not impact either the measurement or carrying amount of the assets and liabilities related to its derivative financial instruments and there was no effect on CEMEX’s retained earnings.

IFRS 15,Revenues from contracts with customers(“IFRS 15”) (note 2.15)

Under IFRS 15, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, following a five step model: Step 1: Identify the contract(s) with a customer (agreement that creates enforceable rights and obligations); Step 2: Identify the different performance obligations (promises) in the contract and account for those separately; Step 3: Determine the transaction price (amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services); Step 4: Allocate the transaction price to each performance obligation based on the relative stand-alone selling prices of each distinct good or service; and Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation by transferring control of a promised good or service to the customer. A performance obligation may be satisfied at a point in time (typically for the sale of ~~CEMEX’s operations in Croatia, including assets in Bosnia~~goods) or over time (typically for the sale of services and ~~Herzegovina, Montenegro~~construction contracts). IFRS 15 also includes disclosure requirements to provide comprehensive information about the nature, amount, timing and ~~Serbia, (jointly~~uncertainty of revenue and cash flows arising from the ~~“Croatian Operations”),~~entity’s contracts with

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the ~~European Commission issued a decision that ultimately did not allowDuna-Dráva~~ Cement to purchase the aforementioned operations. Consequently, the transaction was not concluded and CEMEX decided to maintain its Croatian Operations and continue to operate them for indefinite time. Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Newly issued IFRS adopted in 2018 — IFRS 15 — continued

customers. IFRS 15 was effective on January 1, 2018 and supersedes all existing guidance on revenue recognition.

After an extensive analysis of its contracts with customers, business practices and operating systems for all the reported periods in all the countries in which the Company operates in order to review the different performance obligations and other promises (discounts, loyalty programs, rebates, etc.) included in such contracts, aimed to determine the differences in the accounting recognition of revenue with respect to prior IFRS, CEMEX adopted IFRS 15on January 1, 2018 using the retrospective approach, without any significant effects on its operating results and financial situation, and restated the previously reported amounts of revenues for 2017 and 2016, ~~and for the years ended December 31, 2017,~~resulting in an initial reclassification of other provisions to contract liabilities of Ps660 as of January 1, 2016, and ~~2015, the Croatian Operations are consolidatedline-by-line~~a subsequent net decrease in revenue of Ps2 in 2016 and a net decrease in revenue of Ps8 in 2017 related to IFRS 15 (note 3). These changes in revenues refer to certain discounts and rebates included in certain contracts and were recognized against deferred revenue as contract liabilities in the statement of financial ~~statements. The accompyning comparative financial statements including their notes for prior periods,~~position after IFRS 15 effects (note 17). Changes in ~~which CEMEX previously reported the Croatian Operations as “Discontinued Operations” and “Assets held for sale” have beenre-presented~~ in order to present the Croatian Operations as part of continuing operations. The Croatian Operations mainly consist of three cement plants with aggregate annual production capacity of approximately 2.4 million tons of cement, two aggregates quarries and seven~~ready-mix~~ ~~plants~~equity upon adoption were not significant.

Discontinued operations (note 4.2).

~~In addition, considering~~Considering the disposal of entire reportable operating segments, ~~CEMEX presents~~CEMEX’s income statements present in the single line item of ~~discontinued~~“Discontinued operations,” the results of: a) its construction materials operations in Brazil sold on September 27, 2018 for the years 2016, 2017 and the period from January 1 to September 27, 2018; b) its Pacific Northwest Materials Business operations in the United States sold on June 30, 2017 for the year 2016 and thesix-months ended June 30, 2017; b)c) its Concrete Pipe Business operations in the United States sold on January 31, 2017 for the year 2016 and theone-month ended January 31, 2017; c)and d) its operations in Bangladesh and Thailand sold on May 26, ~~2016; and d) its operations in Austria and Hungary sold on October 31, 2015 (note 4.2).~~

2016 for the period from January 1 to May 26, 2016. Discontinued operations are presented net of income tax.

Income statements

CEMEX includes the line item titled “Operating earnings before other expenses, net” considering that it is a relevant operating measure for CEMEX’s ~~management as explained in note 4.4.~~management. The line item “Other expenses, net” consists primarily of revenues and expenses not directly related to CEMEX’s main activities, including impairment losses of long-lived assets, results on disposal of assets and restructuring costs, among others (note 6). Under IFRS, the inclusion of certain subtotals such as “Operating earnings before other expenses, net” and the display of the statement of operations vary significantly by industry and company according to specific needs. ~~The line item “Other~~

Considering that it is an indicator of CEMEX’s ability to internally fund capital expenditures and to measure its ability to service or incur debt under its financing agreements, for purposes of notes 4.4 and 16, CEMEX presents “Operating EBITDA” (operating earnings before other expenses, ~~net” consists primarily~~net, plus depreciation and amortization). This is not an indicator of ~~revenues and expenses not directly related~~CEMEX’s financial performance, an alternative to cash flows, a measure of liquidity or comparable to other similarly titled measures of other companies. This indicator is used by CEMEX’s ~~main activities, or which are of an unusual and/ornon-recurring~~ ~~nature, including impairment losses of long-lived assets, results on disposal of assets and restructuring costs and others (note 6).~~management for decision-making purposes.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Statements of cash flows

The statements of cash flows exclude the following transactions that did not represent sources or uses of cash:

Financing activities:

In 2017 and 2016, ~~and 2015,~~in connection with the capitalization of retained earnings (note 20.1), the increases in common stock and additionalpaid-in capital associated ~~with: (i) the capitalization of~~against retained earnings for Ps9,464 and Ps6,970, respectively; and ~~Ps7,617, respectively (note 20.1); and (ii)~~in connection with the CPOs issued as part of the executive share-based compensation programs (note 21), the total increases in equity for Ps706 in 2018, Ps817 in 2017 and Ps742 ~~and Ps655, respectively (note 20.1);~~in 2016;

In 2017, ~~2016 and 2015, the increases~~ in ~~property, plant and equipment for Ps2,096, Ps7 and Ps63, respectively, associated~~connection with the ~~finance leases during~~early conversion of part of the ~~year~~2018 optional convertible subordinated notes (note ~~14);~~

~~In 2017,~~16.2), the decrease in debt for Ps5,468, the net decrease in other equity reserves for Ps1,334, the increase in common stock for Ps4 and the increase in additionalpaid-in capital for Ps7,059, in connection with the early conversion of part of the 2018 optional convertible subordinated notes, which involved, the early conversion of optional convertible subordinated notes due in 2018. In addition, in 2015, the decrease in debt for Ps4,517, the net decrease in other equity reserves for Ps934, the increase in common stock for Ps3Ps7,059; and ~~the increase in additionalpaid-in~~ capital for Ps5,982, in connection with the issuance of optional convertible subordinated notes due in 2020, which involved, the exchange and early conversion of optional convertible subordinated notes due in 2016. These transactions involved the issuance of approximately 43 million ADSs in 2017 and 42 million ADSs in 2015 (note 16.2);

In 2016, the increase in debt and in other current accounts receivable for Ps148, in connection with a ~~guarantee signed by~~structure pursuant to which CEMEX Colombia, S.A. (“CEMEX Colombia”) ~~over~~guarantees the debt of a trust committed to the development of housing projects in Colombia. CEMEX Colombia ~~and the related beneficial interest that~~ in turn holds ~~CEMEX Colombia~~a beneficial interest in the assets of such trust, which are comprised by ~~land; and~~titles to land (note 10).

Investing activities:

In ~~2015, the decrease in other current~~2018, 2017 and~~non-current~~ ~~liabilities and in deferred tax assets~~ 2016, in connection with ~~changes~~the finance leases negotiated during the year, the increases in ~~the tax legislation in Mexico effective as of December 31, 2015~~property, plant and equipment for Ps88, Ps2,096 and Ps7, respectively (note ~~19.4)~~14).

2.2)	PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include those of CEMEX, S.A.B. de C.V. and those of the entities in which the Parent Company exercises control, including structured entities (special purposes entities), by means of which the Parent Company is exposed, or has rights, to variable returns from its involvement with the investee, and has the ability to affect those returns through its power over the investee’s relevant activities. Balances and operations between related parties are eliminated in consolidation.

Investments are accounted for by the equity method when CEMEX has significant influence which is generally presumed with a minimum equity interest of 20%. The equity method reflects in the financial statements, the investee’s original cost and CEMEX’s share of the investee’s equity and earnings after acquisition. The financial statements of joint ventures, which relate to those arrangements in which CEMEX and other third-party investors have joint control and have rights to the net assets of the arrangements, are recognized under the equity method. During the reported periods, CEMEX did not have joint operations, referring to those cases in which the parties that have joint control of the arrangement have rights over specific assets and obligations for specific liabilities relating to the arrangements. The equity method is discontinued when the carrying amount of the investment, including any long-term interest in the investee or joint venture, is reduced to zero, unless CEMEX has incurred or guaranteed additional obligations of the investee or joint venture.

~~Other permanent investments where CEMEX holds equity interests of less than 20% and/or there is no significant influence are carried at their historical cost.~~

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

2.3)	USE OF ESTIMATES AND CRITICAL ASSUMPTIONS

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and the disclosure of contingent assets and

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Use of estimates and critical assumptions — continued

liabilities at the date of the financial statements; as well as the reported amounts of revenues and expenses during the period. These assumptions are reviewed on an ongoing basis using available information. Actual results could differ from these estimates. The items subject to significant estimates and assumptions by management include impairment tests of long-lived assets, recognition of deferred income tax assets, as well as the measurement of financial instruments at fair value, and the assets and liabilities related to employee benefits. Significant judgment is required by management to appropriately assess the amounts of these concepts.

2.4)	FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS

Transactions denominated in foreign currencies are recorded in the functional currency at the exchange rates prevailing on the dates of their execution. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the statement of financial position date, and the resulting foreign exchange fluctuations are recognized in earnings, except for exchange fluctuations arising from: 1) foreign currency indebtedness associated with the acquisition of foreign entities; and 2) fluctuations associated with related parties’ balances denominated in foreign currency, ~~which~~whose settlement is neither planned nor likely to occur in the foreseeable future and as a result, such balances are of a permanent investment nature. These fluctuations are recorded against “Other equity ~~reserves”,~~reserves,” as part of the foreign currency translation adjustment (note 20.2) until the disposal of the foreign net investment, at which time, the accumulated amount is recycled through the statement of operations as part of the gain or loss on disposal.

The financial statements of foreign subsidiaries, as determined using their respective functional currency, are translated to pesos at the closing exchange rate for statement of financial position accounts and at the closing exchange rates of each month within the period for statements of operations accounts. The functional currency is that in which each consolidated entity primarily generates and expends cash. The corresponding translation effect is included within “Other equity reserves” and is presented in the statement of other comprehensive income for the period as part of the foreign currency translation adjustment (note 20.2) until the disposal of the net investment in the foreign subsidiary.

Considering its integrated activities, for purposes of functional currency, the Parent Company is considered to have two divisions, one related with its financial and holding company activities, in which the functional currency is the dollar for all assets, liabilities and transactions associated with these activities, and another division related with the Parent Company’s operating activities in Mexico, in which the functional currency is the peso for all assets, liabilities and transactions associated with these activities.

During the reported periods, there were no subsidiaries whose functional currency was the currency of a hyperinflationary economy, which is generally considered to exist when the cumulative inflation rate over the last three years is approaching, or exceeds, 100%. In a hyperinflationary economy, the accounts of the subsidiary’s statements of operations should be restated to constant amounts as of the reporting date, in which case, both the statement of financial position accounts and the income statement accounts would be translated to pesos at the closing exchange rates of the year.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Foreign currency transactions and translation of foreign currency financial statements — continued

The most significant closing exchange rates and the approximate average exchange rates for statement of financial position accounts and statement of operations accounts as of December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, were as follows:


	2017				2016				2015				2018				2017				2016
Currency	Closing		Average		Closing		Average		Closing		Average		Closing		Average		Closing		Average		Closing		Average
Dollar		19.6500		18.8800		20.7200		18.7200		17.2300		15.9800		19.6500		19.2583		19.6500		18.8800		20.7200		18.7200
Euro		23.5866		21.4122		21.7945		20.6564		18.7181		17.6041		22.5169		22.7036		23.5866		21.4122		21.7945		20.6564
British Pound Sterling		26.5361		24.4977		25.5361		25.0731		25.4130		24.3638		25.0557		25.6059		26.5361		24.4977		25.5361		25.0731
Colombian Peso		0.0066		0.0064		0.0069		0.0062		0.0055		0.0058		0.0060		0.0065		0.0066		0.0064		0.0069		0.0062
Egyptian Pound		1.1082		1.0620		1.1234		1.8261		2.2036		2.0670		1.0943		1.0806		1.1082		1.0620		1.1234		1.8261
Philippine Peso		0.3936		0.3747		0.4167		0.3927		0.3661		0.3504		0.3737		0.3655		0.3936		0.3747		0.4167		0.3927

The financial statements of foreign subsidiaries are initially translated from their functional currencies into dollars and subsequently into pesos. Therefore, the foreign exchange rates presented in the table above between the functional currency and the peso represent the implied exchange rates resulting from this methodology. The peso to U.S. dollar exchange rate used by CEMEX is an average of free market rates available to settle its foreign currency transactions. No significant differences exist, in any case, between the foreign exchange rates used by CEMEX and those exchange rates published by the ~~Mexican~~ Central ~~Bank.~~Bank of Mexico.

2.5)	CASH AND CASH EQUIVALENTS (note 8)

The balance in this caption is comprised of available amounts of cash and cash equivalents, mainly represented by highly-liquid short-term investments, which are readily convertible into known amounts of cash, and which are not subject to significant risks of changes in their values, including overnight investments, which yield fixed returns and have maturities of less than three months from the investment date. These fixed-income investments are recorded at cost plus accrued interest. Accrued interest is included in the income statement as part of “Financial income and other items, net.”

The amount of cash and cash equivalents in the statement of financial position includes restricted cash and investments, comprised of deposits in margin accounts that guarantee certain of CEMEX’s obligations, to the extent that the restriction will be lifted in less than three months from the statement of financial position reporting date. When the restriction period is greater than three months, such restricted cash and investments are not considered cash equivalents and are included within short-term or long-term “Other accounts receivable,” as appropriate. When contracts contain provisions for net settlement, these restricted amounts of cash and cash equivalents are offset against the liabilities that CEMEX has with its counterparties.

2.6)	FINANCIAL INSTRUMENTS

~~Beginning~~As mentioned in note 2.1, IFRS 9 was adopted prospectively by CEMEX for the period starting January 1, ~~2018,~~2018. The accounting policies under IFRS 9~~Financial Instruments: classification~~ are described as follows:

Classification and measurement ~~is effective, see note 2.20. Until December 31, 2017, CEMEX’s policy for the recognition~~ of financial instruments ~~is set forth below:~~

~~Trade accounts receivable and other accounts receivable (notes 9 and 10)~~

~~Instruments under these captions are classified as loans and receivables~~The financial assets that meet both of the following conditions and are ~~recorded~~not designated as at ~~their amortized cost representing the net present~~fair value ~~(“NPV”) of the consideration receivable~~through profit or ~~payable as of the transaction date.~~loss: a) are held within a business model whose objective is to hold assets to collect contractual cash

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Classification and measurement of financial instruments — continued

flows; and b) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are classified as “Held to collect” and measured at amortized cost. Amortized cost represents the net present value (“NPV”) of the consideration receivable or payable as of the transaction date. This classification of financial assets comprises the following captions:

Cash and cash equivalents (notes 2.5 and 8).

Trade receivables, other current accounts receivable and other ~~accounts receivable — continued~~

current assets (notes 9 and 10). Due to their short-term nature, CEMEX initially recognizes these ~~receivables~~assets at the original invoiced or transaction amount less ~~an estimate of doubtful accounts. Allowances for doubtful accounts were recognized based on incurred loss estimates against administrative and selling expenses.~~expected credit losses, as explained below.

Trade receivables sold under securitization programs, in which certain residual interest in the trade receivables sold in case of recovery failure and continued involvement in such assets is maintained, do not qualify for derecognition and are maintained onin the statement of financial ~~position.~~position (notes 9 and 16.2).

~~Other investments~~

Investments andnon-current accounts receivable (note 13.2)

~~As part also of loans and receivables,non-current~~ ~~accounts receivable and investments classified as held to maturity are initially recognized at their amortized cost.~~. Subsequent changes in ~~NPV~~effects from amortized cost are recognized in the income statement as part of “Financial income and other items, ~~net”.~~net.”

~~Investments in financial instruments held for trading, as well as those~~Certain strategic investments ~~available for sale,~~ are ~~recognized~~measured at ~~their estimated~~ fair value inthrough other comprehensive income within “Other equity reserves” (note 13.2). CEMEX does not maintain financial assets “Held to collect and sell” whose business model has the ~~first case~~objective of collecting contractual cash flows and then selling those financial assets.

The financial assets that are not classified as “Held to collect” or that do not have strategic characteristics fall into the residual category of held at fair value through the income statement as part of “Financial income and other items, net,” and in the second case, changes in valuation are recognized as part of “Other comprehensive income” for the period within “Other equity reserves” until their time of disposition, when all valuation effects accrued in equity are reclassified to “Financial income and other items, net,” in the income statement. These investments are tested for impairment upon the occurrence of a significant adverse change or at least once a year during the last quarter.net” (note 13.2).

Debt instruments and other financial obligations are classified as “Loans” and measured at amortized cost (notes 16.1 and 16.2)

~~Bank loans and notes payable are recognized at their amortized cost.~~. Interest accrued on financial instruments is recognized within “Other accounts payable and accrued expenses” against financial expense. During the reported periods, CEMEX did not have financial liabilities voluntarily recognized at fair value or associated towith fair value hedge strategies with derivative financial instruments.

Derivative financial instruments are recognized as assets or liabilities in the statement of financial position at their estimated fair values, and the changes in such fair values are recognized in the income statement within “Financial income and other items, net” for the period in which they occur, except in the case of hedging instruments as described below (note 16.4).

Impairment of financial assets

Impairment losses of financial assets, including trade accounts receivable, are recognized using the expected credit loss model for the entire lifetime of such financial assets on initial recognition, and at each subsequent reporting period, even in the absence of a credit event or if a loss has not yet been incurred, considering for their measurement past events and current conditions, as well as reasonable and supportable forecasts affecting collectability.

Costs incurred in the issuance of debt or borrowings

Direct costs incurred in debt issuances or borrowings, as well as debt refinancing ornon-substantial modifications to debt agreements that did not represent an extinguishment of debt by considering that the holders

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Costs incurred in the issuance of debt or borrowings — continued

and the relevant economic terms of the new instrument are not substantially different to the replaced instrument, adjust the carrying amount of the related debt and are amortized as interest expense as part of the effective interest rate of each instrument over its maturity. These costs include commissions and professional fees. Costs incurred in the extinguishment of debt, as well as debt refinancing or modifications to debt agreements, when the new instrument is substantially different tofrom the old instrument according to a qualitative and quantitative analysis, are recognized in the income statement as incurred.

Finance leases

Finance leases are recognized as financing liabilities against a corresponding fixed asset for the lesser of the market value of the leased asset and the NPV of future minimum lease payments, using the contract’s implicit interest rate to the extent available, or the incremental borrowing cost. The main factors that determine a finance lease are: a) ownership title of the asset is transferred to CEMEX at the expiration of the contract; b) CEMEX has a bargain purchase option to acquire the asset at the end of the lease term; c) the lease term covers the majority of the useful life of the asset; and/or d) the NPV of minimum payments represents substantially all the fair value of the related asset at the beginning of the lease.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

Financial instruments with components of both liabilities and equity (note 16.2)

~~The financial instrument~~Financial instruments that ~~contains~~contain components of both liability and equity, such as notes convertible into a fixed number of the issuer’s shares and denominated its same functional currency, are accounted for by each component isbeing recognized separately in the statement of financial position according to the specific characteristics of each transaction. In the case of instruments mandatorily convertible into shares of the issuer, the liability component represents the NPV of interest payments on the principal amount using a market interest rate, without assuming early conversion, and is recognized within “Other financial obligations,” whereas the equity component represents the difference between the principal amount and the liability component, and is recognized within “Other equity ~~reserves”,~~reserves,” net of commissions. In the case of instruments that are optionally convertible into a fixed number of shares, the liability component represents the difference between the principal amount and the fair value of the conversion option premium, which reflects the equity component (note 2.14). When the transaction is denominated in a currency different than the functional currency of the issuer, the conversion option is accounted for as a derivative financial instrument at fair value in the income statement.

~~Derivative financial~~Hedging instruments (note 16.4)

~~CEMEX recognizes all derivative instruments as assets or liabilities~~A hedging relationship is established to the extent the entity considers, based on the analysis of the overall characteristics of the hedging and hedged items, that the hedge will be highly effective in the ~~statement of financial position at their estimated fair values,~~future and the ~~changes~~hedge relationship at inception is aligned with the entity’s reported risk management strategy (note 16.5). The accounting categories of hedging instruments are: a) cash flow hedge, b) fair value hedge of an asset or forecasted transaction; and c) hedge of a net investment in ~~such fair values are recognized in the income statement within “Financial income and other items, net” for the period in which they occur, except for~~a subsidiary.

In cash flow hedges, the effective portion of changes in fair value of derivative instruments ~~associated with cash flow hedges, in which case, such changes in fair value~~ are recognized in stockholders’ equity within “Other equity reserves” and are reclassified to earnings as the interest expense of the related debt is accrued, in the case of interest rate swaps, or when the underlying products are consumed in the case of contracts on the price of raw materials and commodities. ~~Likewise, in~~In hedges of the net investment in foreign subsidiaries, changes in fair value are recognized in stockholders’ equity as part of the foreign currency

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Hedging instruments — continued

translation result within “Other equity reserves” (note 2.4), ~~which~~whose reversal to earnings would take place upon disposal of the foreign investment. During the reported periods, CEMEX did not have derivatives designated as fair value hedges. Derivative instruments are negotiated with institutions with significant financial capacity; therefore, CEMEX believes the risk ofnon-performance of the obligations agreed to by such counterparties to be minimal.

Embedded derivative financial instruments

CEMEX reviews its contracts to identify the existence of embedded derivatives. Identified embedded derivatives are analyzed to determine if they need to be separated from the host contract and recognized in the statement of financial position as assets or liabilities, applying the same valuation rules used for other derivative instruments.

Put options granted for the purchase ofnon-controlling interests and ~~associates~~investees

Represent agreements by means of which anon-controlling interest has the right to sell, at a future date using a predefined price formula or at fair market value, its shares in a subsidiary of CEMEX. When the obligation should be settled in cash or through the delivery of another financial asset, CEMEX recognizes a liability for the NPV of the redemption amount as of the reporting date against the controlling interest within stockholders’ equity. A liability is not recognized under these agreements when the redemption amount is determined at fair market value at the exercise date and CEMEX has the election to settle using its own shares.

In respect of a put option granted for the purchase of an ~~associate,~~investee, CEMEX would recognize a liability against a loss in the statements of operations whenever the estimated purchase price exceeds the fair value of the net assets to be acquired by CEMEX, had the counterparty exercised its right to sell. As of December 31, ~~2017~~2018 and ~~2016,~~2017, there were no written put options.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

Fair value measurements (note 16.3)

Under IFRS, fair value represents an “Exit Value” which 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, considering the counterparty’s credit risk in the valuation. The concept of Exit Value is premised on the existence of a market and market participants for the specific asset or liability. When there isare no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1.— represent quoted prices (unadjusted) in active markets for identical assets or liabilities that CEMEX has the ability to access at the measurement date. A ~~quote~~quoted price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available.

Level 2.— are inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of securities, investments or loans that are not actively traded. Level 2 inputs included equity prices, certain interest rates and yield ~~curves, implied volatility~~

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and ~~credit spreads, among others, as well as inputs extrapolated from other observable inputs. In the absence~~2016

(Millions of ~~Level 1 inputs, CEMEX determined fair values by iteration of the applicable Level 2 inputs, the number of securities and/or the other relevant terms of the contract, as applicable.~~

Mexican pesos)

Fair value measurements — continued

curves, implied volatility and credit spreads, among others, as well as inputs extrapolated from other observable inputs. In the absence of Level 1 inputs, CEMEX determined fair values by iteration of the applicable Level 2 inputs, the number of securities and/or the other relevant terms of the contract, as applicable.

Level 3.— inputs are unobservable inputs for the asset or liability. CEMEX used unobservable inputs to determine fair values, to the extent there are no Level 1 or Level 2 inputs, in valuation models such as Black-Scholes, binomial, discounted cash flows or multiples of Operative EBITDA, including risk assumptions consistent with what market participants would use to arrive at fair value.

2.7)	INVENTORIES (note 11)

Inventories are valued using the lower of cost or net realizable value. The cost of inventories includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. CEMEX analyzes its inventory balances to determine if, as a result of internal events, such as physical damage, or external events, such as technological changes or market conditions, certain portions of such balances have become obsolete or impaired. When an impairment situation arises, the inventory balance is adjusted to its net realizable value, whereas, if an obsolescence situation occurs, the inventory obsolescence reserve is increased. In both cases, these adjustments are recognized against the results of the period. Advances to suppliers of inventory are presented as part of other current assets.

2.8)	PROPERTY, MACHINERY AND EQUIPMENT (note 14)

Property, machinery and equipment are recognized at their acquisition or construction cost, as applicable, less accumulated depreciation and accumulated impairment losses. Depreciation of fixed assets is recognized as part of cost and operating expenses (note 5), and is calculated using the straight-line method over the estimated useful

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Property, machinery and equipment — continued~~

lives of the assets, except for mineral reserves, which are depleted using theunits-of-production method.

As of December 31, ~~2017,~~2018, the average useful lives by category of fixed assets were as follows:


	Years
Administrative buildings		35	32
Industrial buildings		30	29
Machinery and equipment in plant		17	16
Ready-mix trucks and motor vehicles		9	8
Office equipment and other assets	6
6

CEMEX capitalizes, as part of the related cost of fixed assets, interest expense from existing debt during the construction or installation period of significant fixed assets, considering CEMEX’s corporate average interest rate and the average balance of investments in process for the period.

All waste removal costs or stripping costs incurred in the operative phase of a surface mine in order to access the mineral reserves are recognized as part of the carrying amount of the related quarries. The capitalized amounts are further amortized over the expected useful life of exposed ore body based on the ~~units~~units-of-production method.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of ~~production method.~~December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Property, machinery and equipment — continued

Costs incurred in respect of operating fixed assets that result in future economic benefits, such as an extension in their useful lives, an increase in their production capacity or in safety, as well as those costs incurred to mitigate or prevent environmental damage, are capitalized as part of the carrying amount of the related assets. The capitalized costs are depreciated over the remaining useful lives of such fixed assets. Periodic maintenance on fixed assets is expensed as incurred. Advances to suppliers of fixed assets are presented as part of other long-term accounts receivable.

The useful lives and residual values of property, machinery and equipment are reviewed at each reporting date and adjusted if appropriate.

2.9)	BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (notes 4.1 and 15)

Business combinations are recognized using the acquisition method, by allocating the consideration transferred to assume control of the entity to all assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. Intangible assets acquired are identified and recognized at fair value. Any unallocated portion of the purchase price represents goodwill, which is not amortized and is subject to periodic impairment tests (note 2.10). Goodwill may be adjusted for any correction to the preliminary assessment given to the assets acquired and/or liabilities assumed within the twelve-month period after purchase. Costs associated with the acquisition are expensed in the income statement as incurred.

CEMEX capitalizes intangible assets acquired, as well as costs incurred in the development of intangible assets, when probable future economic benefits associated are identified and there is evidence of control over such benefits. Intangible assets are recognized at their acquisition or development cost, as applicable. Indefinite life intangible assets are not amortized since the period in which the benefits associated with such intangibles will terminate cannot be accurately established. Definite life intangible assets are amortized on straight-line basis as part of operating costs and expenses (note 5).

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Business combinations, goodwill and other intangible assets — continued~~

Startup costs are recognized in the income statement as they are incurred. Costs associated with research and development activities (“R&D activities”), performed by CEMEX to create products and services, as well as to develop processes, equipment and methods to optimize operational efficiency and reduce costs are recognized in the operating results as incurred. Direct costs incurred in the development stage of computer software for internal use are capitalized and amortized through the operating results over the useful life of the software, which on average is approximately 5 years.

Costs incurred in exploration activities such as payments for rights to explore, topographical and geological studies, as well as trenching, among other items incurred to assess the technical and commercial feasibility of extracting a mineral resource, which are not significant to CEMEX, are capitalized when probable future economic benefits associated with such activities are identified. When extraction begins, these costs are amortized during the useful life of the quarry based on the estimated tons of material to be extracted. When future economic benefits are not achieved, any capitalized costs are subject to impairment.

CEMEX’s extraction rights have maximum useful lives that range from 30 to 100 years, depending on the sector and the expected life of the related reserves. As of December 31, ~~2017,~~2018, except for extraction rights and/or as otherwise indicated, CEMEX’s intangible assets are amortized on a ~~straight line~~straight-line basis over their useful lives that range on average from 3 to 20 years.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

2.10)

IMPAIRMENT OF ~~LONG LIVED~~LONG-LIVED ASSETS (notes 14 and 15)

Property, machinery and equipment, intangible assets of definite life and other investments

These assets are tested for impairment upon the occurrence of ~~factors such as the occurrence of~~ a significant adverse event, changes in CEMEX’s operating ~~environment~~business model or in technology ~~as well as~~that affect the asset, or expectations of lower operating results, ~~in order~~ to determine whether their carrying amounts may not be recovered. An impairment loss is recorded in the income statement for the period within “Other expenses, ~~net,”~~net” for the excess of the asset’s carrying amount over its recoverable amount, corresponding to the higher of the fair value less costs to sell the asset, as determined by external appraiser, and the asset’s value in use, the latter represented by the NPV of estimated cash flows related to the use and eventual disposal of the asset. The main assumptions utilized to develop estimates of NPV are a discount rate that reflects the risk of the cash flows associated with the assets and the estimations of generation of future income. Those assumptions are evaluated for reasonableness by comparing such discount rates to available market information and by comparing to third-party expectations of industry growth, such as governmental agencies or industry chambers.

When impairment indicators exist, for each intangible asset, CEMEX determines its projected revenue streams over the estimated useful life of the asset. ~~In order to~~To obtain discounted cash flows attributable to each intangible asset, such ~~revenues are~~revenue is adjusted for operating expenses, changes in working capital and other expenditures, as applicable, and discounted to NPV using the risk adjusted discount rate of return. The most significant economic assumptions are: a) the useful life of the asset; b) the risk adjusted discount rate of return; c) royalty rates; and d) growth rates. Assumptions used for these cash flows are consistent with internal forecasts and industry practices. The fair values of these assets are ~~very~~significantly sensitive to changes in such ~~significant~~relevant assumptions. Certain key assumptions are more subjective than others. In respect of trademarks, CEMEX considers that the most subjective key assumption is the royalty rate. In respect of extraction rights and customer relationships, the most subjective assumptions are revenue growth rates and estimated useful lives. CEMEX validates its assumptions

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Property, machinery and equipment, intangible assets of definite life and other investments — continued~~

through benchmarking with industry practices and the corroboration of ~~third party~~third-party valuation advisors. Significant judgment by management is required to appropriately assess the fair values and values in use of the related assets, as well as to determine the appropriate valuation method and select the significant economic assumptions.

Impairment of ~~long lived~~long-lived assets — Goodwill

Goodwill is tested for impairment when required due to significant adverse changes or at least once a year, during the last quarter of such year. CEMEX determines the recoverable amount of the group of cash-generating units (“CGUs”) to which goodwill balances were allocated, which consists of the higher of such group of CGUs fair value less cost to sell and its value in use, the latter represented by the NPV of estimated future cash flows to be generated by such CGUs to which goodwill was allocated, which are generally determined over periods of 5 years. However, in specific circumstances, when CEMEX considers that actual results for a CGU do not fairly reflect historical performance and most external economic variables provide confidence that a reasonably determinable improvement in themid-term is expected in their operating results, ~~management~~CEMEX uses cash flow projections over a period of up to 10 years, to the point in which future expected average performance resembles the historical average performance, to the extent CEMEX has detailed, explicit and reliable financial forecasts and is confident and can demonstrate its ability, based on past experience, to forecast cash flows accurately over that longer period. If the value in use of a group of CGUs to which goodwill has been allocated is lower than its corresponding carrying amount, CEMEX determines the fair value of such group of CGUs using methodologies generally accepted in the market to determine the value of entities, such as multiples of Operating EBITDA and by reference to other market transactions. An impairment loss is recognized within “Other expenses, ~~net”,~~net,” if the recoverable amount is lower than the net book value of the group of CGUs to which goodwill has been allocated. Impairment charges recognized on goodwill are not reversed in subsequent periods.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Impairment of long-lived assets — Goodwill — continued

The ~~geographic operating~~reportable segments reported by CEMEX (note 4.4), represent CEMEX’s groups of CGUs to which goodwill has been allocated for purposes of testing goodwill for impairment, considering: a) that after the acquisition, goodwill was allocated at the level of the ~~geographic operating~~reportable segment; b) that the operating components that comprise the reported segment have similar economic characteristics; c) that the reported segments are used by CEMEX to organize and evaluate its activities in its internal information system; d) the homogeneous nature of the items produced and traded in each operative component, which are all used by the construction industry; e) the vertical integration in the value chain of the products comprising each component; f) the type of clients, which are substantially similar in all components; g) the operative integration among components; and h) that the compensation system of a specific country is based on the consolidated results of the geographic segment and not on the particular results of the components. In addition, the country level represents the lowest level within CEMEX at which goodwill is monitored for internal management purposes.

Impairment tests are significantly sensitive to the estimation of future prices of CEMEX’s products, the development of operating expenses, local and international economic trends in the construction industry, the long-term growth expectations in the different markets, as well as the discount rates and the growth rates in perpetuity applied. For purposes of estimating future prices, CEMEX uses, to the extent available, historical data plus the expected increase or decrease according to information issued by trusted external sources, such as national construction or cement producer chambers and/or in governmental economic expectations. Operating expenses are normally measured as a constant proportion of revenues, following ~~past~~ experience. However, such operating expenses are also reviewed considering external information sources in respect of inputs that behave according to international prices, such as oil and gas. CEMEX uses specificpre-tax discount rates for each group

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Impairment of long lived assets — Goodwill — continued~~

of CGUs to which goodwill is allocated, which are applied to discountpre-tax cash flows. The amounts of estimated undiscounted cash flows are significantly sensitive to the growth rate in perpetuity applied. Likewise, the amounts of discounted estimated future cash flows are significantly sensitive to the weighted average cost of capital (discount rate) applied. The higher the growth rate in perpetuity applied, the higher the amount of undiscounted future cash flows by group of CGUs obtained. Conversely, the higher the discount rate applied, the lower the amount of discounted estimated future cash flows by group of CGUs obtained.

2.11)

PROVISIONS

CEMEX recognizes provisions when it has a legal or constructive obligation resulting from past events, whose resolution would ~~imply~~require cash outflows, or the delivery of other resources owned by the Company. As of December 31, ~~2017~~2018 and ~~2016~~2017, some significant proceedings that gave rise to a portion of the carrying amount of CEMEX’s other current andnon-current liabilities and provisions are detailed in note 24.1.

Considering guidance under IFRS, CEMEX recognizes provisions for levies imposed by governments until the obligating event or the activity that triggers the payment of the levy has occurred, as defined in the legislation.

Restructuring

CEMEX recognizes provisions for restructuring when the restructuring detailed plans have been properly finalized and authorized by management and have been communicated to the third parties involved and/or affected by the restructuring prior to the statement of financial ~~position~~position’s date. These provisions may include costs not associated with CEMEX’s ongoing activities.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Asset retirement obligations (note 17)

Unavoidable obligations, legal or constructive, to restore operating sites upon retirement of long-lived assets at the end of their useful lives are measured at the NPV of estimated future cash flows to be incurred in the restoration process and are initially recognized against the related assets’ book value. The increase to the assets’ book value is depreciated during its remaining useful life. The increase in the liability related to adjustments to NPV by the passage of time is charged to the line item “Financial income and other items, net.” Adjustments to the liability for changes in estimations are recognized against fixed assets, and depreciation is modified prospectively. These obligations are related mainly to future costs of demolition, cleaning and reforestation, so that quarries, maritime terminals and other production sites are left in acceptable condition at the end of their operation.

Costs related to remediation of the environment (notes 17 and 24)

Provisions associated with environmental damage represent the estimated future cost of remediation, which are recognized at their nominal value when the time schedule for the disbursement is not clear, or when the economic effect for the passage of time is not significant; otherwise, such provisions are recognized at their discounted values. Reimbursements from insurance companies are recognized as assets only when their recovery is practically certain. In that case, such reimbursement assets are not offset against the provision for remediation costs.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

Contingencies and commitments (notes 23 and 24)

Obligations or losses related to contingencies are recognized as liabilities in the statement of financial position only when present obligations exist resulting from past events that are ~~expected~~probable to result in an outflow of resources and the amount can be measured reliably. Otherwise, a qualitative disclosure is included in the notes to the financial statements. The effects of long-term commitments established with third parties, such as supply contracts with suppliers or customers, are recognized in the financial statements on an incurred or accrued basis, after taking into consideration the substance of the agreements. Relevant commitments are disclosed in the notes to the financial statements. The Company ~~does not recognize~~recognizes contingent revenues, income or assets ~~unless~~only when their realization is virtually certain.

2.12) PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS (note 18)

~~2.12)~~

~~PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS (note 18)~~

Defined contribution pension plans

The costs of defined contribution pension plans are recognized in the operating results as they are incurred. Liabilities arising from such plans are settled through cash transfers to the employees’ retirement accounts, without generating future obligations.

Defined benefit pension plans and other post-employment benefits

The costs associated with employees’ benefits for: a) defined benefit pension plans; and b) other post-employment benefits, basically comprised of health care benefits, life insurance and seniority premiums, granted by CEMEX and/or pursuant to applicable law, are recognized as services are rendered, based on actuarial estimations of the benefits’ present value with the advice of external actuaries. For certain pension plans, CEMEX has created irrevocable trust funds to cover future benefit payments (“plan assets”). These plan assets are valued at their estimated fair value at the statement of financial position date. The actuarial assumptions and

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Defined benefit pension plans and other post-employment benefits — continued

accounting policy consider: a) the use of nominal rates; b) a single rate is used for the determination of the expected return on plan assets and the discount of the benefits obligation to present value; c) a net interest is recognized on the net defined benefit liability (liability minus plan assets); and d) all actuarial gains and losses for the period, related to differences between the projected and real actuarial assumptions at the end of the period, as well as the difference between the expected and real return on plan assets, are recognized as part of “Other items of comprehensive income, net” within stockholders’ equity.

The service cost, corresponding to the increase in the obligation for additional benefits earned by employees during the period, is recognized within operating costs and expenses. The net interest cost, resulting from the increase in obligations for changes in NPV and the change during the period in the estimated fair value of plan assets, is recognized within “Financial income and other items, net.”

The effects from modifications to the pension plans that affect the cost of past services are recognized within operating costs and expenses over the period in which such modifications become effective to the employees or without delay if changes are effective immediately. Likewise, the effects from curtailments and/or settlements of obligations occurring during the period, associated with events that significantly reduce the cost of future services and/or reduce significantly the population subject to pension benefits, respectively, are recognized within operating costs and expenses.

Termination benefits

Termination benefits, not associated with a restructuring event, which mainly represent severance payments by law, are recognized in the operating results for the period in which they are incurred.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

2.13)

INCOME TAXES (note 19)

The effects reflected in the income statement for income taxes include the amounts incurred during the period and the amounts of deferred income taxes, determined according to the income tax law applicable to each subsidiary. Consolidated deferred income taxes represent the addition of the amounts determined in each subsidiary by applying the enacted statutory income tax rate to the total temporary differences resulting from comparing the book and taxable values of assets and liabilities, considering tax assets such as loss carryforwards and other recoverable taxes, to the extent that it is probable that future taxable profits will be available against which they can be utilized. The measurement of deferred income taxes at the reporting period reflects the tax consequences that follow the ~~manner~~way in which CEMEX expects to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes for the period represent the difference between balances of deferred income taxes at the beginning and the end of the period. Deferred income tax assets and liabilities relating to different tax jurisdictions are not offset. According to IFRS, all items charged or credited directly in stockholders’ equity or as part of other comprehensive income or loss for the period are recognized net of their current and deferred income tax effects. The effect of a change in enacted statutory tax rates is recognized in the period in which the change is officially enacted.

Deferred tax assets are reviewed at each reporting date and are reduced when it is not deemed probable that the related tax benefit will be realized, considering the aggregate amount of self-determined tax loss carryforwards that CEMEX believes will not be rejected by the tax authorities based on available evidence and the likelihood of recovering them prior to their expiration through an analysis of estimated future taxable income. If it is probable

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Income taxes — continued

that the tax authorities would reject a self-determined deferred tax asset, CEMEX would decrease such asset. When it is considered that a deferred tax asset will not be recovered before its expiration, CEMEX would not recognize such deferred tax asset. Both situations would result in additional income tax expense for the period in which such determination is made. In order to determine whether it is probable that deferred tax assets will ultimately be recovered, CEMEX takes into consideration all available positive and negative evidence, including factors such as market conditions, industry analysis, expansion plans, projected taxable income, carryforward periods, current tax structure, potential changes or adjustments in tax structure, tax planning strategies, future reversals of existing temporary differences. Likewise, CEMEX analyzes its actual results versus the Company’s estimates, and adjusts, as necessary, its tax asset valuations. If actual results vary from CEMEX’s estimates, the deferred tax asset and/or valuations may be affected, and necessary adjustments will be made based on relevant information in CEMEX’s income statement for such period.

The income tax effects from an uncertain tax position are recognized when is probable that the position will be sustained based on its technical merits and assuming that the tax authorities will examine each position and have full knowledge of all relevant information, and they are measured using a cumulative probability model. Each position has been considered on its own, regardless of its relation to any other broader tax settlement. The high probability threshold represents a positive assertion by management that CEMEX is entitled to the economic benefits of a tax position. If a tax position is considered not probable of being sustained, no benefits of the position are recognized. Interest and penalties related to unrecognized tax benefits are recorded as part of the income tax in the consolidated income statements.

The effective income tax rate is determined dividing the line item “Income Tax” by the line item “Earnings before income tax.” This effective tax rate is further reconciled to CEMEX’s statutory tax rate applicable in Mexico (note 19.3). A significant effect in CEMEX’s effective tax rate and consequently in the ~~aforementioned~~ reconciliation of CEMEX’s effective tax rate, relates to the difference between the statutory income tax rate in Mexico of 30% against the applicable income tax rates of each country where CEMEX operates.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Income taxes — continued~~

For the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, the statutory tax rates in CEMEX’s main operations were as follows:


Country	2017	2016	2015	2018	2017	2016
Mexico	30.0%	30.0%	30.0%	30.0%	30.0%	30.0%
United States	35.0%	35.0%	35.0%	21.0%	35.0%	35.0%
United Kingdom	19.3%	20.0%	20.3%	19.3%	19.3%	20.0%
France	34.4%	34.4%	38.0%	34.4%	34.4%	34.4%
Germany	28.2%	28.2%	29.8%	28.2%	28.2%	28.2%
Spain	25.0%	25.0%	28.0%	25.0%	25.0%	25.0%
Philippines	30.0%	30.0%	30.0%	30.0%	30.0%	30.0%
Colombia	40.0%	40.0%	39.0%	37.0%	40.0%	40.0%
Egypt	22.5%	22.5%	22.5%	22.5%	22.5%	22.5%
Switzerland	9.6%	9.6%	9.6%
Others	7.8% – 39.0%	7.8% – 39.0%	7.8% – 39.0%	7.8% – 39.0%	7.8% – 39.0%	7.8% – 39.0%

CEMEX’s current and deferred income tax amounts included in the income statement for the period are highly variable, and are subject, among other factors, to taxable income determined in each jurisdiction in which

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Income taxes — continued

CEMEX operates. Such amounts of taxable income depend on factors such as sale volumes and prices, costs and expenses, exchange rates fluctuations and interest on debt, among others, as well as to the estimated tax assets at the end of the period due to the expected future generation of taxable gains in each jurisdiction.

2.14)

STOCKHOLDERS’ EQUITY

Common stock and additionalpaid-in capital (note 20.1)

These items represent the value of stockholders’ contributions, and include increases related to the capitalization of retained earnings and the recognition of executive compensation programs in ~~CEMEX’s~~CEMEX, S.A.B. de C.V.’s CPOs as well as decreases associated with the restitution of retained earnings.

Other equity reserves (note 20.2)

Groups the cumulative effects of items and transactions that are, temporarily or permanently, recognized directly to stockholders’ equity, and includes the comprehensive income, which reflects certain changes in stockholders’ equity that do not result from investments by owners and distributions to owners. The most significant items within “Other equity reserves” during the reported periods are as follows:

Items of “Other equity reserves” included within other comprehensive income:

Currency translation effects from the translation of foreign subsidiaries, net of: a) exchange results from foreign currency debt directly related to the acquisition of foreign subsidiaries; and b) exchange results from foreign currency related ~~parties~~parties’ balances that are of anon-current investment class (note 2.4);

The effective portion of the valuation and liquidation effects from derivative instruments under cash flow hedging relationships, which are recorded temporarily in stockholders’ equity (note 2.6);

Changes in fair value of~~available-for-sale~~ other investments ~~until their disposal~~in strategic securities (note 2.6); and

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Items of “Other equity reserves” included within other comprehensive income — continued~~

Current and deferred income taxes during the period arising from items whose effects are directly recognized in stockholders’ equity.

Items of “Other equity reserves” not included in comprehensive income:

Effects related to controlling stockholders’ equity for changes or transactions affectingnon-controlling interest stockholders in CEMEX’s consolidated subsidiaries;

Effects attributable to controlling stockholders’ equity for financial instruments issued by consolidated subsidiaries that qualify for accounting purposes as equity instruments, such as the interest expense paid on perpetual debentures;

The equity component of securities which are mandatorily or optionally convertible into shares of the Parent Company (notes 2.6 and 16.2). Upon conversion, this amount will be reclassified to common stock and additionalpaid-in capital; and

The cancellation of the Parent Company’s shares held by consolidated entities.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Retained earnings (note 20.3)

Retained earnings represent the cumulative net results of prior years, net of: a) dividends declared; b) capitalization of retained earnings; ~~and~~ c) restitution of retained earnings when ~~applicable.~~applicable; and d) cumulative effects from adoption of new IFRS.

Non-controlling interest and perpetual debentures (note 20.4)

This caption includes the share ofnon-controlling stockholders in the results and equity of consolidated subsidiaries. This caption also includes the nominal ~~amount~~amounts of financial instruments (perpetual notes) issued by consolidated entities that qualify as equity instruments considering that there is: a) no contractual obligation to deliver cash or another financial asset; b) no predefined maturity date; and c) ana unilateral option to defer interest payments or preferred dividends for indeterminate periods.

2.15)

REVENUE RECOGNITION (note 3)

~~Beginning~~As mentioned in note 2.1, CEMEX adopted IFRS 15on January 1, 2018 using the retrospective approach. CEMEX policies under IFRS 15 are as follows:

Revenue ~~from contracts with customers~~is ~~effective, see note 2.20. Until December 31, 2017, CEMEX’s policy for revenue recognition is set forth below:~~

~~CEMEX’s consolidated net sales represent~~recognized at a point in time or over time in the ~~value,~~amount of the price, before tax on sales, ~~of revenues originated~~expected to be received by ~~products~~CEMEX’s subsidiaries for goods and services ~~sold by consolidated subsidiaries~~supplied as a result of their ordinary activities, ~~after~~as contractual performance obligations are fulfilled, and control of goods and services passes to the ~~elimination of transactions between related parties, and~~customer. Revenues are ~~quantified at the fair value of the consideration received or receivable,~~ decreased by any trade discounts or volume rebates granted to customers. Transactions between related parties are eliminated in consolidation.

~~Revenue from the sale of goods and services~~Variable consideration is recognized when ~~goods are delivered~~it is highly probable that a significant reversal in the amount of cumulative revenue recognized for the contract will not occur and is measured using the expected value or ~~services are rendered~~the most likely amount method, whichever is expected to ~~customers, there is no condition or uncertainty implying a reversal thereof,~~better predict the amount based on the terms and ~~they have assumed~~conditions of the ~~risk of loss.~~ contract.

Revenue and costs from trading activities, in which CEMEX acquires finished goods from a third party and subsequently sells the goods to another third-party, are recognized on a gross basis, considering that CEMEX assumes ~~the total risk~~ownership risks on the goods purchased, not acting as agent or broker.

When revenue is earned over time as contractual performance obligations are satisfied, which is the case of construction contracts, CEMEX apply the stage of completion method to measure revenue, which represents: a) the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs; b) the surveys of work performed; or c) the physical proportion of the contract work completed, whichever better reflects the percentage of completion under the specific circumstances. Revenue and costs related to such construction contracts are recognized in the period in which the work is performed by reference to the contract’s stage of completion at the end of the period, considering that the following have

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Revenue recognition — continued~~

been defined: a) each party’s enforceable rights regarding the asset under construction; b) the consideration to be exchanged; c) the manner and terms of settlement; d) actual costs incurred and contract costs required to complete the asset are effectively controlled; and e) it is probable that the economic benefits associated with the contract will flow to the entity.

The stage of completion of construction contracts represents the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs or the surveys of work performed or the physical proportion of the contract work completed, whichever better reflects the percentage of completion under the specific circumstances. Progress payments and advances received from customers do not reflect the work performed and are recognized as a ~~short~~short-term or ~~long term~~long-term advanced payments, as appropriate.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

2.16)

COST OF SALES AND OPERATING EXPENSES (note 5)

Cost of sales represents the production cost of inventories at the moment of sale. Such cost of sales includes depreciation, amortization and depletion of assets involved in production, expenses related to storage in production plants and freight expenses of raw material in plants and delivery expenses of CEMEX’sready-mix concrete business.

Administrative expenses represent the expenses associated with personnel, services and equipment, including depreciation and amortization, related to managerial activities and back office for the Company’s management.

Sales expenses represent the expenses associated with personnel, services and equipment, including depreciation and amortization, involved specifically in sales activities.

Distribution and logistics expenses refer to expenses of storage at points of sales, including depreciation and amortization, as well as freight expenses of finished products between plants and points of sale and freight expenses between points of sales and the customers’ facilities.

2.17)

EXECUTIVE SHARE-BASED COMPENSATION (note 21)

Share-based payments to executives are defined as equity instruments when services received from employees are settled by delivering shares of the Parent Company and/or a subsidiary; or as liability instruments when CEMEX commits to make cash payments to the executives on the exercise date of the awards based on changes in the Parent Company and/or subsidiary’s own stock (intrinsic value). The cost of equity instruments represents their estimated fair value at the date of grant and is recognized in the income statement during the period in which the exercise rights of the employees become vested. In respect of liability instruments, these instruments are valued at their estimated fair value at each reporting date, recognizing the changes in fair value through the operating results. ~~CEMEX determines the estimated fair value at the date of grant of stock compensation programs with performance conditions using Monte Carlo simulations.~~

2.18)

EMISSION RIGHTS

In certain countries where CEMEX operates, such as EU countries, mechanisms aimed at reducing carbon dioxide emissions (“CO^₂”) have been established by means of which, the relevant environmental authorities have granted certain number of emission rights (“certificates”) free of cost to the different industries releasing CO^₂,

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Emission rights — continued~~

which must submit to such environmental authorities at the end of a compliance period, certificates for a volume equivalent to the tons of CO^₂ released. Companies must obtain additional certificates to meet deficits between actual CO^₂ emissions during the compliance period and certificates received, or they can dispose of any surplus of certificates in the market. In addition, the United Nations Framework Convention on Climate Change (“UNFCCC”) grants Certified Emission Reductions (“CERs”) to qualified CO^₂ emission reduction projects. CERs may be used in specified proportions to settle emission rights obligations in the EU. CEMEX actively participates in the development of projects aimed to reduce CO^₂ emissions. Some of these projects have been awarded with CERs.

CEMEX does not maintain emission rights, CERs and/or enter into forward transactions with trading purposes. CEMEX accounts for the effects associated with CO^₂ emission reduction mechanisms as follows:

Certificates received for free are not recognized in the statement of financial position. Revenues from the sale of any surplus of certificates are recognized by decreasing cost of sales. In forward sale transactions, revenues are recognized upon physical delivery of the emission certificates.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Emission rights — continued

•

Certificates and/or CERs acquired to hedge current CO^₂ emissions are recognized as intangible assets at cost and are further amortized to cost of sales during the compliance period. In the case of forward purchases, assets are recognized upon physical reception of the certificates.

•

CEMEX accrues a provision against cost of sales when the estimated annual emissions of CO^₂ are expected to exceed the number of emission rights, net of any benefit obtained through swap transactions of emission rights for CERs.

CERs received from the UNFCCC are recognized as intangible assets at their development cost, which are attributable mainly to legal expenses incurred in the process of obtaining such CERs.

During 2018, 2017 ~~2016~~ and ~~2015,~~2016, there were no sales of emission rights to third parties. In addition, in certain countries, the environmental authorities impose levies per ton of CO^₂ or other greenhouse gases released. Such expenses are recognized as part of cost of sales as incurred.

2.19)

CONCENTRATION OF CREDIT

CEMEX sells its products primarily to distributors in the construction industry, with no specific geographic concentration within the countries in which CEMEX operates. As of and for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, no single customer individually accounted for a significant amount of the reported amounts of sales or in the balances of trade receivables. In addition, there is no significant concentration of a specific supplier relating to the purchase of raw materials.

2.20)

NEWLY ISSUED IFRS NOT YET ADOPTED

~~There are a number of~~ IFRS issued as of the date of issuance of these financial statements which have not yet been adopted are described as follow:

~~IFRS 9,~~~~Financial Instruments: classification and measurement~~ ~~(“IFRS 9”)~~

IFRS 9 sets forth the guidance relating to the classification and measurement of financial assets and liabilities, the accounting for expected credit losses of financial assets and commitments to extend credits, as well as the

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Newly issued IFRS not yet adopted — IFRS 9 — continued~~

~~requirements for hedge accounting; and will replace IAS 39,~~~~Financial Instruments: recognition and measurement~~ (“IAS 39”). IFRS 9 is effective beginning January 1, 2018. Among other aspects, IFRS 9 changes the classification categories for financial assets under IAS 39 of: 1) held to maturity; 2) loans and receivables; 3) fair value through the income statement; and 4) available for sale; and replaces them with categories that reflect the measurement method, the contractual cash flow characteristics and the entity’s business model for managing the financial asset: 1) amortized cost, that will significantly comprise IAS 39 held to maturity and loans and receivables categories; 2) fair value through other comprehensive income, similar to IAS 39 held to maturity category; and 3) fair value through the income statement with the same IAS 39 definitions. The adoption of such classification categories under IFRS 9 will not have any significant effect on CEMEX’s operating results, financial situation and compliance of contractual obligations (financial restrictions).

In addition, under the new impairment model based on expected credit losses, impairment losses for the entire lifetime of financial assets, including trade accounts receivable, are recognized on initial recognition, and at each subsequent reporting period, even in the absence of a credit event or if the loss has not yet been incurred, considering for their measurement past events and current conditions, as well as reasonable and supportable forecasts affecting collectability. Changes in the allowance for doubtful accounts under the new expected credit loss model upon adoption of IFRS 9 on January 1, 2018 will be recognized through equity.

In this regard, CEMEX developed an expected credit loss model applicable to its trade accounts receivable that considers the historical performance, as well as the credit risk and expected developments for each group of customers, ready for the prospective adoption of IFRS 9 on January 1, 2018. The preliminary effects for adoption of IFRS 9 on January 1, 2018 related to the new expected credit loss model which do not represent any significant impact on CEMEX’s operating results, financial situation and compliance of contractual obligations (financial restrictions), represent an estimated increase in the allowance for doubtful accounts as of December 31, 2017 of Ps519 that will be recognized against equity.

In connection with hedge accounting under IFRS 9, among other changes, there is a relief for entities in performing: a) the retrospective effectiveness test at inception of the hedging relationship; and b) the requirement to maintain a prospective effectiveness ratio between 0.8 and 1.25 at each reporting date for purposes of sustaining the hedging designation, both requirements of IAS 39. Under IFRS 9, a hedging relationship can be established to the extent the entity considers, based on the analysis of the overall characteristics of the hedging and hedged items, that the hedge will be highly effective in the future and the hedge relationship at inception is aligned with the entity’s reported risk management strategy. Nonetheless, IFRS 9 maintains the same hedging accounting categories of cash flow hedge, fair value hedge and hedge of a net investment established in IAS 39, as well as the requirement of recognizing the ineffective portion of a cash flow hedge immediately in the income statement. CEMEX does not expect any significant effect upon adoption of the new hedge accounting rules under IFRS 9 beginning January 1, 2018.

Considering the prospective adoption of IFRS 9 as of January 1, 2018, according to the options provided in the standard, there may be lack of comparability beginning January 1, 2018, with the information of impairment of financial assets disclosed in prior years, however, the effects are not significant.

~~IFRS 15,~~~~Revenues from contracts with customers~~~~(“IFRS 15”)~~

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Newly issued IFRS not yet adopted — IFRS 15 — continued~~

services, following a five step model: Step 1: Identify the contract(s) with a customer (agreement that creates enforceable rights and obligations); Step 2: Identify the different performance obligations (promises) in the contract and account for those separately; Step 3: Determine the transaction price (amount of consideration an entity expects to be entitled in exchange for transferring promised goods or services); Step 4: Allocate the transaction price to each performance obligation based on the relative stand-alone selling prices of each distinct good or service; and Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation by transferring control of a promised good or service to the customer. A performance obligation may be satisfied at a point in time (typically for the sale of goods) or over time (typically for the sale of services and construction contracts). IFRS 15 also includes disclosure requirements to provide comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. IFRS 15 is effective on January 1, 2018 and will supersede all existing guidance on revenue recognition. Beginning January 1, 2018, CEMEX will adopt IFRS 15 using the full retrospective approach, which represents the restatement of the financial statements of prior years.

CEMEX started in 2015 the evaluation of the impacts of IFRS 15 on the accounting and disclosures of its revenues. As of December 31, 2017, CEMEX has analyzed its contracts with customers in all the countries in which it operates in order to review the different performance obligations and other promises (discounts, loyalty programs, rebates, etc.) included in such contracts, among other aspects, aimed to determine the differences in the accounting recognition of revenue with respect to current IFRS and concluded the theoretical assessment. In addition, key personnel were trained in the new standard with the support of external experts and an online training course was implemented. Moreover, CEMEX also concluded the quantification of the adjustments that are necessary to present prior year’s information under IFRS 15 beginning in 2018. The adjustments determined in CEMEX’s revenue recognition will not generate any material impact on CEMEX’s operating results, financial situation and compliance of contractual obligations (financial restrictions).

Among other minor effects, the main changes under IFRS 15 as they apply to CEMEX refer to: a) several reclassifications that are required to comply with IFRS 15 new accounts in the statement of financial position aimed to recognize contract assets (costs to obtain a contract) and contract liabilities (deferred revenue for promises not yet fulfilled); b) rebates and/or discounts offered to customers in a sale transaction that are redeemable by the customer in a subsequent purchase transaction, are considered separate performance obligations, rather than future costs, and a portion of the sale price of such transaction allocated to these promises should be deferred to revenue until the promise is redeemed or expires; and c) awards (points) offer to customers through their purchases under loyalty programs that are later redeemable for goods or services, also represent separate performance obligations, rather than future costs, and a portion of the sale price of such transactions allocated to these points should be deferred to revenue until the points are redeemed or expire. These reclassifications and adjustments are not expected to be material.

Considering the full retrospective adoption of IFRS 15 beginning January 1, 2018, according to the options considered in the standard, there will not be lack of comparability of the financial information prepared in prior years.

IFRS 16,Leases(“IFRS 16”)

IFRS 16 defines leases as any contract or part of a contract that conveys to the lessee the right to use an asset for a period ~~of time~~ in exchange for consideration and the lessee directs the use of the identified asset throughout that

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Newly issued IFRS not yet adopted — IFRS 16 — continued~~

period. ~~In summary,~~ IFRS 16 introduces a single lessee accounting model, and requires a lessee to recognize, for all leases, allowing exemptions in case of the leases with a term of ~~more~~less than 12 months ~~unless~~or when the underlying asset is of low value, assets for theright-of-use the underlying asset against a corresponding financial liability, representing the NPV of estimated lease payments under the contract, with a single income statement model in which a lessee recognizes amortization of theright-of-use asset and interest on the lease liability. A lessee shall present either in the statement of financial position, or disclose in the notes,right-of-use assets separately from other assets, as well as, lease liabilities separately from other liabilities. IFRS 16 is effective beginning January 1, 2019 and will supersede all current standards and interpretations related to lease accounting.

As of December 31, ~~2017, CEMEX has concluded an assessment~~2018, by means of analyses of its ~~main~~ outstanding lease contracts and other contracts that may have embedded the use of an asset ~~in order to inventory~~and the assessment of the most relevant characteristics of such contracts (types of assets, committed payments, maturity dates, renewal clauses, etc.)~~. During~~, CEMEX has substantially concluded the ~~first quarter~~inventory and measurement of ~~2018,~~its leases for purposes of adopting IFRS 16 and is in its final review. Moreover, CEMEX ~~expects to define~~has defined its ~~future~~accounting policy under IFRS 16 ~~in connection with~~and will apply the recognition exception for ~~short-term leases andlow-value~~ ~~assets, in order to set the basis and be able to quantify the required adjustments for the proper recognition of the assets for the“right-of-use”~~ and the corresponding financial liabilities, aiming to adopt IFRS 16 on January 1, 2019. CEMEX plans preliminarily the adoption of IFRS 16 retrospectively to the extent such adoption is practicable. Based on its preliminary assessment as of the reporting date, CEMEX considers that upon adoption of IFRS 16, most of its outstanding operating leases (note 23.5) would be recognized in the statement of financial position, increasing assets and liabilities, as well as amortization and interest, without any significant initial effect on net assets.

CEMEX does not expect any significant effect on its operation results, financial situation and compliance with contractual obligations (financial restrictions) due to the adoption effects. If retrospective adoption of IFRS 16 beginning January 1, 2019 is applied, according to the options considered in the standard, there would not be lack of comparability of the financial information prepared in prior years.

~~IFRIC 23,~~~~Uncertainty over income tax treatments~~ ~~(“IFRIC 23”)~~

IFRIC 23 clarifies the accounting for uncertainties in income taxes. Among other aspects, when an entity concludes that it is not probable that a particular tax treatment is accepted, the entity has to use the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The decision should be based on which method provides better predictions of the resolution of the uncertainty. IFRIC 23 is effective beginning January 1, 2019. Considering CEMEX’s current policy for uncertain tax positions (note 2.13) CEMEX does not expect any significant effect from the adoption of IFRIC 23.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Newly issued IFRS not yet adopted — IFRS 16 — continued

short-term leases andlow-value assets, as well as the practical expedient to not separate thenon-lease component from the lease component included in the same contract. CEMEX will adopt IFRS 16 using the full retrospective approach pursuant to which prior periods will be restated. Upon adoption of IFRS 16 beginning on January 1, 2019, CEMEX has estimated a range for its opening statement of financial position effects as of January 1, 2017, as follows:


		As of January 1, 2017
		Low			High
Assets for theright-of-use	US$		920			942
Financial liabilities			(1,030	)		(1,060	)

Retained earnings¹	US$		(110	)		(118	)

The effect refers to a timing difference between depreciation expense of the assets calculated under the straight-line method and the interest expense from the liability determined under the effective interest rate method since the beginning of the contracts. This difference will reverse over the remaining life of the contracts.

In addition to IFRS 16, there are several amendments or new IFRS issued but not yet effective which are under analysis and the Company’s management expects to adopt in their specific effective dates considering preliminarily without any significant effect in the Company’s financial position or operating results, and which are summarized as follows:


Standard	Main topic	Effective date
Amendments to IFRS 9	Prepayment features with negative compensation do not automatically preclude amortized cost accounting.	January 1, 2019

IFRIC 23,Uncertainty over income tax treatments	When an entity concludes that it is not probable that a particular tax treatment is accepted, the decision should be based on which method provides better predictions of the resolution of the uncertainty.	January 1, 2019

Amendments to IAS 28,Long-term interests in associates and joint ventures (“IAS 28”)	The amendment clarifies that IFRS 9, including its impairment requirements, applies to long-term interests.	January 1, 2019

Amendments to IAS 12,Income taxes	Clarify that an entity should recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized the transactions that generated the distributable profits.	January 1, 2019

Amendments to IAS 23,Borrowing costs	Clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings.	January 1, 2019

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Newly issued IFRS not yet adopted — IFRS 16 — continued


Standard	Main topic	Effective date

Amendments to IFRS 3,Business combinations	Clarify that when an entity obtains control of a business that is a joint operation, the entity applies the requirements for a business combination achieved in stages, including remeasuring its previously held interest in the joint operation at fair value.	January 1, 2019

Amendments to IAS 19,Employee benefits	Clarify that the past service cost (or of the gain or loss on settlement) is calculated by measuring the defined benefit liability (asset) using updated assumptions and comparing benefits offered and plan assets before and after the plan amendment (or curtailment or settlement) but ignoring the effect of the asset ceiling (that may arise when the defined benefit plan is in a surplus position).	January 1, 2019

Amendments to IFRS 10, Consolidated financial statementsand IAS 28	Clarify the recognition of gains or losses in the Parent’s financial statements for the sale or contribution of assets between an investor and its associate or joint venture	Has yet to be set

IFRS 17,Insurance contracts	The new Standard establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4,Insurance contracts. The Standard outlines a General Model, which is modified for insurance contracts with direct participation features, described as the Variable Fee Approach. The General Model is simplified if certain criteria are met by measuring the liability for remaining coverage using the Premium Allocation Approach.	January 1, 2021

3)	~~REVENUES~~ REVENUE AND CONSTRUCTION CONTRACTS

CEMEX’s revenues are mainly originated from the sale and distribution of cement,ready-mix concrete, aggregates and other construction materials and services. CEMEX grants credit for terms ranging from 15 to 90 days depending of the type and risk of each customer. For the years ended December 31, 2018, 2017 and 2016, ~~and 2015, net sales,~~revenue, after eliminations between related parties resulting from consolidation, ~~were~~is as follows:


		2017		2016		2015			2018		2017		2016
From the sale of goods associated to CEMEX’s main activities¹	Ps		246,820		239,696		211,258	Ps		265,584		246,135		239,230
From the sale of services²			3,313		3,110		2,811			3,064		3,313		3,110
From the sale of other goods and services³			7,998		7,139		5,230			8,207		7,989		7,137

	Ps		258,131		249,945		219,299	Ps		276,855		257,437		249,477

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Revenue and construction contracts — continued

1	Includes in each period ~~those revenues~~revenue generated under construction contracts that are presented in the table below.

2	Refers mainly to revenues generated by Neoris N.V. and its subsidiaries, involved in providing information technology solutions and services.

3	Refers mainly to revenues generated by subsidiaries not individually significant operating in different lines of business.

Information of revenues by reportable segment and line of business for the years 2018, 2017 and 2016 is presented in note 4.4.

As of December 31, ~~2017~~2018 and ~~2016,~~2017, amounts receivable for progress billings to customers of construction contracts and/or advances received by CEMEX from these customers were not significant. For 2018, 2017 ~~2016~~ and ~~2015,~~2016, revenues and costs related to construction contracts in progress were as follows:


		Recognized to date¹			2017			2016			2015				Accrued¹			2018			2017			2016
Revenue from construction contracts included in consolidated net sales²	Ps		5,508			992			1,033			994
Revenue from construction contracts included in consolidated revenues²														Ps		1,063			1,383			992			1,033
Costs incurred in construction contracts included in consolidated cost of sales³			(4,840	)		(1,205	)		(1,133	)		(919	)			(1,055	)		(1,312	)		(1,205	)		(1,133	)

Construction contracts gross operating profit (loss)	Ps		668			(213	)		(100	)		75		Ps		8			71			(213	)		(100	)

1	Revenues and costs recognized from inception of the contracts until December 31, ~~2017~~2018 in connection with those projects still in progress.

2	Revenues from construction contracts during 2018, 2017 ~~2016~~ and ~~2015,~~2016, were mainly obtained in Mexico and Colombia.

3	Refers to actual costs incurred during the periods. ~~The oldest contract in progress as of December 31, 2017 started in 2010.~~

Under IFRS 15, some commercial practices of CEMEX, in the form of certain promotions and/or discounts and rebates offered as part of the sale transaction, result in that a portion of the transaction price should be allocated to such commercial incentives as separate performance obligations, recognized as contract liabilities with customers, and deferred to the income statement during the period in which the incentive is exercised by the customer or until it expires. For the years ended December 31, 2018, 2017 and 2016 changes in the balance of contract liabilities with customers are as follows:


		2018			2017			2016
Opening balance of contract liabilities with customers	Ps		770			645			660
Increase during the period for new transactions			1,070			1,156			1,040
Decrease during the period for exercise or expiration of incentives			(890	)		(1,148	)		(1,038	)
Currency translation effects			(175	)		117			(17	)

Closing balance of contract liabilities with customers	Ps		775			770			645

For the years 2018, 2017 and 2016, CEMEX did not identify any costs required to be capitalized as contract fulfilment assets and released over the contract life according to IFRS 15.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

4)	BUSINESS COMBINATIONS, DISCONTINUED OPERATIONS, SALE OF OTHER DISPOSAL GROUPS AND SELECTED FINANCIAL INFORMATION BY ~~GEOGRAPHIC OPERATING~~REPORTABLE SEGMENT AND LINE OF BUSINESS

4.1)	BUSINESS COMBINATIONS

On December 5, 2016, through its subsidiary Sierra Trading (“Sierra”), CEMEX presented an offer and take-over bid, which was amended on January 9, 2017 (the “Offer”), to all shareholders of Trinidad Cement Limited (“TCL”), a company publicly listed in Trinidad and Tobago, ~~that was then also listed in Jamaica and Barbados, in which CEMEX already held a 39.5% interest prior to the Offer,~~ to acquire up to 132,616,942 ordinary shares in TCL (equivalent to approximately 30.2% of TCL’s common stock). TCL’s main operations are ~~located~~ in

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Business combinations — continued~~

Trinidad and Tobago, Jamaica and Barbados. Pursuant to the Offer, Sierra offered TT$5.07 in cash per TCL share, or its equivalent in US$0.76 except to Shareholders in Barbados (the “Offer Price”). On January 24, 2017, after all terms and conditions were complied with or waived, the Offer was declared unconditional.

~~In addition, the Offer closed in Jamaica on February 7, 2017.~~ TCL shares deposited in response to the Offer together with Sierra’s then existing 39.5% shareholding in TCL represented approximately 69.8% of the outstanding shares of TCL. The total consideration paid by Sierra for the TCL shares under the Offer was US$86 (Ps1,791). CEMEX started consolidating TCL on February 1, 2017. ~~During 2017, TCL was delisted from the Jamaica and Barbados stock exchanges.~~ CEMEX determined a fair value of TCL’s assets as of February 1, 2017 of US$~~525 (Ps10,936)~~531 (Ps11,061), which ~~considers~~considered a price of TT$5.07 per share for the percentage acquired in the ~~Amended~~ Offer and TT$4.15 per share, or the market price before the Offer, for the remaining shares, and US$113 (Ps2,354) of debt assumed, among other effects. The purchase of TCL represented a step acquisition. As a result, the remeasurement of CEMEX’s previous held ownership interest in TCL of 39.5% generated a gain of US$32 (Ps623) in 2017 as part of “Financial income and other items, net.” All convenience translations to pesos above consider an exchange rate of 20.83 pesos per dollar as of February 1, 2017.

~~As of December 31, 2017, after significantly~~After concluding in 2018 the allocation of TCL’s fair value to the assets acquired and liabilities assumed, the statement of financial position of TCL at the acquisition date of February 1, 2017 was as follows:


		As of February 1, 2017
Current assets	US$		84
Property, machinery and equipment			331
Intangible assets and othernon-current assets ~~(includes~~(include goodwill of US$~~100)~~106)			~~110~~116

Total assets			~~525~~531

Current liabilities (includes debt of US$47)			122
Non-current liabilities (includes debt of US$97 and deferred tax liabilities of US$19)			~~154~~160

Total liabilities			~~276~~282

Net assets	US$		249
Non-controlling interest net assets			70

Controlling interest net assets	US$		179

In ~~connection with agreements entered into with Holcim~~addition, in August 2018, a subsidiary of CEMEX in the United Kingdom acquired all the shares of theready-mix producer Procon Readymix Ltd (“~~Holcim” currently LafargeHolcim Ltd) on October 31, 2014, CEMEX and Holcim agreed a series of related transactions, executed on January 5, 2015, and with retrospective effects~~Procon”) for an amount in pounds sterling equivalent to US$22, considering the pound sterling to dollar exchange rate as of ~~January 1, 2015, by means of which: a) in the Czech Republic, CEMEX acquired all of Holcim’s assets, including a cement plant, four aggregates quarries and 17ready-mix~~ plants for €115 (US$139 or Ps2,049); b) in Germany, CEMEX sold to Holcim its assets in the western region of the country for €171 (US$207 or Ps3,047); c) in Spain, CEMEX acquired from Holcim one cement plant in the southern part of the country with a production capacity of 850 thousand tons, and one cement mill in the central part of the country with grinding capacity of 900 thousand tons, among other related assets for €88 (US$106 or Ps1,562); and d) CEMEX agreed a final payment in cash to Holcim of €33 (US$40 or Ps594).August 31, 2018. As of ~~January 1, 2015, after concluding~~December 31, 2018, based on the ~~purchase price allocation to~~preliminary valuation of the fair values of the assets acquired and liabilities assumed, nothe net assets of Procon amount to US$10 (Ps196) and goodwill was determined in the amount of US$12 (Ps244).

4.2)	DISCONTINUED OPERATIONS

On September 27, 2018, CEMEX concluded the sale of its construction materials operations in Brazil (the “Brazilian Operations”) through the sale to Votorantim Cimentos N/NE S.A. of all the shares of CEMEX’s

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, ~~2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Business combinations — continued~~

goodwill was determined in respect of the Czech Republic, while in Spain, the fair value of the net assets acquired for €106 (US$129 or Ps1,894) exceeded the purchase price in €19 (US$22 or Ps328). After the reassessment of fair values, this gain was recognized during 2015 in the income statement.

~~The purchase price allocation of these acquisitions as of January 1, 2015 was as follows:~~

   Czech Republic    Spain    Total
Current assets
   Ps 231    59    290
Property, machinery and equipment
   1,419    2,004    3,423
Othernon-current assets
   270    —      270
Intangible assets
   590    2    592






Fair value of assets acquired
   2,510    2,065    4,575






Current liabilities
   117    57    174
Non-current liabilities
   344    114    458






Fair value of liabilities assumed
   461    171    632






Fair value of net assets acquired
   Ps 2,049    1,894    3,943

~~4.2)~~

~~DISCONTINUED OPERATIONS~~

~~As mentioned in note 2.1, considering the resolution by the European Commission that ultimately did not allowDuna-Dráva~~ ~~Cement to purchase the CEMEX’s Croatian Operations and the decision of CEMEX to maintain such operations, as of December 31,~~2018, 2017 and 2016 ~~and for the years ended December 31, 2017, 2016 and 2015, the Croatian Operations are consolidatedline-by-line~~ in the statements of financial position and income statements. The financial statements and footnotes issued in prior periods, in which CEMEX reported the Croatian Operations as “Discontinued Operations” and “Assets held for sale,” have been~~re-presented~~ ~~in order to reverse such presentation.~~

~~As of December 31, 2016, the condensed information of the statement of financial position of the Croatian Operations was as follows:~~


		~~2016~~
~~Current assets~~	Ps		~~573~~
~~Property, machinery and equipment, net~~			~~3,023~~
~~Intangible assets, net and othernon-current~~ ~~assets~~			~~568~~

~~Total assets~~			~~4,164~~

~~Current liabilities~~			~~539~~
~~Non-current~~ ~~liabilities~~			~~112~~

~~Total liabilities~~			~~651~~

~~Net assets~~	Ps		~~3,513~~

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

(Millions of Mexican pesos)

Discontinued operations — continued

~~For~~Brazilian subsidiary Cimento Vencemos Do Amazonas Ltda, consisting of a fluvial cement distribution terminal located in Manaus, Amazonas province, as well as the operation license. The sale price was US$31 (Ps580). CEMEX determined a net gain on sale of US$12 (Ps234), including a withholding tax expense of US$3 and the reclassification of a foreign currency translation loss accrued in equity of US$7 (Ps140). CEMEX’s Brazilian Operations for the period from January 1 to September 27, 2018 and the years 2017 and 2016 ~~and 2015,~~were reclassified to the ~~condensed information of the income statement of the Croatian Operations was as follows:~~single line item “Discontinued Operations.”

      2016 2015
Sales
   Ps    1,853 1,892
Cost of sales and operating expenses
      (1,629 ) (1,665 )
Other products (expenses), net
      (31 ) 13
Financial expenses, net and others
      (24 ) (35 )


Earnings before income tax
      169 205
Income tax
      (29 ) (43 )


Net income
   Ps    140 162

On ~~April 17,~~June 30, 2017, ~~one of CEMEX’s subsidiaries in the United States signed a definitive agreement for~~CEMEX concluded the sale of its Pacific Northwest Materials Business consisting of aggregate, asphalt andready-mix concrete operations in Oregon and Washington to Cadman Materials, Inc., a subsidiary of HeidelbergCement Group, for US$150. ~~On June 30, 2017,~~ CEMEX ~~announced that after approval from regulators, it has completed the sale of these assets. CEMEX realized~~determined a net gain on disposal of these assets of US$22 (Ps399), which included a proportional allocation of goodwill of US$73 ~~(Ps64)~~(Ps1,324). Considering the disposal of its Pacific Northwest Materials Business, the operations of that business for thesix-month period ending June 30, 2017 and for the ~~full years ended December 31,~~year 2016 ~~and 2015, included in CEMEX’s income statements~~ were reclassified to the single line item “Discontinued Operations.”

On ~~November 28, 2016, one~~January 31, 2017, CEMEX concluded the sale of ~~CEMEX’s subsidiaries in the United States signed a definitive agreement to divest~~ its Concrete Reinforced Pipe Manufacturing Business (“Concrete Pipe Business”) in the United States to Quikrete Holdings, Inc. ~~(“Quikrete”)~~ for US$500 plus an additional US$40 contingent consideration based on future performance. ~~On January 31, 2017,~~ CEMEX ~~closed the sale to Quikrete according to the agreed upon price conditions,~~ determined a net gain on disposal of these assets for US$148 (Ps3,083), ~~including~~which included a proportional allocation of goodwill of US$260 (Ps5,369) ~~of goodwill associated to the reporting segment in the United States that was proportionally allocated to these net assets based on their relative fair values.~~. Considering the disposal of the entire Concrete Pipe Business, its operations for theone-month period ending January 31, 2017 and ~~full years ended December 31,~~the year 2016 ~~and 2015, included in CEMEX’s income statements~~ were reclassified to the single line item “Discontinued Operations.”

On May 26, 2016, CEMEX closed the sale of its operations in Bangladesh and Thailand to Siam City Cement Public Company Ltd. for US$70 (Ps1,450). CEMEX determined a gain on sale of US$24 (Ps424) net of the reclassification of foreign currency translation gains accrued in equity of US$7 (Ps122). The operations in Bangladesh and Thailand for the period from January 1 to May 26, 2016, ~~and the year 2015,~~ included in CEMEX’s income statements, were reclassified to the single line item “Discontinued operations” and include in 2016, a gain on sale of US$24 (Ps424), net of the reclassification of foreign currency translation gains associated with these operations accrued in equity until disposal for US$7 (Ps122).

With effective date October 31, 2015, after all agreed upon conditions precedent were satisfied, CEMEX completed the process for the sale of its operations in Austria and Hungary that started on August 12, 2015 to the Rohrdorfer Group for €165 (US$179 or Ps3,090), after final adjustments negotiated for changes in cash and working capital balances as of the transfer date. The combined operations in Austria and Hungary consisted of 29 aggregate quarries and 68~~ready-mix~~ ~~plants. The operations in Austria and Hungary for theten-month~~ ~~period~~

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Discontinued operations — continued~~

~~ended October 31, 2015 and the year ended December 31, 2014, included in CEMEX’s statements of operations, were reclassified to the single line item “Discontinued operations,~~Operations.” ~~which includes, in 2015, a gain on sale of US$45 (Ps741), net of the reclassification of foreign currency translation gains accrued in equity until October 31, 2015 for an amount of US$10 (Ps215).~~

The following table presents condensed combined information of the statement of operations of CEMEX’s discontinued operations in Brazil for the period from January 1 to September 27, 2018 and for the years 2017 and 2016, in the Pacific Northwest Materials Business in the United States for thesix-months period ended June 30, 2017 and for the ~~years 2016 and 2015;~~year 2016; the Concrete Pipe Business operations in the United States for theone-month period ended January 31, 2017 and for the ~~years~~year 2016, and ~~2015,~~ the operations in Bangladesh and Thailand for the period from January 1 to May 26, ~~2016 and for the year 2015, and the operations in Austria and Hungary for theten-month~~ ~~period ended October 31, 2015:~~2016:


		2017			2016			2015				2018			2017			2016
Sales	Ps		1,549			8,979			11,888		Ps		503			2,235			9,445
Cost of sales and operating expenses			(1,531	)		(8,440	)		(11,665	)			(495	)		(2,257	)		(8,983	)
Other products (expenses), net			14			(2	)		23				(1	)		14			(3	)
Financial expenses, net and others			(3	)		(57	)		49				(5	)		—			(32	)

Earnings before income tax			29			480			295				2			(8	)		427
Income tax			—			(101	)		6				(6	)		(1	)		(102	)

Net income			29			379			301
Net income ofnon-controlling interest			—			—			(15	)
Result of discontinued operations													(4	)		(9	)		325
Disposal result, withholding taxes and reclassification of currency translation effects													216			3,470			388

Net income of controlling interest	Ps		29			379			286
Net result of discontinued operations											Ps		212			3,461			713

~~Selected~~

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Discontinued operations — continued

As of December 31, 2017, the condensed ~~combined financial~~ information of the statement of financial position ~~at this date~~ of ~~such operations~~the Brazilian Operations was as follows:


		~~2016~~2017
Current assets	Ps		~~1,146~~148
Property, machinery and equipment, ~~net~~			~~4,188~~
~~Intangible assets,~~ net and othernon-current assets			~~6,835~~140

Total assets			~~12,169~~288

Current liabilities			~~(99~~66	)
Non-current liabilities			~~(336~~—	)

Total liabilities			~~(435~~66	)

Net assets	Ps		~~11,734~~222

4.3)	OTHER DISPOSAL GROUPS

As of December 31, 2018, CEMEX is in negotiations for the sale of itsready-mix and aggregates business in the central region of France. The transaction is subject to several customary authorizations and CEMEX expects to conclude this sale in the short-term. The assets and liabilities of this business are presented as assets held for sale and liabilities directly related in the statement of financial position as of December 31, 2018, including a proportional allocation of goodwill related to this reporting segment of US$22 (Ps439).

On November 18, 2016, a subsidiary of CEMEX in the United States closed the sale to an affiliate of Grupo Cementos de Chihuahua, S.A.B. de C.V. (“GCC”) of certain assets consisting inof CEMEX’s cement plant in Odessa, Texas, two cement terminals and the building materials business in El Paso, Texas and Las Cruces, New Mexico, for an amount of US$306 (Ps6,340). The Odessa plant had an annual production capacity of

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Other disposal groups — continued~~

approximately 537 thousand metric tons (unaudited). The transfer of control was effective on November 18, 2016. As a result of the sale of these assets, CEMEX recognized in 2016 a gain of US$104 (Ps2,159) as part of “Other expenses, net” in the income statement of 2016, net of an expense for the proportionalwrite-off of goodwill associated to CEMEX’s reporting segment in the United States based on their relative fair values for US$161 (Ps3,340) and the reclassification of proportional foreign currency translation gains associated with these net assets accrued in equity until disposal for US$65 (Ps1,347).

On September 12, 2016, CEMEX announced that one of its subsidiaries in the United States signed a definitive agreement for the sale of its Fairborn, Ohio cement plant and cement terminal in Columbus, Ohio to Eagle Materials Inc. (“Eagle Materials”) for US$400 (Ps8,288). Fairborn plant had an annual production capacity of approximately 730 thousand metric tons (unaudited). On February 10, 2017, CEMEX ~~announced that such subsidiary in the United States~~ closed the divestment of these assets, and recognized in 2017 a gain on disposal for US$188 (Ps3,694) as part of “Other expenses, ~~net“~~net” in the income statement, net of an expense for the proportionalwrite-off of goodwill associated to CEMEX’s reporting segment in the United States based on their relative fair values for US$211 (Ps4,365).

The operations of the net assets in the central region of France and those sold to GCC and Eagle Materials, mentioned above, did not represent discontinued operations and were consolidated by CEMEXline-by-line in the income statements for ~~all~~ the ~~reported periods.~~year 2018, 2017 and 2016, until their disposal. In arriving toat this conclusion, CEMEX evaluated: a) the Company’s ongoing operations in France and cement operations onof its CGUs in Texas and the ~~East coast;~~

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Other disposal groups — continued

Mid-West; and b) the relative size of the net assets sold and held for sale in respect to the Company’s remaining overall ongoing ~~cement~~ operations in France and the United States. Moreover, as a reasonability check, CEMEX measured the materiality of such net assets ~~using~~as a ~~threshold of 5%~~percentage of consolidated net sales, operating earnings before other expenses, net, net income and total assets. ~~In no case the 5% threshold~~The percentage was ~~reached.~~not material in any case.

For the ~~years~~year 2018, 2017 ~~2016~~ and ~~2015,~~2016, selected combined income statement ~~of operations~~ information of the net assets in the central region of France and those sold to GCC ~~on November 18, 2016~~ and ~~those to~~ Eagle Materials, until their disposal, was as follows:


		2017			2016			2015				2018			2017			2016
Net sales	Ps		86			3,322			3,538		Ps		1,169			1,194			4,544
Operating costs and expenses			(71	)		(2,800	)		(2,795	)			(1,205	)		(1,201	)		(4,064	)

Operating earnings before other expenses, net	Ps		15			522			743
Operating earnings (losses) before other expenses, net											Ps		(36	)		(7	)		480

OnAs of December ~~2, 2016,~~31, 2018, the condensed balance sheet of the net assets expected to be sold in the central region of France was as follows:


		2018
Current assets	Ps		189
Non-current assets			763

Total assets of the disposal group			952
Current liabilities			211
Non-current liabilities			103

Total liabilities directly related to disposal group			314

Total net assets of disposal group	Ps		638

In addition, on April 28, 2017, CEMEX ~~agreed~~concluded the sale of its assets and activities related to theready-mix concrete pumping business in Mexico to Cementos Españoles de Bombeo, S. de R.L., subsidiary in Mexico of Pumping Team S.L.L. (“Pumping Team”), specialist in the supply ofready-mix concrete pumping services based in Spain, for an aggregate price of Ps1,649, which ~~includes~~included the sale of fixed assets ~~upon closing of the transaction~~ for Ps309, plus administrative and client and market development services, as well as the lease of facilities in Mexico that CEMEX will supply to Pumping Team over a period of ten years with the possibility to extend for three additional years, for an aggregate initial amount of Ps1,340, ~~plus~~which are recognized each period as services are rendered. There is the possibility of a contingent revenue subject to results for up to Ps557 linked to annual metrics beginning in the first year and up to the fifth year of the agreement. OnFor the first year of operation under the agreements from May 2017 to April ~~28, 2017, after receiving the approval by the Mexican authorities,~~2018, CEMEX ~~concluded the sale.~~

~~In addition, as part~~received Ps25 of ~~related transactions agreed with Holcim Ltd. (note 4.1), effective as of January 1, 2015, CEMEX sold to Holcim its assets in the western region of Germany, consisting of one cement plant, two cement~~

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Other disposal groups — continued~~

~~grinding mills, one slag granulator, 22 aggregates quarries and 79ready-mix~~ ~~plants for €171 (US$207 or Ps3,047), while CEMEX maintained its operations in the northern, eastern and southern regions of the country.~~this contingent revenue.

4.4)	SELECTED FINANCIAL INFORMATION BY ~~GEOGRAPHIC OPERATING~~REPORTABLE SEGMENT AND LINE OF BUSINESS

~~Geographic operating~~Reportable segments represent the components of CEMEX that engage in business activities from which CEMEX may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s top management to make decisions about resources to be allocated to the segments and assess their performance, and for which discrete financial information is available. CEMEX operates geographically and by business on a

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Selected financial information by reportable segment and line of business — continued

regional basis. ~~Effective January 1, 2016, according to an announcement made by CEMEX’s Chief Executive Officer (“CEO”),~~For the reported periods, the Company’s operations were ~~reorganized into~~organized in five geographical regions, each under the supervision of a regional president, as follows: 1) Mexico, 2) United States, 3) Europe, 4) South, Central America and the Caribbean (“SCA&C”), and 5) Asia, Middle East and ~~Africa. Each regional president supervises and is responsible for all~~Africa (“AMEA”). The accounting policies applied to determine the ~~business activities in the countries comprising the region. These activities refer to the production, distribution, marketing and sale of cement,ready-mix~~ concrete, aggregates and other construction materials, the allocation of resources and the review of their performance and operating results. All regional presidents report directly to CEMEX’s CEO. The country manager, who is one level below the regional president in the organizational structure, reports the performance and operating results of its country to the regional president, including all the operating sectors. CEMEX’s top management internally evaluates the results and performance of each country and region for decision-making purposes and allocation of resources, following a vertical integration approach considering: a) that the operating components that comprise the reported segment have similar economic characteristics; b) that the reported segments are used by CEMEX to organize and evaluate its activities in its internal information system; c) the homogeneous nature of the items produced and traded in each operative component, which are all used by the construction industry; d) the vertical integration in the value chain of the products comprising each component; e) the type of clients, which are substantially similar in all components; f) the operative integration among components; and g) that the compensation system for employees of a specific country is based on the consolidated results of the geographic segment and not on the particular results of the components. Consequently, in CEMEX’s daily operations, management allocates economic resources and evaluates operating results on a country basis rather than on an operating component basis.

~~The~~ financial information by ~~geographic operating~~reportable segment ~~issued~~are consistent with those described in the financial statements of prior years was restated in order to give effect to: a) the reversal from discontinued operations related to CEMEX’s Croatian Operations for the years 2016 and 2015 (note 4.1); and b) the new geographical operating organization described above for the year 2015. Until December 31, 2015, CEMEX’s operations were organized into six geographical regions: 1) Mexico, 2) United States, 3) Northern Europe, 4) Mediterranean, 5) South, Central America and the Caribbean, and 6) Asia. Under the current operating organization, the geographical operating segments under the former Mediterranean region were incorporated into the current Europe region or the Asia, Middle East and Africa region, as corresponded.note 2.

Considering the financial information that is regularly reviewed by CEMEX’s top management, each geographic region and the countries that comprise such regions represent reportable operating segments. However, for disclosure purposes in these notes, considering similar regional and economic characteristics and/or ~~the fact that~~materiality, certain ~~countries do not exceed certain materiality thresholds to be reported separately, such~~ countries have been aggregated and presented as single line items as follows: a) “Rest of Europe” isrefers mainly ~~comprised~~to CEMEX’s operations and activities in Croatia, Latvia, Scandinavia and Finland; b) “Rest of South, Central America and the Caribbean” refers mainly to CEMEX’s operations and activities in Puerto Rico, Nicaragua, Jamaica, the Caribbean, Guatemala and El Salvador, excluding the acquired operations of TCL; c) “Caribbean TCL” refers to TCL’s operations mainly in Trinidad and Tobago, Jamaica, Guyana and Barbados; and d) “Rest of Asia, Middle East and Africa” refers mainly to CEMEX’s operations in the United Arab Emirates. The segment “Others” refers to: 1) cement trade maritime operations, 2) Neoris N.V., CEMEX’s subsidiary involved in the business of information technology solutions, 3) the Parent Company, other corporate entities and finance subsidiaries, and 4) other minor subsidiaries with different lines of business.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by ~~geographic operating~~reportable segment and line of business — continued

~~operations~~Selected information of the consolidated income statements by reportable segment for the years 2018, 2017 and 2016, excluding the share of profits of equity accounted investees by reportable segment that is included in the ~~Czech Republic, Poland, Croatia and Latvia,~~note 13.1, was as well as trading activities in Scandinavia and Finland; b) “Rest of South, Central America and the Caribbean” is mainly comprised of CEMEX’s operations in Puerto Rico, the Dominican Republic, Nicaragua, Jamaica and other countries in the Caribbean, excluding TCL, Guatemala, and small~~ready-mix~~ concrete operations in Argentina; and c) “Rest of Asia, Middle East and Africa” is mainly comprised of CEMEX’s operations in the United Arab Emirates, Israel and Malaysia. The segment “Others” refers to: 1) cement trade maritime operations, 2) Neoris N.V., CEMEX’s subsidiary involved in the development of information technology solutions, 3) the Parent Company and other corporate entities, and 4) other minor subsidiaries with different lines of business. For the year 2017, for purposes of the geographic operating segments presented in the following tables of this note, CEMEX’s operations acquired in the Caribbean, mainly in Trinidad and Tobago, Jamaica and Barbados as part of the purchase of TCL, are reported in the line item named “Caribbean TCL.”follows:

Considering that is an indicator of CEMEX’s ability to internally fund capital expenditures, as well as a widely accepted financial indicator to measure CEMEX’s ability to service or incur debt (note 16), one relevant indicator used by CEMEX’s management to evaluate the performance of each country is “Operating EBITDA” (operating earnings before other expenses, net, plus depreciation and amortization). This is not an indicator of CEMEX’s financial performance, an alternative to cash flows, a measure of liquidity or comparable to other similarly titled measures of other companies. This indicator, which is presented in the selected financial information by geographic operating segment, is consistent with the information used by CEMEX’s management for decision-making purposes. The accounting policies applied to determine the financial information by geographic operating segment are consistent with those described in note 2.


2018		Revenues (including intragroup transactions)		Less: Intragroup transactions			Revenues		Operating EBITDA			Less: Depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
Mexico	Ps		63,543		(1,759	)		61,784		22,204			2,198		20,006			(626	)		(469	)		(29	)
United States			72,345		—			72,345		12,069			5,917		6,152			(362	)		(571	)		(217	)
Europe
United Kingdom			20,431		—			20,431		2,071			1,064		1,007			133			(67	)		(406	)
France			18,308		—			18,308		1,272			577		695			(959	)		(62	)		(3	)
Germany			10,836		(1,450	)		9,386		748			531		217			(152	)		(14	)		(79	)
Spain			7,627		(898	)		6,729		220			662		(442	)		(303	)		(43	)		58
Poland			6,989		(80	)		6,909		783			390		393			8			(4	)		7
Czech Republic			3,796		(31	)		3,765		867			300		567			16			(2	)		(36	)
Rest of Europe			6,365		(869	)		5,496		747			375		372			(447	)		(10	)		(10	)
SCA&C
Colombia¹			10,088		—			10,088		1,845			533		1,312			(251	)		(132	)		(483	)
Panama¹			4,490		(226	)		4,264		1,234			313		921			(52	)		(4	)		3
Costa Rica¹			2,674		(274	)		2,400		873			91		782			(5	)		(2	)		148
Caribbean TCL³			4,893		(99	)		4,794		1,080			375		705			(316	)		(48	)		(28	)
Dominican Republic			4,218		(310	)		3,908		1,153			180		973			(17	)		(7	)		(64	)
Rest of SCA&C¹			7,781		(393	)		7,388		1,427			170		1,257			(128	)		(15	)		70
AMEA
Philippines²			8,612		—			8,612		1,183			523		660			54			(20	)		(50	)
Egypt			4,586		—			4,586		529			303		226			(176	)		(29	)		(70	)
Israel			12,128		—			12,128		1,548			292		1,256			8			(36	)		(8	)
Rest of AMEA			2,263		—			2,263		352			88		264			(4	)		(3	)		(5	)
Others			24,667		(13,396	)		11,271		(2,939	)		1,188		(4,127	)		(2,258	)		(11,059	)		1,298

Continuing operations			296,640		(19,785	)		276,855		49,266			16,070		33,196			(5,837	)		(12,597	)		96
Discontinued operations			503		—			503		11			3		8			(1	)		—			(5	)

Total	Ps		297,143		(19,785	)		277,358		49,277			16,073		33,204			(5,838	)		(12,597	)		91

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by ~~geographic operating~~reportable segment and line of business — continued

~~Selected information of the consolidated statements of operations by geographic operating segment for the years ended December 31, 2017, 2016 and 2015 was as follows:~~


2017		Net sales (including related parties)		Less: Related parties			Net sales		Operating EBITDA			Less: depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net				Revenues (including intragroup transactions)		Less: Intragroup transactions			Revenues		Operating EBITDA			Less: Depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
Mexico	Ps		58,442		(1,075	)		57,367		21,215			2,246		18,969			(687	)		(409	)		(534	)	Ps		58,442		(1,075	)		57,367		21,215			2,246		18,969			(687	)		(409	)		(534	)
United States			65,536		—			65,536		10,652			6,200		4,452			3,202			(631	)		(177	)			65,536		—			65,536		10,652			6,200		4,452			3,202			(631	)		(177	)
Europe
United Kingdom			20,179		—			20,179		2,763			997		1,766			450			(77	)		(397	)			20,179		—			20,179		2,763			997		1,766			450			(77	)		(397	)
France			16,162		—			16,162		855			549		306			(129	)		(61	)		18				16,162		—			16,162		855			549		306			(129	)		(61	)		18
Germany			10,056		(1,339	)		8,717		743			509		234			(11	)		(14	)		(63	)			10,056		(1,339	)		8,717		743			509		234			(11	)		(14	)		(63	)
Spain			6,870		(990	)		5,880		344			638		(294	)		(711	)		(34	)		12				6,870		(990	)		5,880		344			638		(294	)		(711	)		(34	)		12
Poland			5,552		(74	)		5,478		647			361		286			(140	)		(30	)		(8	)			5,552		(74	)		5,478		647			361		286			(140	)		(30	)		(8	)
Czech Republic																												3,450		(33	)		3,417		815			333		482			37			44			53
Rest of Europe			9,439		(864	)		8,575		1,463			688		775			(131	)		(24	)		71				5,989		(831	)		5,158		648			355		293			(168	)		(68	)		18
South, Central America and the Caribbean (“SAC”)
SCA&C
Colombia¹			10,685		—			10,685		2,166			507		1,659			(642	)		(129	)		(36	)			10,685		—			10,685		2,166			507		1,659			(642	)		(129	)		(36	)
Panama¹			5,112		(98	)		5,014		2,007			319		1,688			(20	)		(5	)		7				5,112		(98	)		5,014		2,007			319		1,688			(20	)		(5	)		7
Costa Rica¹			2,805		(379	)		2,426		1,000			99		901			—			(5	)		29				2,805		(379	)		2,426		1,000			99		901			—			(5	)		29
Caribbean TCL³			4,332		(49	)		4,283		1,059			610		449			(139	)		(215	)		(25	)			4,332		(49	)		4,283		1,059			610		449			(139	)		(215	)		(25	)
Rest of SAC¹			11,716		(872	)		10,844		2,602			449		2,153			(1,069	)		(23	)		(12	)
Asia, Middle East and Africa (“AMEA”)
Dominican Republic																												3,913		(339	)		3,574		1,073			191		882			(23	)		(10	)		(5	)
Rest of SCA&C¹																												7,803		(533	)		7,270		1,529			258		1,271			(1,046	)		(13	)		(7	)
AMEA
Philippines²			8,296		—			8,296		1,394			528		866			89			(3	)		(24	)			8,296		—			8,296		1,394			528		866			89			(3	)		(24	)
Egypt			3,862		—			3,862		594			299		295			(210	)		(60	)		574				3,862		—			3,862		594			299		295			(210	)		(60	)		574
Israel																												11,377		—			11,377		1,469			287		1,182			(15	)		3			21
Rest of AMEA			13,516		—			13,516		1,855			363		1,492			(174	)		(28	)		12				2,139		—			2,139		386			76		310			(159	)		(31	)		(9	)
Others			22,514		(11,203	)		11,311		(2,796	)		630		(3,426	)		(3,493	)		(17,553	)		4,169				21,820		(11,203	)		10,617		(2,759	)		626		(3,385	)		(3,493	)		(17,553	)		4,169

Continuing operations			275,074		(16,943	)		258,131		48,563			15,992		32,571			(3,815	)		(19,301	)		3,616				274,380		(16,943	)		257,437		48,600			15,988		32,612			(3,815	)		(19,301	)		3,616
Discontinued operations			1,550		(1	)		1,549		75			57		18			14			(3	)		—				2,235		—			2,235		39			61		(22	)		14			—			—

Total	Ps		276,624		(16,944	)		259,680		48,638			16,049		32,589			(3,801	)		(19,304	)		3,616			Ps	276,615		(16,943	)		259,672		48,639			16,049		32,590			(3,801	)		(19,301	)		3,616

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by ~~geographic operating~~reportable segment and line of business — continued

2016
Net sales
(including
related
parties) Less:
Related
parties Net sales Operating
EBITDA Less:
depreciation
and
amortization Operating
earnings
before other
expenses, net Other
expenses,
net Financial
expense Other
financing
items, net
Mexico
Ps 53,579 (848 ) 52,731 19,256 2,390 16,866 (608 ) (339 ) 2,695
United States
66,554 —   66,554 10,973 6,400 4,573 2,919 (487 ) (212 )
Europe

United Kingdom
21,153 —   21,153 3,606 1,047 2,559 711 (63 ) (393 )
France
14,535 —   14,535 669 484 185 (110 ) (53 ) 2
Germany
9,572 (1,385 ) 8,187 553 464 89 (64 ) (15 ) (85 )
Spain
6,563 (841 ) 5,722 814 663 151 (112 ) (37 ) (9 )
Poland
4,799 (88 ) 4,711 579 330 249 6 (11 ) 123
Rest of Europe
7,935 (541 ) 7,394 1,141 660 481 (103 ) (33 ) 77
South, Central America and the Caribbean (“SAC”)

Colombia¹
12,415 (1 ) 12,414 3,975 489 3,486 (575 ) 46 38
Panama¹
4,906 (124 ) 4,782 2,170 340 1,830 (7 ) (27 ) 5
Costa Rica¹
2,818 (351 ) 2,467 1,127 116 1,011 (23 ) (11 ) 27
Rest of SAC¹
11,378 (778 ) 10,600 2,875 437 2,438 (1,226 ) (28 ) (182 )
Asia, Middle East and Africa (“AMEA”)

Philippines²
9,655 —   9,655 2,687 530 2,157 21 (1 ) (24 )
Egypt
6,950 (5 ) 6,945 2,454 539 1,915 (213 ) (78 ) (253 )
Rest of AMEA
11,858 (12 ) 11,846 1,617 299 1,318 (112 ) (27 ) 27
Others
18,846 (8,597 ) 10,249 (2,962 ) 803 (3,765 ) (2,174 ) (20,323 ) 2,653

Continuing operations
263,516 (13,571 ) 249,945 51,534 15,991 35,543 (1,670 ) (21,487 ) 4,489
Discontinued operations
9,186 (207 ) 8,979 1,232 693 539 (2 ) (10 ) (47 )

Total
Ps 272,702 (13,778 ) 258,924 52,766 16,684 36,082 (1,672 ) (21,497 ) 4,442

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Selected financial information by geographic operating segment — continued~~


2015		Net sales (including related parties)		Less: Related parties			Net sales		Operating EBITDA			Less: depreciation and amortization		Operating Earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
2016																											Revenues (including intragroup transactions)		Less: Intragroup transactions			Revenues		Operating EBITDA			Less: Depreciation and amortization		Operating earnings before other expenses, net			Other expenses, net			Financial expense			Other financing items, net
Mexico	Ps		50,260		(5,648	)		44,612		15,362			2,399		12,963			(684	)		(210	)		915			Ps	53,579		(848	)		52,731		19,256			2,390		16,866			(608	)		(339	)		2,695
United States			56,846		(18	)		56,828		7,985			5,629		2,356			234			(437	)		(144	)			66,554		—			66,554		10,973			6,400		4,573			2,919			(487	)		(212	)
Europe
United Kingdom			20,227		—			20,227		2,705			1,004		1,701			(147	)		(95	)		(299	)			21,153		—			21,153		3,606			1,047		2,559			711			(63	)		(393	)
France			12,064		—			12,064		670			438		232			(8	)		(48	)		(10	)			14,535		—			14,535		669			484		185			(110	)		(53	)		2
Germany			8,285		(1,276	)		7,009		542			389		153			49			(14	)		(61	)			9,572		(1,385	)		8,187		553			464		89			(64	)		(15	)		(85	)
Spain			6,151		(755	)		5,396		1,031			604		427			(735	)		(72	)		(2	)			6,563		(841	)		5,722		814			663		151			(112	)		(37	)		(9	)
Poland			4,445		(108	)		4,337		598			295		303			18			(54	)		33				4,799		(88	)		4,711		579			330		249			6			(11	)		123
Czech Republic																												3,027		(30	)		2,997		622			328		294			(117	)		(4	)		2
Rest of Europe			7,457		(660	)		6,797		1,110			739		371			(187	)		(23	)		(122	)			4,908		(511	)		4,397		519			332		187			14			(29	)		75
South, Central America and the Caribbean (“SAC”)
SCA&C
Colombia¹			11,562		(2	)		11,560		4,041			500		3,541			(88	)		(50	)		(570	)			12,415		(1	)		12,414		3,975			489		3,486			(575	)		46			38
Panama¹			4,599		(68	)		4,531		1,869			298		1,571			(180	)		(13	)		2				4,906		(124	)		4,782		2,170			340		1,830			(7	)		(27	)		5
Costa Rica¹			2,658		(229	)		2,429		1,096			102		994			(2	)		(9	)		2				2,818		(351	)		2,467		1,127			116		1,011			(23	)		(11	)		27
Rest of SAC¹			12,177		(1,988	)		10,189		2,295			445		1,850			(87	)		(22	)		(119	)
Asia, Middle East and Africa (“AMEA”)
Dominican Republic																												4,223		(525	)		3,698		1,210			199		1,011			(67	)		(6	)		34
Rest of SCA&C¹																												7,155		(253	)		6,902		1,665			238		1,427			(1,159	)		(22	)		(216	)
AMEA
Philippines²			8,436		(4	)		8,432		2,206			447		1,759			(12	)		(20	)		19				9,655		—			9,655		2,687			530		2,157			21			(1	)		(24	)
Egypt			6,923		(5	)		6,918		1,777			536		1,241			(254	)		(115	)		114				6,950		(5	)		6,945		2,454			539		1,915			(213	)		(78	)		(253	)
Israel																												9,650		—			9,650		1,346			232		1,114			5			(24	)		6
Rest of AMEA			9,929		—			9,929		1,250			244		1,006			(53	)		(23	)		(1	)			2,208		(12	)		2,196		271			67		204			(117	)		(3	)		21
Others			16,793		(8,752	)		8,041		(3,003	)		589		(3,592	)		(896	)		(18,579	)		(1,090	)			18,381		(8,600	)		9,781		(2,891	)		799		(3,690	)		(2,174	)		(20,323	)		2,631

Continuing operations			238,812		(19,513	)		219,299		41,534			14,658		26,876			(3,032	)		(19,784	)		(1,333	)			263,051		(13,574	)		249,477		51,605			15,987		35,618			(1,670	)		(21,487	)		4,467
Discontinued operations			11,944		(56	)		11,888		1,201			978		223			23			(17	)		66				9,652		(207	)		9,445		1,159			697		462			(3	)		(10	)		(22	)

Total	Ps		250,756		(19,569	)		231,187		42,735			15,636		27,099			(3,009	)		(19,801	)		(1,267	)	Ps		272,703		(13,781	)		258,922		52,764			16,684		36,080			(1,673	)		(21,497	)		4,445

CEMEX Latam Holdings, S.A. (“CLH”), ~~entity~~a company incorporated in Spain, trades its ordinary shares inon the Colombian Stock Exchange. CLH is the indirect holding company of CEMEX’s operations in Colombia, Panama, Costa Rica, Guatemala, Nicaragua and El ~~Salvador and Brazil.~~Salvador. At year end ~~2017~~2018 and ~~2016,~~2017, there is anon-controlling interest in CLH of approximately 26.75% and 26.72%, respectively, of its ordinary shares, excluding shares held in CLH’s treasury (note 20.4).

CEMEX’s operations in the Philippines are mainly conducted through CEMEX Holdings Philippines, Inc. (“CHP”), ~~subsidiary incorporated in the Philippines which since July 2016 trades its ordinary~~a Philippine company whose shares intrade on the Philippines Stock ~~Exchange under the symbol CHP.~~Exchange. As of December 31, ~~2017~~2018 and ~~2016,~~2017, there is anon-controlling interest in CHP of 45.0% of its ordinary shares (note 20.4).

As mentioned in note 4.1, in February 2017, CEMEX’s acquired a controlling interest in TCL, ~~which main operations are located in~~whose shares trade on the Trinidad and Tobago ~~(“T&T”), Jamaica and Barbados. TCL shares trade in the T&T stock exchange.~~Stock Exchange. As of December 31, 2018 and 2017, there is anon-controlling interest in TCL of approximately 30.2% of its ordinary shares in both years (note 20.4).

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by ~~geographic operating~~reportable segment and line of business — continued

~~The information of share of profits of equity accounted investees~~Debt by ~~geographic operating~~reportable segment ~~for the years ended December 31, 2017, 2016 and 2015~~ is included in ~~the~~ note ~~13.1.~~

16. As of December 31, ~~2017~~2018 and ~~2016,~~2017, selected statement of financial position information by ~~geographic~~reportable segment was as follows:


2017		Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets¹
2018																Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets¹
Mexico	Ps		241		71,280		71,521		23,574		47,947			2,133	Ps		—		68,449		68,449		17,906		50,543			2,285
United States			1,573		266,769		268,342		32,366		235,976			3,498			2,485		267,011		269,496		33,756		235,740			4,611
Europe
United Kingdom			107		34,774		34,881		24,160		10,721			1,010			118		32,248		32,366		19,220		13,146			908
France			1,055		18,481		19,536		7,360		12,176			372			927		16,316		17,243		7,111		10,132			441
Germany			85		9,010		9,095		6,848		2,247			441			85		8,350		8,435		6,546		1,889			314
Spain			—		25,731		25,731		3,543		22,188			553			6		25,134		25,140		2,957		22,183			499
Poland			9		5,477		5,486		3,086		2,400			230			8		5,523		5,531		2,605		2,926			564
Czech Republic																	157		4,195		4,352		1,224		3,128			169
Rest of Europe			158		16,123		16,281		3,627		12,654			321			—		11,299		11,299		2,250		9,049			226
South, Central America and the Caribbean
Colombia			—		24,406		24,406		11,307		13,099			1,178			—		24,514		24,514		8,721		15,793			428
Panama			—		7,232		7,232		1,029		6,203			152			—		7,156		7,156		1,187		5,969			231
Costa Rica			—		1,869		1,869		646		1,223			42			—		1,640		1,640		580		1,060			61
Caribbean TCL			—		11,004		11,004		4,917		6,087			584			—		11,230		11,230		4,954		6,276			535
Dominican Republic																	—		4,010		4,010		1,182		2,828			150
Rest of South, Central America and the Caribbean			31		11,298		11,329		4,366		6,963			357			29		6,430		6,459		2,621		3,838			183
Asia, Middle East and Africa
Philippines			6		11,548		11,554		2,617		8,937			518			6		12,235		12,241		2,929		9,312			544
Egypt			1		4,602		4,603		1,776		2,827			418			1		4,795		4,796		1,906		2,890			176
Israel																	—		9,592		9,592		6,712		2,880			412
Rest of Asia, Middle East and Africa			—		13,671		13,671		8,027		5,644			449			—		3,991		3,991		1,451		2,540			103
Others			5,306		24,356		29,662		217,914		(188,252	)		163			5,670		16,918		22,588		206,963		(184,375	)		129

Continuing operations			8,572		557,631		566,203		357,163		209,040			12,419			9,492		541,036		550,528		332,781		217,747			12,969
Assets held for sale and related liabilities (note 12.1)			—		1,378		1,378		—		1,378			—			29		2,071		2,100		314		1,786			—

Total	Ps		8,572		559,009		567,581		357,163		210,418			12,419	Ps		9,521		543,107		552,628		333,095		219,533			12,969

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by ~~geographic operating~~reportable segment and line of business — continued


2016		Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets¹
2017																Equity accounted investees		Other segment assets		Total assets		Total liabilities		Net assets by segment			Additions to fixed assets¹
Mexico	Ps		490		70,012		70,502		20,752		49,750			1,651	Ps		241		71,280		71,521		23,574		47,947			2,133
United States			1,587		287,492		289,079		30,118		258,961			3,760			1,573		266,769		268,342		32,366		235,976			3,498
Europe
United Kingdom			104		32,469		32,573		22,914		9,659			599			107		34,774		34,881		24,160		10,721			1,010
France			909		16,855		17,764		6,829		10,935			379			1,055		18,481		19,536		7,360		12,176			372
Germany			74		8,396		8,470		6,694		1,776			507			85		9,010		9,095		6,848		2,247			441
Spain			13		27,251		27,264		3,206		24,058			490			—		25,731		25,731		3,543		22,188			553
Poland			10		5,036		5,046		2,072		2,974			181			9		5,477		5,486		3,086		2,400			230
Czech Republic																	149		4,867		5,016		1,338		3,678			157
Rest of Europe			270		15,345		15,615		3,221		12,394			258			9		11,256		11,265		2,289		8,976			164
South, Central America and the Caribbean
Colombia			—		26,532		26,532		11,548		14,984			3,633			—		24,406		24,406		11,307		13,099			1,178
Panama			—		7,958		7,958		1,144		6,814			126			—		7,232		7,232		1,029		6,203			152
Costa Rica			—		1,928		1,928		691		1,237			73			—		1,869		1,869		646		1,223			42
Caribbean TCL																	—		11,004		11,004		4,917		6,087			584
Dominican Republic																			4,362		4,362		1,132		3,230			172
Rest of South, Central America and the Caribbean			28		12,517		12,545		4,133		8,412			441			31		6,936		6,967		3,234		3,733			185
Asia, Middle East and Africa
Philippines			6		12,308		12,314		2,696		9,618			341			6		11,548		11,554		2,617		8,937			518
Egypt			1		5,512		5,513		2,907		2,606			381			1		4,602		4,603		1,776		2,827			418
Israel																	—		9,760		9,760		6,838		2,922			391
Rest of Asia, Middle East and Africa			—		12,347		12,347		6,994		5,353			394			—		3,911		3,911		1,189		2,722			58
Others			6,996		26,253		33,249		276,269		(243,020	)		65			5,306		24,466		29,772		218,023		(188,251	)		163

Continuing operations			10,488		568,211		578,699		402,188		176,511			13,279			8,572		557,741		566,313		357,272		209,041			12,419
Assets held for sale and related liabilities (note 12.1)			—		21,029		21,029		815		20,214			—			—		1,378		1,378		—		1,378			—

Total	Ps		10,488		589,240		599,728		403,003		196,725			13,279	Ps		8,572		559,119		567,691		357,272		210,419			12,419

1	In ~~2017~~2018 and ~~2016,~~2017, the column “Additions to fixed assets” includes capital expenditures of ~~Ps9,514~~Ps12,141 and ~~Ps12,676,~~Ps9,514, respectively (note 14).

Total consolidated liabilities as of December 31, 2017 and 2016 included debt of Ps193,995 and Ps236,238, respectively. Of such balances, as of December 31, 2017 and 2016, approximately 80% and 73% was in the Parent Company, less than 1% and 1% was in Spain, 15% and 25% was in finance subsidiaries in the Netherlands, Luxembourg and the United States, and 4% and 2% was in other countries, respectively. The Parent Company and the finance subsidiaries mentioned above are included within the segment “Others.”

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Selected financial information by geographic operating segment — continued~~

~~Net sales by product and geographic segment for the years ended December 31, 2017, 2016 and 2015 were as follows:~~

2017
Cement    Concrete    Aggregates    Others    Eliminations Net sales
Mexico
Ps 42,195    14,672    3,416    11,211    (14,127 ) 57,367
United States
27,804    35,400    14,436    6,235    (18,339 ) 65,536
Europe

United Kingdom
4,879    7,459    7,758    8,067    (7,984 ) 20,179
France
—      13,367    6,373    205    (3,783 ) 16,162
Germany
3,595    4,668    2,134    2,335    (4,015 ) 8,717
Spain
5,499    944    259    676    (1,498 ) 5,880
Poland
3,230    2,532    701    226    (1,211 ) 5,478
Rest of Europe
6,236    2,715    1,055    462    (1,893 ) 8,575
South, Central America and the Caribbean

Colombia
7,043    4,024    1,224    1,960    (3,566 ) 10,685
Panama
3,876    1,725    452    180    (1,219 ) 5,014
Costa Rica
2,095    386    122    120    (297 ) 2,426
Caribbean TCL
4,097    29    19    215    (77 ) 4,283
Rest of South, Central America and the Caribbean
11,412    1,308    268    307    (2,451 ) 10,844
Asia, Middle East and Africa

Philippines
8,093    67    159    52    (75 ) 8,296
Egypt
3,347    479    16    173    (153 ) 3,862
Rest of Asia, Middle East and Africa
928    11,078    2,875    2,148    (3,513 ) 13,516
Others
—      —      —      22,515    (11,204 ) 11,311









Continuing operations
134,329    100,853    41,267    57,087    (75,405 ) 258,131
Discontinued operations
—      525    340    687    (3 ) 1,549









Total
Ps 134,329    101,378    41,607    57,774    (75,408 ) 259,680

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Selected financial information by geographic operating segment — continued~~

2016
Cement    Concrete    Aggregates    Others    Eliminations Net sales
Mexico
Ps 37,647    13,664    3,156    11,773    (13,509 ) 52,731
United States
28,585    35,843    14,565    7,107    (19,546 ) 66,554
Europe

United Kingdom
5,267    7,830    8,195    7,889    (8,028 ) 21,153
France
—      11,883    5,640    278    (3,266 ) 14,535
Germany
3,416    4,539    2,112    2,262    (4,142 ) 8,187
Spain
5,478    823    196    472    (1,247 ) 5,722
Poland
2,811    2,237    579    219    (1,135 ) 4,711
Rest of Europe
5,286    2,254    911    338    (1,395 ) 7,394
South, Central America and the Caribbean

Colombia
8,814    4,522    1,364    1,761    (4,047 ) 12,414
Panama
3,794    1,577    413    139    (1,141 ) 4,782
Costa Rica
2,144    390    179    126    (372 ) 2,467
Rest of South, Central America and the Caribbean
10,998    1,526    322    298    (2,544 ) 10,600
Asia, Middle East and Africa

Philippines
9,405    143    164    70    (127 ) 9,655
Egypt
6,076    943    26    217    (317 ) 6,945
Rest of Asia, Middle East and Africa
961    9,535    2,519    1,379    (2,548 ) 11,846
Others
—      —      —      18,851    (8,602 ) 10,249









Continuing operations
130,682    97,709    40,341    53,179    (71,966 ) 249,945
Discontinued operations
422    1,366    785    6,665    (259 ) 8,979









Total
Ps 131,104    99,075    41,126    59,844    (72,225 ) 258,924

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Selected financial information by geographic operating segment — continued~~

2015
Cement    Concrete    Aggregates    Others    Eliminations Net sales
Mexico
Ps 30,384    13,163    2,860    9,956    (11,751 ) 44,612
United States
23,358    30,129    11,914    7,994    (16,567 ) 56,828
Europe

United Kingdom
4,705    7,729    7,614    7,859    (7,680 ) 20,227
France
—      10,026    4,410    224    (2,596 ) 12,064
Germany
3,098 ��    3,749    1,790    2,103    (3,731 ) 7,009
Spain
5,265    721    150    392    (1,132 ) 5,396
Poland
2,630    1,916    489    197    (895 ) 4,337
Rest of Europe
5,075    1,945    728    562    (1,513 ) 6,797
South, Central America and the Caribbean

Colombia
8,158    4,428    1,329    1,345    (3,700 ) 11,560
Panama
3,368    1,424    383    172    (816 ) 4,531
Costa Rica
2,092    367    138    109    (277 ) 2,429
Rest of South, Central America and the Caribbean
9,633    2,058    376    451    (2,329 ) 10,189
Asia, Middle East and Africa

Philippines
8,270    115    96    62    (111 ) 8,432
Egypt
6,052    975    36    236    (381 ) 6,918
Rest of Asia, Middle East and Africa
880    7,956    1,931    1,115    (1,953 ) 9,929
Others
—      —      —      16,811    (8,770 ) 8,041









Continuing operations
112,968    86,701    34,244    49,588    (64,202 ) 219,299
Discontinued operations
1,046    3,877    1,928    5,474    (437 ) 11,888









Total
Ps 114,014    90,578    36,172    55,062    (64,639 ) 231,187

5)	~~OPERATING EXPENSES, DEPRECIATION AND AMORTIZATION~~

~~Consolidated operating expenses during 2017, 2016 and 2015 by function are as follows:~~

      2017    2016    2015
Administrative expenses¹
   Ps    21,081    20,750    18,653
Selling expenses
      6,450    6,974    5,883
Distribution and logistics expenses
      28,495    26,245    23,374






   Ps    56,026    53,969    47,910

The Technology and Energy departments in CEMEX undertake all significant R&D activities as part of their daily activities. In 2017, 2016 and 2015, total combined expenses of these departments recognized within administrative expenses were Ps754 (US$38), Ps712 (US$38) and Ps660 (US$41), respectively.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Selected financial information by reportable segment and line of business — continued

Revenues by line of business and reportable segment for the years ended December 31, 2018, 2017 and 2016 were as follows:


2018		Cement		Concrete		Aggregates		Others		Eliminations			Revenues
Mexico	Ps		44,295		17,277		4,051		12,358		(16,197	)		61,784
United States			30,518		40,249		16,393		7,581		(22,396	)		72,345
Europe
United Kingdom			4,837		7,441		8,139		8,102		(8,088	)		20,431
France			—		15,092		7,321		176		(4,281	)		18,308
Germany			3,608		4,841		2,353		2,732		(4,148	)		9,386
Spain			6,010		1,365		377		609		(1,632	)		6,729
Poland			3,864		3,066		960		299		(1,280	)		6,909
Czech Republic			1,555		2,377		835		362		(1,364	)		3,765
Rest of Europe			5,263		565		221		24		(577	)		5,496
South, Central America and the Caribbean
Colombia			6,792		3,631		1,065		1,769		(3,169	)		10,088
Panama			3,285		1,368		445		355		(1,189	)		4,264
Costa Rica			2,126		427		120		114		(387	)		2,400
Caribbean TCL			4,712		199		91		1,716		(1,924	)		4,794
Dominican Republic			3,441		526		171		470		(700	)		3,908
Rest of South, Central America and the Caribbean			7,668		782		150		122		(1,334	)		7,388
Asia, Middle East and Africa
Philippines			8,549		4		59		43		(43	)		8,612
Egypt			3,993		511		14		225		(157	)		4,586
Israel			—		10,026		3,061		2,127		(3,086	)		12,128
Rest of Asia, Middle East and Africa			943		1,763		—		—		(443	)		2,263
Others			—		—		—		24,667		(13,396	)		11,271

Continuing operations			141,459		111,510		45,826		63,851		(85,791	)		276,855
Discontinued operations			503		—		—		—		—			503

Total	Ps		141,962		111,510		45,826		63,851		(85,791	)		277,358

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and ~~2015~~2016

(Millions of Mexican pesos)

Selected financial information by reportable segment and line of business — continued


2017		Cement		Concrete		Aggregates		Others		Eliminations			Revenues
Mexico	Ps		42,195		14,672		3,416		11,211		(14,127	)		57,367
United States			27,804		35,400		14,436		6,235		(18,339	)		65,536
Europe
United Kingdom			4,879		7,459		7,758		8,067		(7,984	)		20,179
France			—		13,367		6,373		205		(3,783	)		16,162
Germany			3,595		4,668		2,134		2,335		(4,015	)		8,717
Spain			5,499		944		259		676		(1,498	)		5,880
Poland			3,230		2,532		701		226		(1,211	)		5,478
Czech Republic			1,287		2,148		880		334		(1,232	)		3,417
Rest of Europe			4,949		567		175		128		(661	)		5,158
South, Central America and the Caribbean
Colombia			7,043		4,024		1,224		1,960		(3,566	)		10,685
Panama			3,876		1,725		452		180		(1,219	)		5,014
Costa Rica			2,095		386		122		120		(297	)		2,426
Caribbean TCL			4,097		29		19		215		(77	)		4,283
Dominican Republic			3,193		564		191		117		(491	)		3,574
Rest of South, Central America and the Caribbean			7,534		744		77		190		(1,960	)		6,585
Asia, Middle East and Africa
Philippines			8,093		67		159		52		(75	)		8,296
Egypt			3,347		479		16		173		(153	)		3,862
Israel			—		9,400		2,875		2,146		(3,045	)		11,376
Rest of Asia, Middle East and Africa			928		1,678		—		2		(468	)		2,140
Others			—		—		—		22,505		(11,203	)		11,302

Continuing operations			133,644		100,853		41,267		57,077		(75,404	)		257,437
Discontinued operations			686		525		340		687		(3	)		2,235

Total	Ps		134,330		101,378		41,607		57,764		(75,407	)		259,672

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Selected financial information by reportable segment and line of business — continued


2016		Cement		Concrete		Aggregates		Others		Eliminations			Revenues
Mexico	Ps		37,647		13,664		3,156		11,773		(13,509	)		52,731
United States			28,585		35,843		14,565		7,107		(19,546	)		66,554
Europe
United Kingdom			5,267		7,830		8,195		7,889		(8,028	)		21,153
France			—		11,883		5,640		278		(3,266	)		14,535
Germany			3,416		4,539		2,112		2,262		(4,142	)		8,187
Spain			5,478		823		196		472		(1,247	)		5,722
Poland			2,811		2,237		579		219		(1,135	)		4,711
Czech Republic			1,118		1,871		796		336		(1,124	)		2,997
Rest of Europe			4,168		383		115		2		(271	)		4,397
South, Central America and the Caribbean
Colombia			8,814		4,522		1,364		1,761		(4,047	)		12,414
Panama			3,794		1,577		413		139		(1,141	)		4,782
Costa Rica			2,144		390		179		126		(372	)		2,467
Dominican Republic			3,255		620		210		124		(511	)		3,698
Rest of South, Central America and the Caribbean			7,276		906		112		174		(2,032	)		6,436
Asia, Middle East and Africa
Philippines			9,405		143		164		70		(127	)		9,655
Egypt			6,076		943		26		217		(317	)		6,945
Israel			—		8,016		2,519		1,372		(2,258	)		9,649
Rest of Asia, Middle East and Africa			961		1,519		—		7		(290	)		2,197
Others			—		—		—		18,849		(8,602	)		10,247

Continuing operations			130,215		97,709		40,341		53,177		(71,965	)		249,477
Discontinued operations			889		1,366		785		6,665		(260	)		9,445

Total	Ps		131,104		99,075		41,126		59,842		(72,225	)		258,922

5)	OPERATING EXPENSES, DEPRECIATION AND AMORTIZATION

Consolidated operating expenses during 2018, 2017 and 2016 by function are as follows:


		2018		2017		2016
Administrative expenses¹	Ps		22,387		21,053		20,733
Selling expenses			6,315		6,429		6,945
Distribution and logistics expenses			31,992		28,485		26,235

	Ps		60,694		55,967		53,913

1	All significant R&D activities are executed by several internal areas as part of their daily activities. In 2018, 2017 and 2016, total combined expenses of these departments recognized within administrative expenses were Ps758 (US$38), Ps754 (US$38) and Ps712 (US$38), respectively.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Operating expenses, depreciation and amortization — continued

Depreciation and amortization recognized during 2018, 2017 ~~2016~~ and ~~2015~~2016 are detailed as follows:

   2017    2016    2015
Depreciation and amortization expense included in cost of sales
   Ps 14,146    14,180    13,154
Depreciation and amortization expense included in administrative, selling and distribution and logistics expenses
   1,846    1,811    1,504






   Ps 15,992    15,991    14,658


		2018		2017		2016
Included in cost of sales	Ps		14,181		14,143		14,177
Included in administrative, selling and distribution and logistics expenses			1,889		1,845		1,810

	Ps		16,070		15,988		15,987

6)	OTHER EXPENSES, NET

The detail of the line item “Other expenses, net” in 2018, 2017 ~~2016~~ and ~~2015~~2016 was as follows:


		2017			2016			2015				2018			2017			2016
Impairment losses¹	Ps		(2,936	)		(2,518	)		(1,517	)
Results from the sale of assets and others, net¹											Ps		(2,994	)		91			1,719
Restructuring costs²			(843	)		(778	)		(845	)			(1,382	)		(843	)		(778	)
Impairment losses³													(1,188	)		(2,936	)		(2,518	)
Remeasurement of pension liabilities⁴													(168	)		—			—
Charitable contributions			(127	)		(93	)		(60	)			(105	)		(127	)		(93	)
Results from the sale of assets and others, net³			91			1,719			(610	)

	Ps		(3,815	)		(1,670	)		(3,032	)	Ps		(5,837	)		(3,815	)		(1,670	)

1	In 2018, includes Ps1,080 in connection with property damages and natural disasters. In 2017, includes an expense of Ps491 (US$25) related to a penalty in connection with a market investigation in Colombia (note 24.2).

2	In 2018, 2017 and 2016, restructuring costs mainly refer to severance payments and ~~2015,~~the definite closing of operating sites.

In 2018, 2017 and 2016, among others, includes impairment losses of fixed assets for ~~approximately~~Ps445, Ps984 ~~Ps1,899~~ and ~~Ps1,145,~~Ps1,899, respectively, as well asin 2018 losses in the valuation of assets held for sale of Ps439 and impairment losses of goodwill in 2017 ~~for~~of Ps1,920 (notes 13.2, 14 and 15).

24	~~In 2017, 2016 and 2015, restructuring costs mainly refer~~ Refers to ~~severance payments.~~

~~In 2017, includes an expense in Colombian pesos equivalent to approximately Ps491 (US$25) for~~ a ~~penalty imposed by~~remeasurement of the ~~Commerce and Industry Superintendence in Colombia~~employee benefits liability in connection with CEMEX’s defined benefit plan in the United Kingdom determined in 2018 as a ~~market investigation (note 24.2).~~result of a recently enacted gender parity law.

7)	FINANCIAL INCOME AND OTHER ITEMS, NET

The detail of ~~the line item “Financial~~financial income and other items, ~~net”~~net in 2018, 2017 ~~2016~~ and ~~2015~~2016 was as follows:


		2017			2016			2015				2018			2017			2016
Results in the sale of associates and remeasurement of previously held interest before change in control of associates (notes 4.1 and 13.1)	Ps		4,164			—			—		Ps		(204	)		4,164			—
Financial income			338			402			318				355			338			402
Results from financial instruments, net (notes 13.2 and 16.4)			161			113			(2,729	)			692			161			113
Foreign exchange results			(26	)		5,004			1,970				341			(26	)		4,982
Effects of NPV on assets and liabilities and others, net			(1,021	)		(1,030	)		(892	)
Effects of amortized cost on assets and liabilities and others, net													(1,088	)		(1,021	)		(1,030	)

	Ps		3,616			4,489			(1,333	)	Ps		96			3,616			4,467

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

8)	CASH AND CASH EQUIVALENTS

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated cash and cash equivalents consisted of:


		2017		2016			2018		2017
Cash and bank accounts	Ps		9,292		9,104	Ps		5,071		9,292
Fixed-income securities and other cash equivalents			4,449		2,512			997		4,449

	Ps		13,741		11,616	Ps		6,068		13,741

Based on net settlement agreements, the balance of cash and cash equivalents excludes deposits in margin accounts that guarantee several obligations of CEMEX of Ps234 in 2018 and Ps196 in 2017, ~~and Ps250 in 2016,~~ which were offset against the corresponding obligations of CEMEX with the counterparties, considering CEMEX’s right, ability and intention to settle the amounts on a net basis.

9)	TRADE ACCOUNTS RECEIVABLE, NET

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated trade accounts receivable consisted of:


		2017			2016				2018			2017
Trade accounts receivable	Ps		32,623			32,356		Ps		31,584			32,733
Allowances for doubtful accounts			(2,145	)		(2,196	)
Allowances for expected credit losses										(2,336	)		(2,145	)

	Ps		30,478			30,160		Ps		29,248			30,588

As of December 31, ~~2017~~2018 and ~~2016,~~2017, trade accounts receivable include receivables of Ps13,048 (US$664) and Ps12,713 (US$647) ~~and Ps13,644 (US$658)~~, respectively, sold under outstanding trade receivables securitization programs and/or factoring programs with recourse, established in Mexico, the United States, France and the United Kingdom, in which CEMEX effectively surrenders control associated with the trade accounts receivable sold and there is no guarantee or obligation to reacquire the assets; nonetheless, in such programs, CEMEX retains certain residual interest in the programs and/or maintains continuing involvement with the accounts receivable. Therefore, the trade accounts receivable sold were not removed from the statement of financial position and the funded amounts to CEMEX of Ps11,770 (US$599) in 2018 and Ps11,313 (US$576) in 2017, ~~and Ps11,095 (US$535) in 2016,~~ were recognized within the line item of “Other financial obligations,” the difference in each year against the trade receivables sold was maintained as reserves. Trade accounts receivable qualifying for sale exclude amounts over certain days past due or concentrations over certain limits to any one customer, according to the terms of the programs. The discount granted to the acquirers of the trade accounts receivable is recorded as financial expense and amounted to Ps446 in 2018, Ps308 in 2017 and Ps258 in ~~2016 and Ps249 in 2015.~~2016. CEMEX’s securitization programs are negotiated for periods of one to two years and are usually renewed at their maturity.

Allowances for doubtful accounts were established until December 31, 2017 based on incurred loss analyses over delinquent accounts considering aging of balances, the credit history and risk profile of each customer and legal processes to recover accounts receivable. Beginning in 2018 such allowances are determined and recognized upon origination of the trade accounts receivable based on a model that calculates the expected credit loss (“ECL”) of the trade accounts receivable (note 2.1).

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Trade accounts receivable, net — continued

~~Allowances~~Under this ECL model, CEMEX segments its accounts receivable in a matrix by country, type of client or homogeneous credit risk and days past due and determines for ~~doubtful~~each segment an average rate of ECL, considering actual credit loss experience over the last 24 months and analyses of future delinquency, that is applied to the balance of the accounts ~~were established~~receivable. The average ECL rate increases in each segment of days past due until the rate is 100% for the segment of 365 days or more past due.

As of December 31, ~~2017 based on an incurred loss model according to~~2018, the ~~credit history~~balances of trade accounts receivable and ~~risk profile of each customer (note 2.20). Changes in~~ the ~~valuation of this caption~~ allowance for ~~doubtful accounts in 2017, 2016 and 2015,~~ECL were as follows:

      2017 2016 2015
Allowances for doubtful accounts at beginning of period
   Ps    2,196 2,152 1,856
Charged to selling expenses
      252 556 434
Additions through business combinations
      141 —   —
Deductions
      (449 ) (867 ) (276 )
Foreign currency translation effects
      5 355 138


Allowances for doubtful accounts at end of period
   Ps    2,145 2,196 2,152


		Accounts receivable		ECL allowance		ECL average rate
Mexico	Ps		5,185		717		13.8	%
United States			8,432		78		0.9	%
Europe			9,087		618		6.8	%
South, Central America and the Caribbean			2,817		550		19.5	%
Asia, Middle East and Africa			5,327		272		5.1	%
Others			736		101		13.7	%

	Ps		31,584		2,336

Changes in the allowance for expected credit losses in 2018, 2017 and 2016, were as follows:


		2018			2017			2016
Allowances for expected credit losses at beginning of period	Ps		2,145			2,196			2,152
Adoption effects of IFRS 9 charged to retained earnings (note 2.1)			570			—			—
Charged to selling expenses			156			252			556
Additions through business combinations			—			141			—
Deductions			(385	)		(449	)		(867	)
Foreign currency translation effects			(150	)		5			355

Allowances for expected credit losses at end of period	Ps		2,336			2,145			2,196

10)	OTHER ACCOUNTS RECEIVABLE

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated other accounts receivable consisted of:


		2017		2016			2018		2017
Non-trade accounts receivable¹	Ps		1,918		2,527	Ps		2,712		1,918
Interest and notes receivable²			1,125		1,286			895		1,125
Current portion of valuation of derivative financial instruments			1,056		236			8		1,056
Loans to employees and others			233		188			243		233
Refundable taxes			638		1,001			2,291		638

	Ps		4,970		5,238	Ps		6,149		4,970

1	Non-trade accounts receivable are mainly attributable to the sale of assets.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Other accounts receivable — continued

~~Includes Ps27 in 2016, representing the short-term portion of a restricted investment related to coupon payments under CEMEX’s perpetual debentures (note 20.4).~~

In ~~addition, in 2016,~~2018 and 2017, includes CEMEX Colombia’s ~~beneficial~~residual interest in a trust oriented to promote housing projects, which its only asset is land in the municipality of Zipaquira, Colombia and its only liability is a bank credit for ~~Ps148, guaranteed by CEMEX Colombia,~~Ps129 and Ps141, respectively, obtained to purchase the ~~land.~~land, guaranteed by CEMEX Colombia. The estimated ~~fair~~realizable value of the land as determined by external appraiser ~~significantly exceeds~~covers the amount of the loan. Related to this structure, on December 17, 2018, CEMEX Colombia and the other partner in the project accepted the binding offer of a local construction firm, pending of execution, whom, pursuant to the agreements, will join the trust as beneficiary and joint obligor of the debt and will acquire the project through the full repayment of the trust’s debt by means of a repayment of approximately 50% during 2019 and the remaining portion in November 2020. Once the respective agreements are formalized in 2019, the construction firm will sign promissory notes to CEMEX Colombia securing its obligations and additionally the firm and the other partner will pledge their beneficial interest in the trust in favor of CEMEX Colombia.

11)	INVENTORIES, NET

As of December 31, ~~2017~~2018 and ~~2016,~~2017, the consolidated balance of inventories was summarized as follows:

      2017    2016
Finished goods
   Ps    5,933    5,865
Work-in-process
      3,814    3,378
Raw materials
      3,237    3,128
Materials and spare parts
      4,996    4,551
Inventory in transit
      872    1,176




   Ps    18,852    18,098

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Inventories, net — continued~~


		2018		2017
Finished goods	Ps		6,777		5,933
Work-in-process			3,818		3,814
Raw materials			3,813		3,237
Materials and spare parts			5,964		4,996
Inventory in transit			876		872

	Ps		21,248		18,852

For the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, CEMEX recognized within “Cost of sales” in the income statement, inventory impairment losses of Ps114, Ps23 ~~Ps52~~ and ~~Ps49,~~Ps52, respectively.

12)	ASSETS HELD FOR SALE AND OTHER CURRENT ASSETS

12.1)

ASSETS HELD FOR SALE

As of December 31, ~~2017~~2018 and ~~2016,~~2017, assets held for sale, which are measured at the lower of their estimated realizable value, less costs to sell, and their carrying amounts, as well as liabilities directly related with such assets are detailed as follows:

2017 2016
Assets Liabilities Net assets Assets Liabilities Net assets
Concrete Pipe Division (note 4.2)
Ps —   —   —   Ps 9,426 642 8,784
Fairborn cement plant (note 4.3)
—   —   —   5,957 164 5,793
Investment in shares of GCC (note 13.1)¹
—   —   —   3,882 —   3,882
Idle assets in Andorra, Spain
580 —   580 560 —   560
Concrete pumping equipment (note 4.3)
—   —   —   213 —   213
Other assets held for sale
798 —   798 991 9 982

Ps 1,378 —   1,378 Ps 21,029 815 20,214


		2018							2017
		Assets		Liabilities		Net assets			Assets		Liabilities		Net assets
Assets in the central region of France (note 4.3)	Ps		952		314		638	Ps		—		—		—
Idle assets in Spain¹			—		—		—			580		—		580
Other assets held for sale			1,148		—		1,148			798		—		798

	Ps		2,100		314		1,786	Ps		1,378		—		1,378

1	During ~~2017, in separate transactions,~~December 2018, considering the withdrawal of potential buyers and the absence of new offers, CEMEX ~~sold the direct investment in 23% of GCC’s common stock it maintained for sale (note 13.1).~~reclassified these assets to fixed assets.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

12.2)

OTHER CURRENT ASSETS

As of December 31, ~~2017~~2018 and ~~2016,~~2017, other current assets are mainly comprised of advance payments.

In addition, as of December 31, 2018, the balance of other current assets includes cash for US$12 (Ps236) of CEMEX Colombia subject to a temporary restriction on its availability due to a seizure order issued by a civil court in Colombia within an executory proceeding initiated by a supplier in connection with a commercial dispute over an amount being claimed of approximately US$2 (Ps39). CEMEX Colombia considers that such seizure order was excessive in relation to the amount claimed, and as of the reporting date, because of the nature of the proceeding, CEMEX Colombia’s defense arguments that were put forth in its negotiations with the supplier have not yet been evaluated. As of the issuance date of these consolidated financial statements, CEMEX Colombia is following required legal procedures in the civil court and considers probable that the cash amounts will be released in 2019.

13)	EQUITY ACCOUNTED INVESTEES, OTHER INVESTMENTS ANDNON-CURRENT ACCOUNTS RECEIVABLE

13.1)

EQUITY ACCOUNTED INVESTEES

As of December 31, 2018 and 2017, the investments in common shares of associates were as follows:


	Activity		Country		%			2018		2017
Camcem, S.A. de C.V.		Cement		Mexico		40.1	Ps		4,087		3,618
Concrete Supply Co. LLC		Concrete		United States		40.0			1,306		1,192
Lehigh White Cement Company		Cement		United States		36.8			1,172		375
Akmenes Cementas AB		Cement		Lithuania		37.8			527		585
ABC Capital, S.A. Institución de Banca Múltiple		Financing		Mexico		—			—		228
Société Méridionale de Carrières		Aggregates		France		33.3			318		367
Société d’Exploitation de Carrières		Aggregates		France		50.0			306		318
Cemento Interoceánico S.A.		Cement		Panama		25.0			160		168
Other companies		—		—		—			1,616		1,721

							Ps		9,492		8,572

Out of which:
Book value at acquisition date							Ps		7,218		6,957
Changes in stockholders’ equity							Ps		2,274		1,615

In April 2018, CEMEX entered into an agreement for the sale of its 33.9% equity interest to the controlling shareholders of ABC Capital, S.A. Institución de Banca Múltiple for Ps105, recognizing a loss of Ps157 as part of “Financial income and other items, net.” The transaction is pending for authorization from the Mexican authorities. As of December 31, 2018, the investment is presented within assets held for sale in the statement of financial position (note 12.1).

During 2018, a subsidiary of CEMEX in the United States invested a total of US$36 (Ps707) and increased the Company’s ownership over the Lehigh White Cement Company investee from 24.5% to 36.8%. This deal also includes an agreement in which the Company contributed all of its rights, title and interest in the white cement business in Florida to the investee and entered into an agreement in which a Company’s terminal will receive and pack white cement for Lehigh White Cement Company to sell and distribute in the Florida market.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~13)~~

~~EQUITY ACCOUNTED INVESTEES, OTHER INVESTMENTS ANDNON-CURRENT~~ ~~ACCOUNTS RECEIVABLE~~

~~13.1)~~

~~EQUITY ACCOUNTED INVESTEES~~

~~As of December 31, 2017 and 2016, the investments in common shares of associates were as follows:~~Equity accounted investees — continued

   Activity    Country    %       2017    2016
Camcem, S.A. de C.V.
   Cement    Mexico    40.1    Ps    3,618    3,674
Trinidad Cement Limited
   Cement
Trinidad and
Tobago
   39.5       —      1,689
Concrete Supply Co. LLC
   Concrete    United States    40.0       1,192    1,234
Akmenes Cementas AB
   Cement    Lithuania    37.8       585    586
ABC Capital, S.A. Institución de Banca Múltiple
   Financing    Mexico    33.9       228    474
Lehigh White Cement Company
   Cement    United States    24.5       375    334
Société Méridionale de Carrières
   Aggregates    France    33.3       367    300
Société d’Exploitation de Carrières
   Aggregates    France    50.0       318    257
Cemento Interoceánico S.A. (formerly Industrias Básicas, S.A.)
   Cement    Panama    25.0       168    155
Other companies
   —      —      —         1,721    1,785




            Ps    8,572    10,488




Out of which:

Book value at acquisition date
            Ps    6,957    8,275
Changes in stockholders’ equity
            Ps    1,615    2,213

During 2016, the Parent Company participated as shareholder in a share restructuring executed by Camcem, S.A. de C.V. (“Camcem”), indirect parent company of Control Administrativo Mexicano, S.A. de C.V. (“Camsa”) and GCC, aimed to simplify its corporate structure, by means of which, Imin de México, S.A. de C.V., intermediate holding company, Camsa and GCC were merged, prevailing GCC as the surviving entity. As a result of the share restructuring, CEMEX’s 10.3% interest in Camcem and 49% interest in Camsa, both before the restructuring, were exchanged on equivalent basis into a 40.1% interest in Camcem and a 23% interest in GCC, which shares of the latest trade in the MSE (note 12.1).

On January 25, 2017, in a public offering to investors in Mexico conducted through the BMV and in a concurrent private placement to eligible investors outside of Mexico, the Parent Company and ~~GCC~~Grupo Cementos de Chihuahua, S.A.B. de C.V. (“GCC”) announced the offering of up to 76,483,332 shares ~~(all~~(then all the shares of GCC owned by CEMEX) ~~at a price range of between 95.00 to 115.00 pesos per share, which included 9,976,087 shares available to the underwriters of the offerings pursuant to a30-day~~ ~~option to purchase such shares granted to them by CEMEX.~~. During 2017, after conclusion of the public offering and the private placement, CEMEX sold ~~approximately~~45 million shares, 13.53% of the common stock of GCC, at a price of 95.00 pesos per share receiving Ps4,094 after deducting commissions and offering expenses ~~recognizing~~and recognized a gain on sale in 2017 of Ps1,859 as part of “Financial income and other items, net” in the income statement.

In addition, on September 28, 2017, CEMEX announced the definitive sale to two financial institutions of the remaining 31,483,332 shares of GCC, which represented approximately 9.47% of the equity capital of GCC. Proceeds from the sale were Ps3,012 and generated a gain on sale of Ps1,682 in 2017 recognized as part of “Financial income and other items, net” in the income statement. CEMEX continues to have an approximate 20% indirect interest in GCC through ~~Camcem.~~Camcem, S.A. de C.V., GCC’s parent company.

Combined condensed statement of financial position information of CEMEX’s associates as of December 31, 2018 and 2017 is set forth below:


		2018		2017
Current assets	Ps		16,677		21,527
Non-current assets			32,901		32,071

Total assets			49,578		53,598

Current liabilities			5,685		10,863
Non-current liabilities			17,272		17,730

Total liabilities			22,957		28,593

Total net assets	Ps		26,621		25,005

Combined selected information of the statements of operations of CEMEX’s associates in 2018, 2017 and 2016 is set forth below:


		2018		2017		2016
Sales	Ps		28,487		28,158		29,791
Operating earnings			4,401		4,458		4,730
Income before income tax			2,182		2,451		3,111
Net income			1,711		1,891		1,860

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Equity accounted investees — continued

As mentioned in note 4.1, by means of a public offer and take-over bid through its subsidiary Sierra, and effective as of February 1, 2017, CEMEX acquired a majority ownership interest in TCL’s common stock and assumed control of this entity.

~~Combined condensed statement of financial position information of CEMEX’s associates as of December 31, 2017 and 2016 is set forth below:~~

      2017    2016
Current assets
   Ps    21,527    21,651
Non-current assets
      32,071    41,085




Total assets
      53,598    62,736




Current liabilities
      10,863    11,612
Non-current liabilities
      17,730    22,436




Total liabilities
      28,593    34,048




Total net assets
   Ps    25,005    28,688

~~Combined selected information of the statements of operations of CEMEX’s associates in 2017, 2016 and 2015 is set forth below:~~

      2017    2016    2015
Sales
   Ps    28,158    29,791    25,484
Operating earnings
      4,458    4,730    3,523
Income before income tax
      2,451    3,111    3,350
Net income
      1,891    1,860    2,403

The share of equity accounted investees by ~~geographic operating~~reportable segment in the income statements for 2018, 2017 ~~2016~~ and ~~2015~~2016 is detailed as follows:

      2017 2016 2015
Mexico
   Ps    269 452 330
United States
      266 253 92
Europe
      108 54 339
Corporate and others
      (55 ) (71 ) (24 )


   Ps    588 688 737

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~


		2018			2017			2016
Mexico	Ps		254			269			452
United States			297			266			253
Europe			134			108			54
Corporate and others			(32	)		(55	)		(71	)

	Ps		653			588			688

13.2)

OTHER INVESTMENTS ANDNON-CURRENT ACCOUNTS RECEIVABLE

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated other investments andnon-current accounts receivable were summarized as follows:

      2017    2016
Non-current portion of valuation of derivative financial instruments
   Ps    794    1,900
Non-current accounts receivable and other investments¹
      4,612    4,572
Investmentsavailable-for-sale²
      275    491
Investments held for trading³
      77    157




   Ps    5,758    7,120


		2018		2017
Non-current accounts receivable¹	Ps		4,329		4,248
Investments at fair value through the income statement²			428		441
Non-current portion of valuation of derivative financial instruments (note 16.4)			297		794
Investments in strategic equity securities³			217		275

	Ps		5,271		5,758

Includes, among other items: a) accounts receivable from investees and joint ventures of Ps1,273 in 2018 and Ps1,301 in 2017; b) advances to suppliers of fixed assets of ~~Ps43~~Ps886 in ~~2017~~2018 and ~~Ps52~~Ps55 in ~~2016. CEMEX recognized impairment losses~~2017; c) employee prepaid compensation of~~non-current~~ ~~accounts receivable~~ Ps114 in ~~Costa Rica~~2018 and Ps112 in 2017: d) refundable taxes of ~~Ps21~~Ps263 in ~~2016,~~2018 and Ps261 in ~~Egypt~~2017; and ~~Colombia~~e) warranty deposits of ~~Ps71~~Ps246 in 2018 and ~~Ps22~~Ps240 in ~~2015, respectively.~~2017.

2	Refers to investments in private funds and investments related to employee’ savings funds. In 2018 and 2017, no contributions were made to such private funds.

3	This line item refers mainly to a strategic investment in CPOs of Axtel, S.A.B. de C.V. (“Axtel”). This investment is recognized ~~as available for sale~~ at fair value ~~and changes in valuation are recorded in~~through other ~~items~~ comprehensive ~~income, net until its disposal.~~income.

3	~~This line item refers to investments in private funds. In 2017 and 2016, no contributions were made to such private funds.~~

~~14)~~

~~PROPERTY, MACHINERY AND EQUIPMENT, NET~~

~~As of December 31, 2017 and 2016, consolidated property, machinery and equipment, net and the changes in such line item during 2017, 2016 and 2015, were as follows:~~

      2017
      Land and
mineral
reserves¹ Building¹ Machinery
and
equipment² Construction
in progress³ Total
Cost at beginning of period
   Ps    97,218 51,740 229,717 17,247 395,922
Accumulated depreciation and depletion
      (16,301 ) (24,224 ) (125,263 ) —   (165,788 )


Net book value at beginning of period
      80,917 27,516 104,454 17,247 230,134
Capital expenditures
      547 802 8,165 —   9,514
Additions through capital leases
      —   —   2,096 —   2,096
Stripping costs
      809 —   —   —   809


Total capital expenditures
      1,356 802 10,261 —   12,419
Disposals⁴
      (347 ) (223 ) (1,274 ) —   (1,844 )
Reclassifications⁵
      (784 ) (82 ) (768 ) —   (1,634 )
Business combinations
      2,179 749 3,136 428 6,492
Depreciation and depletion for the period
      (2,571 ) (1,967 ) (9,417 ) —   (13,955 )
Impairment losses
      (202 ) (1 ) (763 ) (18 ) (984 )
Foreign currency translation effects
      (1,895 ) 908 719 1,800 1,532


Cost at end of period
      95,495 53,927 242,636 19,457 411,515
Accumulated depreciation and depletion
      (16,842 ) (26,225 ) (136,288 ) —   (179,355 )


Net book value at end of period
   Ps    78,653 27,702 106,348 19,457 232,160

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

14)	PROPERTY, MACHINERY AND EQUIPMENT, NET

As of December 31, 2018 and 2017, consolidated property, machinery and equipment, net and the changes in such line item during 2018, 2017 and 2016, were as follows:


		2018
		Land and mineral reserves¹			Building¹			Machinery and equipment²			Construction in progress		Total
Cost at beginning of period	Ps		95,495			53,927			242,636			19,457		411,515
Accumulated depreciation and depletion			(16,842	)		(26,225	)		(136,288	)		—		(179,355	)

Net book value at beginning of period			78,653			27,702			106,348			19,457		232,160
Capital expenditures			525			578			11,038			—		12,141
Additions through capital leases			—			—			88			—		88
Stripping costs			740			—			—			—		740

Total capital expenditures			1,265			578			11,126			—		12,969
Disposals⁴			(258	)		(116	)		(597	)		—		(971	)
Reclassifications⁵			(353	)		(45	)		(81	)		580		101
Business combinations			83			—			133			—		216
Depreciation and depletion for the period			(3,618	)		(2,001	)		(8,400	)		—		(14,019	)
Impairment losses			(121	)		(33	)		(291	)		—		(445	)
Foreign currency translation effects			210			(349	)		(5,733	)		301		(5,571	)

Cost at end of period			94,692			53,292			242,740			20,338		411,062
Accumulated depreciation and depletion			(18,831	)		(27,556	)		(140,235	)		—		(186,622	)

Net book value at end of period	Ps		75,861			25,736			102,505			20,338		224,440

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and ~~2015~~2016

(Millions of Mexican pesos)

Property, machinery and equipment, net — continued


		2016																			2017
		Land and mineral reserves¹			Building¹			Machinery and equipment²			Construction in progress³			Total			2015				Land and mineral reserves¹			Building¹			Machinery and equipment²			Construction in progress			Total			2016³
Cost at beginning of period	Ps		86,441			48,563			211,232			13,853			360,089			324,210		Ps		97,218			51,740			229,717			17,247			395,922			360,089
Accumulated depreciation and depletion			(12,215	)		(21,228	)		(109,952	)		—			(143,395	)		(118,668	)			(16,301	)		(24,224	)		(125,263	)		—			(165,788	)		(143,395	)

Net book value at beginning of period			74,226			27,335			101,280			13,853			216,694			205,542				80,917			27,516			104,454			17,247			230,134			216,694
Capital expenditures			2,149			1,856			8,671			—			12,676			11,454				547			802			8,165			—			9,514			12,676
Additions through capital leases			—			—			7			—			7			63				—			—			2,096			—			2,096			7
Capitalization of financial expense			—			—			—			175			175			73				—			—			—			—			—			175
Stripping costs			421			—			—			—			421			723				809			—			—			—			809			421

Total capital expenditures			2,570			1,856			8,678			175			13,279			12,313				1,356			802			10,261			—			12,419			13,279
Disposals⁴			(388	)		(141	)		(1,268	)		(44	)		(1,841	)		(2,247	)			(347	)		(223	)		(1,274	)		—			(1,844	)		(1,841	)
Reclassifications⁵			(2,029	)		(703	)		(1,731	)		(86	)		(4,549	)		(3,099	)			(784	)		(82	)		(768	)		—			(1,634	)		(4,549	)
Business combinations			—			—			—			—			—			4,004				2,179			749			3,136			428			6,492			—
Depreciation and depletion for the period			(2,426	)		(2,033	)		(9,582	)		—			(14,041	)		(13,086	)			(2,571	)		(1,967	)		(9,413	)		—			(13,951	)		(14,037	)
Impairment losses			(671	)		(303	)		(547	)		(378	)		(1,899	)		(1,145	)			(202	)		(1	)		(763	)		(18	)		(984	)		(1,899	)
Foreign currency translation effects			9,635			1,505			7,624			3,727			22,491			14,412				(1,895	)		908			715			1,800			1,528			22,487

Cost at end of period			97,218			51,740			229,717			17,247			395,922			360,089				95,495			53,927			242,636			19,457			411,515			395,922
Accumulated depreciation and depletion			(16,301	)		(24,224	)		(125,263	)		—			(165,788	)		(143,395	)			(16,842	)		(26,225	)		(136,288	)		—			(179,355	)		(165,788	)

Net book value at end of period	Ps		80,917			27,516			104,454			17,247			230,134			216,694		Ps		78,653			27,702			106,348			19,457			232,160			230,134

1	Includes corporate buildings and related land sold to financial institutions in previous years, which were leased back. The aggregate carrying amount of these assets as of December 31, 2018 and 2017 was Ps1,602 and ~~2016 was~~ Ps1,690, ~~and Ps1,777,~~ respectively.

2	Includes assets, mainly mobile equipment, acquired through finance leases, which carrying amount as of December 31, 2018 and 2017 was Ps88 and ~~2016 was~~ Ps2,096, ~~and Ps7,~~ respectively.

In ~~July 2014,~~2016, CEMEX Colombia ~~began~~concluded the construction of a ~~new~~ cement plant in the municipality of Maceo in the Antioquia department in Colombia with an annual capacity of approximately 1.1 million tons. The ~~first phase included the construction of a cement mill, which began operating in testing phase for some months in 2016 with the supply of clinker from the Caracolito~~ plant ~~in Ibague, and the cement obtained was used in its entirety in the construction~~has not initiated commercial operations. As of the ~~plant. The next phase, which includes~~reporting date, the ~~construction of the kiln, has been completed. In connection with~~works related to the access road to the plant ~~the works were~~remain suspended ~~meanwhile CEMEX Colombia obtains~~and the ~~permits for its completion. The~~ beginning of commercial operations is subject to the successful conclusion of several ongoing processes related to certain operating

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Property, machinery and equipment, net — continued~~

permits and other ~~proceedings.~~legal proceedings (note 24.1). As a result internal audits of the ~~investigations carried out for the deficiencies found (note 24.1), during the fourth quarter of~~project, in 2016, CEMEX Colombia reduced construction in progress for Ps483 (US$23), of which, Ps295 (US$14) were recognized as impairment losses against “Other expenses, ~~net,” considering that~~net” in connection with the ~~assets, mainly~~write off of certain advances for the purchase of land through a representative ~~were considered contingent assets based on the~~have low probability for their recoverability due to deficiencies in the legal processes, and Ps188 (US$9) were decreased against “Other accounts payable” in connection with the cancellation of the portion payable of such ~~assets. CEMEX Colombia determined an initial total budget for the plant of US$340.~~assets (note 24.1). As of December 31, ~~2017,~~2018, the carrying amount of the ~~project,~~plant, net of adjustments, is for an amount in Colombian pesos equivalent to US$~~333 (Ps6,543), considering the exchange rates as of December 31, 2017.~~280 (Ps5,502).

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Property, machinery and equipment, net — continued

In 2018, includes sales ofnon-strategic fixed assets in the United States, Spain and Mexico for Ps371, Ps158 and Ps125, respectively. In 2017, includes sales ofnon-strategic fixed assets in Mexico, the United States and Spain for Ps343, Ps223 and Ps220, respectively. In 2016, includes sales ofnon-strategic fixed assets in the United States, Mexico, and France for Ps317, Ps281 and Ps165, respectively. ~~In 2015, includes the sales ofnon-strategic~~ ~~fixed assets in the United Kingdom, the United States and Spain for Ps584, Ps451 and Ps417, respectively.~~

In 2018, refers mainly to the reclassification of the assets in Spain for Ps580 (note 12.1). In 2017, refers mainly to those assets of the Pacific Northwest Materials Business in the United States for Ps1,634 (note 4.2). In 2016, refers mainly to those assets of the Concrete Pipe Business in the United States for Ps2,747, as well as other disposal groups in the United States reclassified to assets available for sale for ~~Ps1,386 (notes 4.2, 4.3 and 12.1). In 2015, refers to other disposal groups in the United States reclassified to assets available for sale for Ps537 (notes 4.3 and 12.1).~~Ps1,386.

As a result of impairment tests conducted on several CGUs considering certain triggering events, mainly: a) the closing and/or reduction of operations of cement andready-mix concrete plants resulting from adjusting the supply to current demand conditions, such as the situation in Puerto Rico in the last quarter of 2016 due to the adverse outlook and the overall uncertain economic conditions in such country; b) the transferring of installed capacity to more efficient plants, such as the ~~projected closing~~change in ~~the short-term~~operating model of a cement mill to distribution center in Colombia; as well as c) the recoverability of certain investments in Colombia as described above, for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, CEMEX adjusted the related fixed assets to their estimated value in use in those circumstances in which the assets would continue in operation based on estimated cash flows during the remaining useful life, or to their realizable value, in case of permanent shut down, and recognized impairment losses within the line item of “Other expenses, net” (notes 2.10 and 6).

During the years ended December 31, 2018, 2017 and 2016 impairment losses of fixed assets by country are as follows:


		2018		2017		2016
United States	Ps		252		153		277
Poland			94		—		—
Colombia			37		—		454
Spain			35		452		—
Mexico			25		45		46
Czech Republic			—		157		—
Panama			—		56		—
France			—		50		—
Latvia			—		46		—
Puerto Rico			—		—		1,087
Others			2		25		35

	Ps		445		984		1,899

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~Property, machinery and equipment, net — continued~~

~~During the years ended December 31, 2017, 2016 and 2015 impairment losses of fixed assets by countries are as follows:~~

      2017    2016    2015
Spain
   Ps    452    —      392
Czech Republic
      157    —      —
United States
      153    277    269
Panama
      56    —      118
France
      50    —      —
Latvia
      46    —      126
Mexico
      45    46    46
Puerto Rico
      —      1,087    172
Colombia
      —      454    —
Other countries
      25    35    22






   Ps    984    1,899    1,145

15)	GOODWILL AND INTANGIBLE ASSETS, NET

15.1)

BALANCES AND CHANGES DURING THE PERIOD

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated goodwill, intangible assets and deferred charges were summarized as follows:


		2017								2016								2018								2017
		Cost		Accumulated amortization			Carrying Amount			Cost		Accumulated amortization			Carrying Amount			Cost		Accumulated amortization			Carrying amount			Cost		Accumulated amortization			Carrying amount
Intangible assets of indefinite useful life:
Goodwill	Ps		195,474		—			195,474	Ps		206,319		—			206,319	Ps		194,779		—			194,779	Ps		195,474		—			195,474
Intangible assets of definite useful life:
Extraction rights			39,603		(6,480	)		33,123			40,995		(5,948	)		35,047			38,881		(7,017	)		31,864			39,603		(6,480	)		33,123
Industrial property and trademarks			929		(364	)		565			707		(350	)		357			864		(397	)		467			929		(364	)		565
Customer relationships			3,859		(3,852	)		7			4,343		(4,084	)		259			3,859		(3,859	)		—			3,859		(3,852	)		7
Mining projects			797		(96	)		701			961		(84	)		877			834		(107	)		727			797		(96	)		701
Others intangible assets			14,941		(9,902	)		5,039			13,814		(9,166	)		4,648			18,048		(11,287	)		6,761			14,941		(9,902	)		5,039

	Ps		255,603		(20,694	)		234,909	Ps		267,139		(19,632	)		247,507	Ps		257,265		(22,667	)		234,598	Ps		255,603		(20,694	)		234,909

The amortization of intangible assets of definite useful life was Ps2,051 in 2018, Ps2,037 in 2017 and Ps1,950 in 2016, ~~and Ps1,572 in 2015,~~ and was recognized within operating costs and expenses.

Goodwill

Changes in consolidated goodwill in 2018, 2017 and 2016, were as follows:


		2018			2017			2016
Balance at beginning of period	Ps		195,474			206,319			184,156
Business combinations			309			1,965			—
Disposals, net (note 4.3)			—			—			(3,340	)
Reclassification to assets held for sale and other current assets (notes 4.2, 4.3 and 12)			(439	)		(1,804	)		(9,734	)
Impairment losses			—			(1,920	)		—
Foreign currency translation effects			(565	)		(9,086	)		35,237

Balance at end of period	Ps		194,779			195,474			206,319

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~Goodwill~~

~~Changes in consolidated goodwill in 2017, 2016 and 2015, were as follows:~~

      2017 2016 2015
Balance at beginning of period
   Ps    206,319 184,156 160,544
Business combinations
      1,965 —   64
Disposals, net (note 4.3)
      —   (3,340 ) (552 )
Reclassification to assets held for sale and other current assets (notes 4.2, 4.3 and 12)
      (1,804 ) (9,734 ) —
Impairment losses
      (1,920 ) —   —
Foreign currency translation effects
      (9,086 ) 35,237 24,100


Balance at end of period
   Ps    195,474 206,319 184,156

Intangible assets of definite life

Changes in intangible assets of definite life in 2018, 2017 ~~2016~~ and ~~2015,~~2016, were as follows:


		2017																			2018
		Extraction rights			Industrial property and trademarks			Customer relations			Mining projects			Others¹			Total				Extraction rights			Industrial property and trademarks			Customer relations			Mining projects			Others¹			Total
Balance at beginning of period	Ps		35,047			357			259			877			4,648			41,188		Ps		33,123			565			7			701			5,039			39,435
Additions (disposals), net¹			278			(783	)		—			(148	)		424			(229	)			(219	)		(32	)		—			120			2,913			2,782
Business combinations (note 4.1)			—			—			—			4			72			76
Reclassifications (notes 4.1, 4.2 and 12)			—			—			(27	)		—			—			(27	)			(223	)		—			—			—			6			(217	)
Amortization for the period			(716	)		(110	)		(225	)		(12	)		(974	)		(2,037	)			(626	)		(93	)		(7	)		(12	)		(1,313	)		(2,051	)
Impairment losses			(38	)		—			—			—			(12	)		(50	)			(186	)		—			—			—			—			(186	)
Foreign currency translation effects			(1,448	)		1,101			—			(20	)		881			514				(5	)		27			—			(82	)		116			56

Balance at the end of period	Ps		33,123			565			7			701			5,039			39,435		Ps		31,864			467			—			727			6,761			39,819

      2016
      Extraction
rights Industrial
property and
trademarks Customer
relations Mining
projects Others¹ Total 2015
Balance at beginning of period
   Ps    30,327 622 1,004 805 3,808 36,566 32,940
Business combinations
      —   —   —   —   —   —   616
Additions (disposals), net¹
      201 (760 ) —   (382 ) 343 (598 ) (186 )
Reclassifications (notes 4.1, 4.2 and 12)
      —   —   —   —   —   —   1
Amortization for the period
      (712 ) (293 ) (658 ) (12 ) (275 ) (1,950 ) (1,572 )
Impairment losses
      (6 ) —   —   —   (19 ) (25 ) (10 )
Foreign currency translation effects
      5,237 788 (87 ) 466 791 7,195 4,777


Balance at the end of period
   Ps    35,047 357 259 877 4,648 41,188 36,566

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Intangible assets of definite life — continued~~


		2017
		Extraction rights			Industrial property and trademarks			Customer relations			Mining projects			Others¹			Total			2016
Balance at beginning of period	Ps		35,047			357			259			877			4,648			41,188			36,566
Additions (disposals), net¹			278			(783	)		—			(148	)		424			(229	)		(598	)
Business combinations (note 4.1)			—			—			—			4			72			76			—
Reclassifications (notes 4.1, 4.2 and 12)			—			—			(27	)		—			—			(27	)		—
Amortization for the period			(716	)		(110	)		(225	)		(12	)		(974	)		(2,037	)		(1,950	)
Impairment losses			(38	)		—			—			—			(12	)		(50	)		(25	)
Foreign currency translation effects			(1,448	)		1,101			—			(20	)		881			514			7,195

Balance at the end of period	Ps		33,123			565			7			701			5,039			39,435			41,188

As of December 31, ~~2017~~2018 and ~~2016,~~2017, “Others” includes the carrying amount ofinternal-use software of ~~Ps2,981~~Ps4,459 and ~~Ps2,544,~~Ps2,981, respectively. Capitalized direct costs incurred in the development stage ofinternal-use software, such as professional fees, direct labor and related travel expenses, amounted to Ps2,583 in 2018, Ps1,422 in 2017 and Ps769 in ~~2016 and Ps615 in 2015.~~2016.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

15.2)

ANALYSIS OF GOODWILL IMPAIRMENT

As of December 31, ~~2017~~2018 and ~~2016,~~2017, goodwill balances allocated by operating segment were as follows:


		2017		2016			2018		2017
Mexico	Ps		7,371		7,529	Ps		7,371		7,371
United States			152,486		162,692			152,486		152,486
Europe
Spain			10,000		12,316			10,270		10,000
United Kingdom			6,335		6,371			6,367		6,335
France			4,796		4,524			4,154		4,796
Czech Republic			709		583			589		709
South, Central America and the Caribbean
Colombia			6,146		6,461			5,874		6,146
Dominican Republic			279		250			264		279
TCL			2,027		—
Rest of South, Central America and the Caribbean¹			985		1,036
Caribbean TCL								2,042		2,027
Others South, Central America and the Caribbean¹								972		985
Asia, Middle East and Africa
Philippines			1,817		1,911			1,751		1,817
United Arab Emirates			1,769		1,865			1,885		1,769
Egypt			232		231			232		232
Others
Other reporting segments²			522		550			522		522

	Ps		195,474		206,319	Ps		194,779		195,474

1	This caption refers to the operating segments in the Caribbean, Costa Rica and Panama.

2	This caption is primarily associated with Neoris N.V., CEMEX’s subsidiary involved in the sale of information technology and services.

For purposes of goodwill impairment tests, all cash-generating units within a country are aggregated, as goodwill is allocated at that level. Considering materiality for disclosure purposes, certain balances of goodwill were presented for ~~Rest~~Others of South, Central America and the Caribbean, but this does not represent that goodwill was tested at a higher level than for operations in an individual country.

During the last quarter of each year, CEMEX performs its annual goodwill impairment test. Based on these analyses, during 2017, in connection with the ~~Operating Segment~~operating segment in Spain, considering the uncertainty over the improvement indicators affecting the country’s construction industry, and consequently in the expected consumption of cement,ready-mix and aggregates, partially a result of the then country’s complex prevailing political environment, which ~~has~~had limited expenditure in infrastructure projects, as well as the uncertainty in the expected

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Analysis of goodwill impairment — continued~~

price recovery and the effects of increased competition and imports, CEMEX’s management ~~considered a reduction in the horizon of the related cash flows projections from 10 to 5 years and~~ determined that the net book value of such ~~Operating Segment~~operating segment in Spain, exceeded in Ps1,920 (US$98) the amount of the net present value of projected cash flows. As a result, CEMEX recognized an impairment loss of goodwill for ~~the aforementioned~~such amount as part of “Other expenses, net” in the income statement on 2017 against the related goodwill balance.

During ~~2016~~2018 and ~~2015,~~2016, CEMEX did not determine impairment losses of goodwill.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Analysis of goodwill impairment — continued

Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of CEMEX’s products, the development of operating expenses, local and international economic trends in the construction industry, the long-term growth expectations in the different markets, as well as the discount rates and the long-term growth rates applied. CEMEX’s cash flow projections to determine the value in use of its CGUs to which goodwill has been allocated ~~consider~~considering the use of long-term economic assumptions. CEMEX believes that its discounted cash flow projections and the discount rates used reasonably reflect current economic conditions at the time of the calculations, considering, among other factors that: a) the cost of capital reflects current risks and volatility in the markets; and b) the cost of debt represents the average of industry specific interest rates observed in recent transactions. Other key assumptions used to determine CEMEX’s discounted cash flows are volume and price increases or decreases by main product during the projected periods. Volume increases or decreases generally reflect forecasts issued by trustworthy external sources, occasionally adjusted based on CEMEX’s actual backlog, experience and judgment considering its concentration in certain sectors, while price changes normally reflect the expected inflation in the respective country. Operating costs and expenses during all periods are maintained as a fixed percent of revenues considering historic performance.

CEMEX’spre-tax discount rates and long-term growth rates used to determine the discounted cash flows in the group of CGUs with the main goodwill balances were as follows:


	Discount rates			Growth rates			Discount rates			Growth rates
Groups of CGUs	2017	2016	2015	2017	2016	2015	2018	2017	2016	2018	2017	2016
United States	8.8%	8.6%	8.6%	2.5%	2.5%	2.5%	8.5%	8.8%	8.6%	2.5%	2.5%	2.5%
Spain	9.5%	9.5%	9.9%	1.7%	1.6%	1.9%	8.8%	9.5%	9.5%	1.7%	1.7%	1.6%
Mexico	10.2%	9.8%	9.6%	2.7%	2.9%	3.5%	9.4%	10.2%	9.8%	3.0%	2.7%	2.9%
Colombia	10.5%	10.0%	9.8%	3.7%	4.0%	4.0%	9.5%	10.5%	10.0%	3.6%	3.7%	4.0%
France	9.0%	9.1%	9.0%	1.8%	1.8%	1.6%	8.4%	9.0%	9.1%	1.6%	1.8%	1.8%
United Arab Emirates	10.4%	10.2%	10.2%	3.1%	3.4%	3.6%	11.0%	10.4%	10.2%	2.9%	3.1%	3.4%
United Kingdom	9.0%	8.8%	8.8%	1.7%	1.9%	2.3%	8.4%	9.0%	8.8%	1.6%	1.7%	1.9%
Egypt	11.8%	11.4%	12.5%	6.0%	6.0%	4.6%	10.8%	11.8%	11.4%	6.0%	6.0%	6.0%
Range of rates in other countries	9.1% - 11.7%	9.1% - 12.8%	9.0% - 13.8%	2.3% - 6.8%	2.2% - 7.0%	2.4% - 4.3%	8.5% - 13.3%	9.1% - 11.7%	9.1% - 12.8%	2.5% - 6.9%	2.3% - 6.8%	2.2% - 7.0%

As of December 31, ~~2017,~~2018, the discount rates used by CEMEX in its cash flows projections in the countries with the most significant goodwill balances decreased slightly in most cases in a range of 0.3% up to 1 percentage point, except for United Arab Emirates and the Caribbean, as compared to the values determined in 2017. This reduction was mainly attributable to a decrease in the Parent Company’s stock volatility (beta) and general decreases in the country specific sovereign yields in the majority of the countries where CEMEX operates and the weighing of debt in the calculation, effects that were partially offset for increases during 2018 in the funding cost observed in the industry that changed from 6.1% in 2017 to 7.3% in 2018 and the risk free rate associated with CEMEX which increased from 2.8% in 2017 to 2.9% in 2018. As of December 31, 2017, the discount rates increased slightly in most cases as compared to the values determined in 2016. ~~During the year,~~Among other factors, the funding cost observed in industry ~~slightly~~ decreased from 6.2% in 2016 to 6.1% in 2017 and the ~~risk multiple associated to the Company also decreased~~risk-free rate increased from ~~1.29~~approximately 2.7% in 2016 to ~~1.26~~2.8% in 2017. Nonetheless, these decreases were offset by ~~an increase~~increases in 2017 in the ~~risk free rate which change from 2.70%~~country specific sovereign yields in most of the countries where CEMEX operates. As of December 31, 2016, the discount rates remained almost flat in most cases as compared to ~~2.76%~~the values determined in ~~2017, as~~the previous year.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Analysis of goodwill impairment — continued

well as by overall increases in the sovereign risk rate of the majority of the countries. As of December 31, 2016, the discount rates remained almost flat in most cases as compared to the values determined in 2015. Among other factors, the funding cost observed in industry decreased from 6.9% in 2015 to 6.2% in 2016, and the risk free rate decreased from approximately 3.2% in 2015 to 2.7 % in 2016. Nonetheless, these increases were offset by reductions in 2016 in the country specific sovereign yields in the majority of the countries where CEMEX operates. As of December 31, 2015, the discount rates remained almost flat in most cases as compared to the values determined in previous year. InWith respect to long-term growth rates, following general practice under IFRS, CEMEX uses country specific rates, which are mainly obtained from ~~the~~ Consensus Economics, a compilation of analysts’ ~~forecast~~forecasts worldwide, or from the International Monetary Fund when the ~~first are~~former is not available for a specific country.

In connection with the assumptions included in the table above, CEMEX ~~made~~performed sensitivity analyses to changes in assumptions, affecting the value in use of all groups of CGUs with an independent ~~reasonable~~reasonably possible increase of 1% in thepre-tax discount rate, and an independent possible decrease of 1% in the long-term growth rate. In addition, CEMEX performed cross-check analyses for reasonableness of its results using multiples of Operating EBITDA. ~~In order to~~To arrive at these multiples, which represent a reasonableness check of the discounted cash flow models, CEMEX determined a weighted average multiple of Operating EBITDA to enterprise value observed in the industry and/or in recent mergers and acquisitions in the industry. The average multiple was then applied to a stabilized amount of Operating EBITDA and the result was compared to the corresponding carrying amount for each group of CGUs to which goodwill has been allocated. CEMEX considered an industry weighted average Operating EBITDA multiple of 11.1 times in 2018 and multiple of 9.0 times in 2017 ~~2016~~ and ~~2015. CEMEX’s own Operating EBITDA multiple was 8.5 times in 2017, 8.9 times in 2016 and 8.7 times in 2015.~~2016. The lowest multiple observed in CEMEX’s benchmark was 6.7 times in 2018, 6.5 times in 2017 and 5.9 times in 2016, and ~~5.8~~the highest being 14.9 times in ~~2015, and the highest being~~2018, 18.9 times in 2017 and 18.3 times in ~~2016 and 18.0 times in 2015.~~2016.

As of December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, except for the ~~Operating Segment~~operating segment in Spain described above, in which CEMEX determined an impairment loss of goodwill in 2017, none of the other CEMEX’s sensitivity analyses resulted in a potential impairment risk in CEMEX’s operating segments. CEMEX continually monitors the evolution of the specific CGUs to which goodwill has been allocated that have presented relative goodwill impairment risk in any of the reported periods and, in the event that the relevant economic variables and the related cash flows projections would be negatively affected, it may result in a goodwill impairment loss in the future.

As of December 31, ~~2017~~2018 and ~~2016,~~2017, goodwill allocated to the United States accounted in both years for approximately 78% ~~and 79%~~, ~~respectively,~~ of CEMEX’s total amount of consolidated goodwill. In connection with CEMEX’s determination of value in use relative to its groups of CGUs in the United States in the reported periods, CEMEX has considered several factors, such as the historical performance of such operating segment, including the operating results in recent years, the long-term nature of CEMEX’s investment, the signs of recovery in the construction industry over the last years, the significant economic barriers for new potential competitors considering the high investment required, and the lack of susceptibility of the industry to technology improvements or alternate construction products, among other factors. CEMEX has also considered recent developments in its operations in the United States, such as the decrease inready-mix concrete volumes of approximately 1% in 2017, affected by the hurricanes occurred in Texas and Florida during the year, and the ~~increases~~increase of 1% in 2016, ~~and 13% in 2015,~~ and the increases inready-mix concrete prices of approximately 2% in 2018, 1% in 2017 and 1% in 2016, ~~and 5% in 2015,~~ which are key drivers for cement consumption and CEMEX’s profitability, and which trends are expected to continue over the next few years, as anticipated in CEMEX’s cash flow projections.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

16)	FINANCIAL INSTRUMENTS

16.1)

SHORT-TERM AND LONG-TERM DEBT

As of December 31, 2018 and 2017, ~~and 2016, CEMEX´s~~CEMEX’s consolidated debt summarized by interest rates and currencies, was as ~~follow:~~follows:


		2017									2016									2018									2017
		Short-term			Long-term			Total			Short-term			Long-term			Total			Short-term			Long-term			Total			Short-term			Long-term			Total
Floating rate debt	Ps		7,282			53,389			60,671	Ps		519			64,550			65,069	Ps		262			66,819			67,081	Ps		7,282			53,389			60,671
Fixed rate debt			9,691			123,633			133,324			703			170,466			171,169			621			115,255			115,876			9,691			123,633			133,324

	Ps		16,973			177,022			193,995	Ps		1,222			235,016			236,238	Ps		883			182,074			182,957	Ps		16,973			177,022			193,995

Effective rate¹
Floating rate			6.1	%		3.0	%					9.7	%		4.4	%					7.8	%		3.6	%					6.1	%		3.0	%
Fixed rate			4.8	%		5.7	%					4.4	%		6.5	%					4.2	%		5.6	%					4.8	%		5.7	%


		2017										2016									2018									2017
Currency		Short- term		Long- term		Total		Effective rate¹				Short- term		Long- term		Total		Effective rate¹			Short- term		Long- term		Total		Effective rate¹			Short- term		Long- term		Total		Effective rate¹
Dollars	Ps		6,206		107,508		113,714		5.9	%	Ps		114		179,675		179,789		6.3	%		589		114,696		115,285		5.8	%		6,206		107,508		113,714		5.9	%
Euros			9,705		54,906		64,611		3.5	%			50		55,292		55,342		4.3	%		12		52,368		52,380		3.3	%		9,705		54,906		64,611		3.5	%
Pounds			—		9,141		9,141		2.6	%			—		—		—		—			—		8,631		8,631		2.9	%		—		9,141		9,141		2.6	%
Philippine pesos			—		5,408		5,408		4.6	%			—		—		—		—			52		5,041		5,093		4.6	%		—		5,408		5,408		4.6	%
Pesos			—		—		—		—				648		—		648		4.4	%
Other currencies			1,062		59		1,121		6.2	%			410		49		459		10.2	%		230		1,338		1,568		5.9	%		1,062		59		1,121		6.2	%

	Ps		16,973		177,022		193,995				Ps		1,222		235,016		236,238					883		182,074		182,957					16,973		177,022		193,995

1	In ~~2017~~2018 and ~~2016,~~2017, represents the ~~weighted average~~weighted-average nominal interest rate of the related debt agreements.

As of December 31, 2018 and 2017, ~~and 2016, CEMEX´s~~CEMEX’s consolidated debt summarized by type of instrument, was as follow:

2017 Short-
term Long-
term 2016 Short-
term Long-
term
Bank loans
Bank loans
Loans in foreign countries, 2018 to 2022
Ps 910 5,439
Loans in foreign countries, 2017 to 2022
Ps 261 1,090
Syndicated loans, 2018 to 2020
—   50,132 Syndicated loans, 2017 to 2020 36 57,032

910 55,571 297 58,122

Notes payable

Notes payable

Notes payable in Mexico, 2018
—   —
Notes payable in Mexico, 2017
—   648
Medium-term notes, 2018 to 2026
224 133,949 Medium-term notes, 2017 to 2026 —   173,656
Other notes payable, 2018 to 2025
154 3,187 Other notes payable, 2017 to 2025 173 3,342

378 137,136 173 177,646

Total bank loans and notes payable
1,288 192,707 Total bank loans and notes payable 470 235,768
Current maturities
15,685 (15,685 ) Current maturities 752 (752 )

Ps 16,973 177,022 Ps 1,222 235,016


2018		Short- term		Long- term			2017		Short- term		Long- term
Bank loans							Bank loans
Loans in foreign countries, 2019 to 2024	Ps		614		6,436		Loans in foreign countries, 2018 to 2022	Ps		910		5,439
Syndicated loans, 2020 to 2022			—		62,460		Syndicated loans, 2018 to 2022			—		50,132

			614		68,896					910		55,571

Notes payable							Notes payable
Medium-term notes, 2023 to 2026			—		110,157		Medium-term notes, 2018 to 2026			224		133,949
Other notes payable, 2019 to 2025			140		3,150		Other notes payable, 2018 to 2025			154		3,187

			140		113,307					378		137,136

Total bank loans and notes payable			754		182,203		Total bank loans and notes payable			1,288		192,707
Current maturities			129		(129	)	Current maturities			15,685		(15,685	)

	Ps		883		182,074			Ps		16,973		177,022

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Short-term and long-term debt — continued

As of December 31, ~~2017~~2018 and ~~2016,~~2017, discounts, fees and other direct costs incurred in the issuance of CEMEX’s outstanding notes payable and bank loans for US$8465 and US$84, respectively, ~~adjust~~reduce the balance of notes payable and are amortized to financing expense over the maturity of the related debt ~~instruments.~~instruments under the amortized cost method.

As of December 31, 2018 and 2017, from total debt of Ps182,957 and Ps193,995, respectively, approximately 79% in 2018 and 80% in 2017 was held in the Parent Company, 15% in 2018 and 15% in 2017 was in finance subsidiaries in the Netherlands and the United States, and 6% in 2018 and 5% in 2017 was in other countries.

Changes in consolidated debt for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016 were as follows:


		2017			2016			2015				2018			2017			2016
Debt at beginning of year	Ps		236,238			229,343			205,834		Ps		193,995			236,238			229,343
Proceeds from new debt instruments			93,620			48,748			52,764				43,765			93,620			48,748
Debt repayments			(128,411	)		(85,798	)		(64,237	)			(53,025	)		(131,446	)		(89,792	)
Foreign currency translation and inflation effects			(7,452	)		43,945			34,982
Foreign currency translation and accretion effects													(1,778	)		(4,417	)		47,939

Debt at end of year	Ps		193,995			236,238			229,343		Ps		182,957			193,995			236,238

As of December 31, ~~2017~~2018 and ~~2016,~~2017, as presented in the table above of debt by type of instrument, approximately ~~29%~~38% and ~~25%~~29%, respectively, of CEMEX’s total indebtedness, was represented by bank loans, of which the most significant portion corresponded to those balances under CEMEX’s facilities agreement entered into with 20 financial institutions on July 19, 2017 for an amount in different currencies equivalent to approximately US$4,050 at the origination date (the “2017 Credit Agreement”) ~~which was mainly used to refinance the approximately US$3,680 outstanding under the facilities agreement dated September 29, 2014,~~, as ~~amended several times~~described elsewhere in 2015 and 2016 (the “2014 Credit Agreement”). In addition, as part of CEMEX’s currency diversification in its debt portfolio described in note 16.5, during 2017, CEMEX replaced debt denominated in dollars for US$280 pursuant to the negotiation of a bank loan denominated in Philippine pesos.this note.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Short-term and long-term debt — continued

In addition, as of December 31, 2017 and 2016, as presented in the table above of debt by type of instrument, approximately 71% and 75%, respectively, of CEMEX’s total indebtedness, was represented by notes payable, of which, the most significant portion was long-term in both periods. As of December 31, ~~2017~~2018 and ~~2016, CEMEX’s long-term~~2017,non-current notes payable ~~are~~for Ps113,307 and Ps137,136, respectively, was detailed as follows:

Description
Date of
issuance Issuer^{1, 2} Currency Principal
amount Rate¹ Maturity
Date Repurchased
amount
US$ Outstanding
amount³
US$ 2017 2016
April 2026 Notes⁸
16/Mar/16 CEMEX, S.A.B. de C.V. Dollar 1,000 7.75% 16/Apr/26 —   1,000 Ps   19,568 20,631
July 2025 Notes
02/Apr/03 CEMEX Materials LLC Dollar 150 7.70% 21/Jul/25 —   150 3,061 3,249
March 2025 Notes
03/Mar/15 CEMEX, S.A.B. de C.V. Dollar 750 6.125% 05/May/25 —   750 14,691 15,488
January 2025 Notes
11/Sep/14 CEMEX, S.A.B. de C.V. Dollar 1,100 5.70% 11/Jan/25 (29 ) 1,071 20,988 22,124
December 2024
Notes⁴
05/Dec/17 CEMEX, S.A.B. de C.V. Euro 650 2.75% 05/Dec/24 —   780 15,257 —
June 2024 Notes⁸
14/Jun/16 CEMEX Finance LLC Euro 400 4.625% 15/Jun/24 —   480 9,390 8,665
April 2024 Notes
01/Apr/14 CEMEX Finance LLC Dollar 1,000 6.00% 01/Apr/24 (10 ) 990 18,924 19,886
March 2023 Notes
03/Mar/15 CEMEX, S.A.B. de C.V. Euro 550 4.375% 05/Mar/23 —   660 12,938 11,948
October 2022
Notes⁵^,⁸
12/Oct/12 CEMEX Finance LLC Dollar 1,500 9.375% 12/Oct/22 (1,500 ) —   —   21,738
January 2022 Notes⁵
11/Sep/14 CEMEX, S.A.B. de C.V. Euro 400 4.75% 11/Jan/22 —   480 9,434 8,696
April 2021 Notes⁶
01/Apr/14 CEMEX Finance LLC Euro 400 5.25% 01/Apr/21 (447 ) —   —   8,679
January 2021
Notes⁷^,⁸
02/Oct/13 CEMEX, S.A.B. de C.V. Dollar 1,000 7.25% 15/Jan/21 (659 ) 341 6,606 14,845
December 2019
Notes⁵^,⁷^,⁸
12/Aug/13 CEMEX, S.A.B. de C.V. Dollar 1,000 6.50% 10/Dec/19 (1,000 ) —   —   14,471
October 2018 Variable Notes⁸
02/Oct/13 CEMEX, S.A.B. de C.V. Dollar 500 L+475bps 15/Oct/18 (187 ) 313 6,154 6,485
November 2017 Notes
30/Nov/07 CEMEX, S.A.B. de C.V. Peso 627 4.40% 17/Nov/17 (37 ) —   —   648
Other notes payable
125 93

Ps 137,136 177,646


Description	Date of issuance		Issuer^{1, 2}		Currency		Principal amount		Rate¹			Maturity Date		Repurchased amount US$			Outstanding amount³ US$		2018		2017
April 2026 Notes⁸		16/Mar/16		CEMEX, S.A.B. de C.V.		Dollar		1,000		7.75	%		16/Apr/26		—			1,000		Ps19,575		19,568
July 2025 Notes		02/Apr/03		CEMEX Materials LLC		Dollar		150		7.70	%		21/Jul/25		—			150		3,042		3,061
March 2025 Notes		03/Mar/15		CEMEX, S.A.B. de C.V.		Dollar		750		6.125	%		05/May/25		—			750		14,696		14,691
January 2025 Notes		11/Sep/14		CEMEX, S.A.B. de C.V.		Dollar		1,100		5.70	%		11/Jan/25		(29	)		1,071		20,994		20,988
December 2024 Notes⁷		05/Dec/17		CEMEX, S.A.B. de C.V.		Euro		650		2.75	%		05/Dec/24		—			745		14,572		15,257
June 2024 Notes⁸		14/Jun/16		CEMEX Finance LLC		Euro		400		4.625	%		15/Jun/24		—			458		8,968		9,390
April 2024 Notes		01/Apr/14		CEMEX Finance LLC		Dollar		1,000		6.00	%		01/Apr/24		(10	)		990		18,995		18,924
March 2023 Notes		03/Mar/15		CEMEX, S.A.B. de C.V.		Euro		550		4.375	%		05/Mar/23		—			630		12,356		12,938
October 2022 Notes⁶		12/Oct/12		CEMEX Finance LLC		Dollar		1,500		9.375	%		12/Oct/22		(1,500	)		—		—		—
January 2022 Notes⁴		11/Sep/14		CEMEX, S.A.B. de C.V.		Euro		400		4.75	%		11/Jan/22		(480	)		—		—		9,434
April 2021 Notes⁸		01/Apr/14		CEMEX Finance LLC		Euro		400		5.25	%		01/Apr/21		(480	)		—		—		—
January 2021 Notes^{5, 8}		02/Oct/13		CEMEX, S.A.B. de C.V.		Dollar		1,000		7.25	%		15/Jan/21		(1,000	)		—		—		6,606
December 2019 Notes^{6, 8}		12/Aug/13		CEMEX, S.A.B. de C.V.		Dollar		1,000		6.50	%		10/Dec/19		(1,000	)		—		—		—
October 2018 Variable Notes^5, 8		02/Oct/13		CEMEX, S.A.B. de C.V.		Dollar		500		L+475bps			15/Oct/18		(500	)		—		—		6,154
Other notes payable																				109		125

																			Ps	113,307		137,136

~~In all applicable cases the issuer refers to CEMEX España, S.A. acting through its Luxembourg Branch.~~

The letter “L” included above refers to LIBOR, which represents the London Inter-Bank Offered Rate, variable rate used in international markets for debt denominated in U.S. dollars. As of December 31, ~~2017~~2018 and ~~2016,~~2017,3-Month LIBOR rate was ~~1.6943%~~2.8076% and ~~0.9979%~~1.6943%, respectively. The contraction “bps” means basis points. One hundred basis points equal 1%.

Unless otherwise indicated, all issuances are fully and unconditionally guaranteed by CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V., CEMEX Concretos, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V., New Sunward Holding B.V., CEMEX España, S.A., CEMEX Asia B.V., CEMEX Corp., CEMEX ~~Egyptian~~Africa & Middle East Investments B.V., CEMEX Finance LLC, CEMEX France Gestion, (S.A.S.), CEMEX Research Group AG and CEMEX UK. In March 2018, CEMEX Egyptian Investments ~~II,~~ B.V. ~~and~~changed its legal name to CEMEX ~~Shipping~~Africa & Middle East Investments B.V. ~~originally guaranteed the issuances listed above but were merged into CEMEX España, S.A. on October 3, 2016.~~

3	Presented net of all outstanding notes repurchased and held by CEMEX’s subsidiaries.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Short-term and long-term debt — continued

4	On January 10, 2018, CEMEX completed the purchase of the outstanding amount of the January 2022 Notes for an aggregate principal amount of €400 using available funds from the issuance of the December 2024 Notes by means of an offer communicated on November 28, 2017.

45	In March 2018, CEMEX early redeemed the outstanding amount of the October 2018 Variable Notes and the January 2021 Notes for US$313 and US$341, respectively.

6	In December 2017, CEMEX repurchased the outstanding amount of the December 2019 Notes for an aggregate principal amount of US$611. During September and October 2017, CEMEX repurchased US$1,044 aggregate principal amount of the October 2022 Notes that remained outstanding.

7	On December 5, 2017, CEMEX issued €650 of 2.75% senior secured notes due December 5, 2024 (the “December 2024 Notes”). The proceeds ~~will be~~were used to repay other indebtedness.

In ~~connection with tender offers or the execution of call notice, as applicable, on December 10,~~May 2017, CEMEX repurchased the outstanding amount of the December 2019 Notes for an aggregate principal amount of US$611; and on September 25, 2017, CEMEX repurchased US$701 aggregate principal amount of the October 2022 Notes. The notes of the holders that did not tender in the offer for US$343 were redeemed on October 12, 2017. In addition, on

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Short-term and long-term debt — continued~~

November 28, 2017, CEMEX announced its intention to redeem the total outstanding amount of the January 2022 Notes for an aggregate principal amount of €400 (US$480 or Ps9,432) that would be payable on January 10, 2018 and are presented as current maturities of long-term debt in the statement of financial position as of December 31, 2017 (note 26).

6	~~On May 31, 2017, by means of a tender offer for the April 2021 Notes,~~ CEMEX redeemed the remaining €400 of aggregate principal amount of ~~such notes.~~

7	Onthe April 2021 Notes. Moreover, in February ~~28,~~ 2017, ~~by means of a tender offer,~~ CEMEX repurchased US$385 aggregate principal amount of the January 2021 Notes and US$90 of the December 2019 Notes.

~~During~~ In addition, during 2016, ~~by means of tender offers,~~ using available funds from the issuance of the April 2026 Notes, the June 2024 Notes, the sale of assets and cash flows provided by operating activities, CEMEX completed the purchase of US$~~739 principal amount of the October 2022 Notes, the purchase of US$~~178 principal amount of the October 2018 Variable Notes ~~the purchase of US$219 principal amount of the December 2019 Notes,~~ and ~~the purchase of~~ US$242 principal amount of the January 2021 ~~Notes.~~Notes, among other debt repurchases incurred that year with those resources.

During 2018, 2017 ~~2016~~ and ~~2015,~~2016, as a result of the debt transactions incurred including exchange offers and tender offers to replace and/or repurchase existing debt instruments, CEMEX paid ~~combined~~ premiums, fees and issuance costs for a combined amount of US$51 (Ps1,006), US$251 (Ps4,930), and US$196 (Ps4,061) ~~and US$61 (Ps1,047)~~, respectively, of which US$51 (Ps1,006) in 2018, US$212 (Ps4,160) in 2017 and US$151 (Ps3,129) in 2016, ~~and US$35 (Ps604) in 2015 are~~ associated with the extinguished portion of the exchanged or repurchased notes, ~~and~~ were recognized in the income statement ~~of operations~~ in each year within “Financial expense”. In addition, US$39 (Ps770) in 2017 and US$45 (Ps932) in 2016, ~~and US$26 (Ps443) in 2015,~~ corresponding to issuance costs of new debt and/or the portion of the combined premiums, fees and issuance costs treated as a refinancing of the old instruments, ~~by considering that: a) the relevant economic terms of the old and new notes were not substantially different; and b) the final holders of the new notes were the same of such portion of the old notes;~~ adjusted the carrying amount of the new debt instruments, and are amortized over the remaining term of each instrument. Moreover, proportional fees and issuance costs related to the extinguished debt instruments for US$4 (Ps87) in 2018, US$16 (Ps310) in 2017 and US$37 (Ps767) in 2016 ~~and US$31 (Ps541) in 2015~~ that were pending for amortization were recognized in the income statement ~~of operations~~ of each year as part of “Financial expense.”

The maturities of consolidated long-term debt as of December 31, ~~2017,~~2018, were as follows:


		2017			2018
2019	Ps		30
2020			10,175	Ps		11,523
2021			26,948			23,603
2022			19,594			30,175
2023 and thereafter.			120,275
2023						15,342
2024 and thereafter						101,431

	Ps		177,022	Ps		182,074

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Short-term and long-term debt — continued

As of December 31, ~~2017,~~2018, CEMEX had the following lines of credit, ~~the majority~~ of which, ~~are uncommitted,~~the only commited portion referes to the revolving credit facility, at annual interest rates ranging between ~~1.25%~~0.75% and ~~6.50%~~8.50%, depending on the negotiated currency:


		Lines of credit		Available			Lines of credit		Available
Other lines of credit in foreign subsidiaries	Ps		9,506		7,237	Ps		9,440		7,286
Other lines of credit from banks			9,309		8,169			11,294		8,956
Revolving credit facility								22,303		16,211

	Ps		18,815		15,406	Ps		43,037		32,453

2017 Credit Agreement and 2014 Credit Agreement ~~and Facilities Agreement~~

~~As mentioned above, on~~On July 19, 2017, the Parent Company and certain subsidiaries entered into the 2017 Credit Agreement with 20 financial institutions for an amount in different currencies equivalent to US$4,050 at the origination date, the proceeds from which ~~proceeds~~ were used to refinance in full the US$3,680 then outstanding under the 2014 Credit Agreement and other debt repayments, allowing CEMEX to increase the average life of its syndicated bank debt ~~to approximately 4.3 years~~ with a final maturity in July 2022. All tranches under the 2017 Credit Agreement have substantially the same terms, including an applicable margin over the benchmark interest rate of between 125 to 350 basis points, depending on CEMEX’s consolidated debt ~~leverage ratio;~~Leverage Ratio; and the tranches share the same guarantors and collateral package as the original tranches under the 2014 Credit Agreement and other secured debt obligations of CEMEX. As of December 31, 2018 and 2017, total commitments under the 2017 Credit Agreement included US$2,746, ~~(Ps53,959),~~ €741 ~~(US$889 or Ps17,469),~~and £344, ~~(US$465 or Ps9,137),~~in both years, out of which about US$1,135 ~~(Ps22,303)~~in both years were in a revolving credit facility. All tranches under the 2017 Credit Agreement amortize in five equal semi-annual payments beginning in July 2020, except for the commitments under the revolving credit which have a five-year maturity.

The original proceeds from the 2014 Credit Agreement of US$1,350 were fully used to repay debt under the then existing facilities agreement entered into on September 17, 2012, as amended from time to time (the “Facilities Agreement”). On July 30, 2015, after several repayments under the Facilities Agreement using proceeds from other debt issuances, CEMEX repaid in full the then total amount outstanding of US$1,937 (Ps33,375) under the Facilities Agreement with additional funds from 21 financial institutions, which joined the 2014 Credit Agreement under new tranches, allowing CEMEX to increase the then average life of its syndicated bank debt to approximately 4 years as of such date. On November 30, 2016, CEMEX prepaid US$373 (Ps7,729) corresponding to the September 2017 amortization under the 2014 Credit Agreement and agreed with the lenders to exchange current funded commitments for US$664 maturing in 2018 into the revolving facility, maintaining their original amortization schedule and the same terms and conditions.

As of December 31, 2016, total commitments under the 2014 Credit Agreement included US$2,826 (Ps58,555) and €746 (US$785 or Ps16,259), out of which about US$1,413 (Ps29,277) were in a revolving credit facility. Considering all commitments, the amortization profile was of US$783 in 2018, US$883 in 2019 and US$1,096 in 2020.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~2017 Credit Agreement, 2014 Credit Agreement and Facilities Agreement — continued~~

All tranches under the 2017 Credit Agreement have substantially the same terms, including an applicable margin over LIBOR or EURIBOR, as applicable, of between 125 to 350 basis points, depending on the ~~leverage ratio~~Leverage Ratio (as defined below) of CEMEX, as follows:


Consolidated ~~leverage ratio~~Leverage Ratio		Applicable margin
> = 5.50x		350 bps
< 5.00x > 4.50x		300 bps
< 4.50x > 4.00x		250 bps
< 4.00x > 3.50x		212.5 bps
< 3.50x > 3.00x		175 bps
< 3.00x > 2.50x		150 bps
< 2.50x		125 bps

The 2017 Credit Agreement also modified the consolidated ~~leverage ratio~~Leverage Ratio and consolidated ~~coverage ratio~~Coverage Ratio limits as described below in the financial covenants section.

The balance of debt under the 2017 Credit Agreement and previously under the 2014 Credit Agreement is guaranteed by CEMEX México, S.A. de C.V., CEMEX Concretos, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V., New Sunward Holding B.V., CEMEX España, S.A., CEMEX Asia B.V., CEMEX Corp., CEMEX

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

2017 Credit Agreement and 2014 Credit Agreement — continued

Africa & Middle East Investments B.V., CEMEX Finance LLC, CEMEX France Gestion, (S.A.S.), CEMEX Research Group AG and CEMEX UK. In addition, the debt under these agreements (together with all other senior capital markets debt issued or guaranteed by CEMEX, and certain other preceding facilities) is also secured by a first-priority security interest in: (a) substantially all the shares of CEMEX México, S.A. de C.V., CEMEX Operaciones México, S.A. de C.V, New Sunward Holding B.V., CEMEX Trademarks Holding Ltd. and CEMEX España, S.A. (the “Collateral”); and (b) all proceeds of such Collateral.

For the years ended December 31, 2018, 2017 and 2016, under both the 2017 Credit Agreement and the 2014 Credit Agreement, CEMEX was required to comply with the following thresholds: (a) the aggregate amount allowed for capital expenditures cannot exceed US$1,000 per year excluding certain capital expenditures, and, joint venture investments and acquisitions by CHP and its subsidiaries and CLH and its subsidiaries, which capital expenditures, joint venture investments and acquisitions at any time then incurred are subject to a separate aggregate limit for each of CHP and CLH of US$500 (or its equivalent); and (b) the amounts allowed for permitted acquisitions and investments in joint ventures cannot exceed US$400 per year. Nonetheless, such limitations do not apply if capital expenditures or acquisitions do not exceed free cash flow generation or are funded with proceeds from equity issuances or asset ~~disposals proceeds.~~

The debt under the 2017 Credit Agreement and previously under the 2014 Credit Agreement is guaranteed by CEMEX México, S.A. de C.V., CEMEX Concretos, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V., New Sunward Holding B.V., CEMEX España, S.A., CEMEX Asia, B.V., CEMEX Corp., CEMEX Egyptian Investments, B.V., CEMEX Finance LLC, CEMEX France Gestion, (S.A.S.), CEMEX Research Group AG and CEMEX UK. In addition, the debt under such agreements (together with all other senior capital markets debt issued or guaranteed by CEMEX, and certain other precedent facilities) is also secured by a first-priority security interest in: (a) substantially all the shares of CEMEX México, S.A. de C.V., CEMEX Operaciones México, S.A. de C.V, New Sunward Holding B.V., CEMEX Trademarks Holding Ltd. and CEMEX España, S.A. (the “Collateral”); and (b) all proceeds of such Collateral. CEMEX Egyptian Investments II, B.V. and CEMEX Shipping, B.V. originally guaranteed the 2014 Credit Agreement but were merged into CEMEX España, S.A. in October 2016.disposals.

In addition to the restrictions mentioned above, and subject in each case to the permitted negotiated amounts and other exceptions, CEMEX is also subject to a number of negative covenants that, among other things, restrict or limit its ability to: (i) create liens; (ii) incur additional debt; (iii) change CEMEX’s business or the business of any obligor or material subsidiary (in each case, as defined in the 2017 Credit Agreement); (iv) enter into mergers; (v) enter into agreements that restrict its subsidiaries’ ability to pay dividends or repay intercompany debt; (vi) acquire assets; (vii) enter into or invest in joint venture agreements; (viii) dispose of certain assets; (ix) grant additional guarantees or indemnities; (x) declare or pay cash dividends or make share redemptions

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~2017 Credit Agreement, 2014 Credit Agreement and Facilities Agreement — continued~~

while the Leverage Ratio remains above 4.0 times; and (xi) enter into speculative derivatives transactions. The 2017 Credit Agreement contains ~~a number of~~several affirmative covenants that, among other things, require CEMEX to provide periodic financial information to its lenders. However, a number of those covenants and restrictions will automatically cease to apply or become less restrictive if CEMEX so elects when: (i) CEMEX’s Leverage Ratio (as defined hereinafter) for the two most recently completed quarterly testing periods is less than or equal to 3.75 times; and (ii) no default under the 2017 Credit Agreement is continuing. At that point the Leverage Ratio must not exceed 3.75 times. Restrictions that will cease to apply when CEMEX satisfies such conditions include the capital expenditure limitations mentioned above and several negative covenants, including limitations on CEMEX’s ability to declare or pay cash dividends and distributions to shareholders, limitations on CEMEX’s ability to repay existing financial indebtedness, certain asset sale restrictions, and restrictions on exercising call options in relation to any perpetual bonds CEMEX issues. At such time, several baskets and caps relating to negative covenants will also increase, including permitted financial indebtedness, permitted guarantees and limitations on liens. However, CEMEX cannot assure that it will be able to meet the conditions for these restrictions to cease to apply prior to the final maturity date under the 2017 Credit Agreement.

In addition, the 2017 Credit Agreement, and previously the 2014 Credit Agreement, contains events of default, some of which may occur and are outside of CEMEX’s control such as expropriation, sequestration and availability of foreign exchange. As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX was not aware of any event of default. CEMEX cannot assure that in the future it will be able to comply with the restrictive covenants and limitations contained in the 2017 Credit Agreement. CEMEX’s failure to comply with such covenants and

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

2017 Credit Agreement and 2014 Credit Agreement — continued

limitations could result in an event of default, which could materially and adversely affect CEMEX’s business and financial condition.

Financial Covenants

The 2017 Credit Agreement and previously the 2014 Credit Agreement requires CEMEX ~~the compliance~~to comply with financial ratios, which mainly include: a) the consolidated ratio of debt to Operating EBITDA (the “Leverage Ratio”); and b) the consolidated ratio of Operating EBITDA to interest expense (the “Coverage Ratio”). These financial ratios are calculated according to the formulas established in the debt contracts using the consolidated amounts under IFRS.

As of December 31, ~~2017,~~2018, CEMEX must comply with a Coverage ~~ratio~~Ratio and a Leverage ~~ratio~~Ratio for each period of four consecutive fiscal quarters as follows:


Period	Coverage ~~ratio~~Ratio		Period	Leverage ~~ratio~~Ratio
For the period ending on December 31, ~~2017~~2018 up to and including the period ending on March 31, 2020		> = 2.50	For the period ending on December 31, ~~2017~~2018 up to and including the period ending on March 31, ~~2018~~ 2019		< = ~~5.25~~4.75
			For the period ending on June 30, ~~2018~~2019 up to and including the period ending on ~~September 30, 2018~~ March 31, 2020		< = ~~5.00~~4.50
For the period ending on June 30, 2020 and each subsequent reference period		> = 2.75	~~For the period ending on December 31, 2018 up to and including the period ending on March 31, 2019~~		~~< = 4.75~~
			~~For the period ending on June 30, 2019 up to and including the period ending on March 31, 2020~~		~~< = 4.50~~
			For the period ending on June 30, 2020 and each subsequent reference period		< = 4.25

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Financial Covenants — continued~~

CEMEX’s ability to comply with these ratios may be affected by economic conditions and volatility in foreign exchange rates, as well as by overall conditions in the financial and capital markets. For the compliance periods ended as of December 31, 2018, 2017 and 2016, ~~and 2015, taking into account~~under the 2017 Credit Agreement and the 2014 Credit Agreement, as applicable, ~~CEMEX was in compliance with~~ the ~~financial covenants imposed by its debt contracts. The~~ main consolidated financial ratios ~~as of December 31, 2017, 2016 and 2015~~ were as follows:

      Consolidated financial ratios
      2017    2016    2015
Leverage ratio^{1, 2}
   Limit    < = 5.25    < = 6.00    < = 6.00
   Calculation    3.85    4.22    5.21






Coverage ratio³
   Limit    > = 2.50    > = 1.85    > = 1.85
   Calculation    3.46    3.18    2.61


		Consolidated financial ratios
		2018		2017		2016
Leverage Ratio^{1, 2}	Limit		< = 4.75		< = 5.25		< = 6.00
	Calculation		3.84		3.85		4.22

Coverage Ratio³	Limit		> = 2.50		> = 2.50		> = 1.85
	Calculation		4.41		3.46		3.18

The ~~leverage ratio~~Leverage Ratio is calculated in pesos by dividing “Funded debt” by pro forma Operating EBITDA for the last twelve months as of the calculation date. Funded debt equals debt, as reported in the statement of financial position, excluding finance leases, components of liability of convertible subordinated notes, plus perpetual debentures and guarantees, plus or minus the fair value of derivative financial instruments, as applicable, among other adjustments.

Pro forma Operating EBITDA represents, all calculated in pesos, Operating EBITDA for the last twelve months as of the calculation date, plus the portion of Operating EBITDA referring to such twelve-month period of any significant acquisition made in the period before its consolidation in CEMEX, minus Operating EBITDA referring to such twelve-month period of any significant disposal that had already been liquidated.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Financial Covenants — continued

The ~~coverage ratio~~Coverage Ratio is calculated in pesos using the amounts from the financial statements, by dividing the pro forma Operating EBITDA by the financial expense for the last twelve months as of the calculation date. Financial expense includes interest accrued on the perpetual debentures.

CEMEX will classify all of its outstanding debt as current debt in its statement of financial position if: 1) as of any measurement date CEMEX fails to comply with the aforementioned financial ratios; or 2) the cross default clause that is part of the 2017 Credit Agreement is triggered by the provisions contained therein; 3) as of any date prior to a subsequent measurement date CEMEX expects not to be in compliance with such financial ratios in the absence of: a) amendments and/or waivers covering the next succeeding 12 months; b) high probability that the violation will be cured during any agreed upon remediation period and be sustained for the next succeeding 12 months; and/or c) a signed refinancing agreement to refinance the relevant debt on a long-term basis. Moreover, concurrent with ~~the aforementioned~~such classification of debt ~~in the~~as short-term, the noncompliance of CEMEX with the financial ratios agreed upon pursuant to the 2017 Credit Agreement or, in such event, the absence of a waiver of compliance or a negotiation thereof, after certain procedures upon CEMEX’s lenders’ request, they would call for the acceleration of payments due under the 2017 Credit Agreement. That scenario ~~will~~would have a material adverse effect on CEMEX’s operating results, liquidity ~~capital resources and~~or financial position.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

16.2)

OTHER FINANCIAL OBLIGATIONS

As of December 31, ~~2017~~2018 and ~~2016,~~2017, other financial obligations in the consolidated statement of financial position are detailed as follows:


		2017							2016							2018							2017
		Short-term		Long-term		Total			Short-term		Long-term		Total			Short-term		Long-term		Total			Short-term		Long-term		Total
I. Convertible subordinated notes due 2020	Ps		—		9,985		9,985	Ps		—		10,417		10,417	Ps		—		10,097		10,097	Ps		—		9,985		9,985
II. Convertible subordinated notes due 2018			7,115		—		7,115			—		13,575		13,575			—		—		—			7,115		—		7,115
III. Mandatorily convertible securities 2019			323		371		694			278		689		967
III. Mandatorily convertible securities due 2019																	374		—		374			323		371		694
IV. Liabilities secured with accounts receivable			11,313		—		11,313			11,095		—		11,095			11,770		—		11,770			11,313		—		11,313
V. Finance leases			611		2,503		3,114			285		1,291		1,576			595		1,931		2,526			611		2,503		3,114

	Ps		19,362		12,859		32,221	Ps		11,658		25,972		37,630	Ps		12,739		12,028		24,767	Ps		19,362		12,859		32,221

Financial instruments convertible into CEMEX’s shares contain components of liability and equity, which are recognized differently depending upon the currency in which the instrument is denominated and the functional currency of the issuer (note 2.6).

I.	Optional convertible subordinated notes due 2020

During 2015, the Parent Company issued US$521 aggregate principal amount of 3.72% convertible subordinated notes due in March 2020 (the “2020 Convertible Notes”)~~. The 2020 Convertible Notes were issued: a) US$200~~ as a result of ~~the exercise in March 13, 2015~~exchanges or settlements of US$200 notional amount of Contingent Convertible Units (“CCUs”) (described below), and b) US$321 as a result of the exchange with certain investors in May 2015, which together with early conversions, resulted in settlement of US$626 aggregate principal amount of 3.25%other convertible subordinated notes due in 2016 (the “2016 Convertible Notes”) held by such investors and the issuance and delivery by the Parent Company of an estimated 42 million ADSs, which included a number of additional ADSs issued to the holders as~~non-cash~~ ~~inducement premiums.~~notes. The 2020 Convertible Notes, which are subordinated to all of CEMEX’s liabilities and commitments, are convertible into a fixed number of the Parent Company’s ADSs at any time at the holder’s election and are subject to antidilution adjustments. The difference at the exchange date between the fair value of the 2016 Convertible Notes and the 42 million ADSs against the fair value of the 2020 Convertible Notes represented a loss of Ps365 recognized in 2015 as part of “Financial income and other items, net”. The aggregate fair value of the conversion option as of the issuance dates which amounted to Ps199 was recognized in other equity reserves. As of December 31, 2017 and 2016, the conversion price per ADS was approximately 11.01 dollars and 11.45 dollars, respectively. After antidilution adjustments, the conversion rate as of December 31, 2017 and 2016 was 90.8592 ADS and 87.3646 ADS per each 1 thousand dollars principal amount of such notes, respectively.

In October 2014, in connection with US$204 remaining principal amount of 4.875% Optional Convertible Subordinated Notes due in March 2015 (the “2015 Convertible Notes”), the Parent Company issued US$200 notional amount of CCUs at an annual rate of 3.0% on the notional amount, by means of which, in exchange for coupon payments, CEMEX secured the refinancing for any of the 2015 Convertible Notes that would mature without conversion up to US$200 of the principal amount. Pursuant to the CCUs, holders invested the US$200 in U.S. treasury bonds, and irrevocably agreed to apply such investment in March 2015, if necessary, to subscribe new convertible notes of the Parent Company for up to US$200. In March 2015, CEMEX exercised the CCUs, issued US$200 principal amount of the 2020 Convertible Notes to the holders of the CCUs and repaid the US$204 remaining principal amount of the 2015 Convertible Notes.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Optional convertible subordinated notes due 2020 — continued

issuance dates which amounted to Ps199 was recognized in “Other equity reserves.” As of December 31, 2018 and 2017, the conversion price per ADS for the 2020 Convertible Notes was approximately 11.01 dollars in both years. After antidilution adjustments, the conversion rate for the 2020 Convertible Notes as of December 31, 2018 and 2017 was 90.8592 ADS per each 1 thousand dollars principal amount of such notes in both years.

II.	Optional convertible subordinated notes due in ~~2016 and~~ 2018

On March 15, 2011, the Parent Company closed the offering of ~~US$978 principal amount of the 2016 Convertible Notes and~~ US$690 principal amount of 3.75% convertible subordinated notes due in 2018 (the “2018 Convertible Notes”). The notes were subordinated to all of CEMEX’s liabilities and commitments. The notes ~~are~~were convertible into a fixed number of the Parent ~~Company’s~~Company ADSs and are subject to antidilution adjustments. ~~After the exchange of notes described in the paragraph above, the US$352 of the 2016 Convertible Notes that remained outstanding, were repaid in cash at their maturity on March 15, 2016.~~ On June 19, 2017, the Parent Company agreed with certain institutional holders on the early conversion of US$325 of the 2018 Convertible Notes in exchange for the issuance of approximately 43 million ADSs, which included the number of additional ADSs issued to the holders asnon-cash inducement premiums. As a result of the early conversion, the liability component of the converted notes of Ps5,468 was reclassified from other financial obligations to other equity reserves. In addition, the Parent Company increased common stock for Ps4 and additionalpaid-in capital for Ps7,059 against other equity reserves, and recognized expense for the inducement premiums paid in shares of Ps769, recognized within “Financial income and ~~others~~other items, ~~net.”~~net” in the income statement for 2017. AsAfter the early conversion of ~~December 31, 2017 and 2016,~~notes described above, the ~~conversion price per ADS~~US$365 of the ~~notes then~~2018 Convertible Notes that remained outstanding, was approximately 8.57 dollars and 8.92 dollars, respectively. After antidilution adjustments, the conversion rate as of December 31, 2017 and 2016 was 116.6193 ADS and 112.1339 ADS, respectively, per each 1 thousand dollars principal amount of such notes.were repaid in cash at their maturity on March 15, 2018. Concurrent with the offering of the ~~2016 and~~ 2018 Convertible Notes, a portion of the net proceeds from this transaction ~~were~~was used ~~by CEMEX~~ to fund the purchase of capped call options, which, when purchased, were generally expected to reduce the potential dilution cost to CEMEX upon the potential conversion of such notes (note 16.4).

III.	Mandatorily convertible securities due in 2019

In December 2009, the Parent Company exchanged debt into US$315 principal amount of 10% mandatorily convertible securities in pesos with maturity in 2019 (the “2019 Mandatorily Convertible Securities”). Reflecting antidilution adjustments, the notes will be converted at maturity or earlier if the price of the CPO reaches Ps26.22 into approximately 236 million CPOs at a conversion price of Ps17.48 per CPO. Holders have an option to voluntarily convert their securities on any interest payment date into CPOs. The conversion option embedded in these securities is treated as a stand-alone derivative liability at fair value through the statement of operations (note 16.4).

IV.	Liabilities secured with accounts receivable

As mentioned in note 9, as of December 31, ~~2017~~2018 and ~~2016,~~2017, in connection with CEMEX’s sale of trade ~~receivables sold~~accounts receivable under ~~CEMEX’s outstanding~~securitization programs and/or factoring programs with recourse, the funded amounts of such receivables sold are recognized in “Other financial obligations” in the statement of financial position.

V.	Finance leases

CEMEX has several operating and administrative assets, including buildings and mobile equipment, under finance lease contracts. Future payments associated with these contracts are presented in note 23.5.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

16.3)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial assets and liabilities

The carrying amounts of cash, trade accounts receivable, other accounts receivable, trade accounts payable, other accounts payable and accrued expenses, as well as short-term debt, approximate their corresponding estimated fair values due to the short-term maturity and revolving nature of these financial assets and liabilities. ~~Cash equivalents and certain long-term investments are recognized at fair value, considering to the extent available, quoted market prices for the same or similar instruments.~~

The estimated fair value of ~~CEMEX´s~~CEMEX’s long-term debt is level 2 and is either based on estimated market prices for such or similar instruments, considering interest rates currently available for CEMEX to negotiate debt with the same maturities, or determined by discounting future cash flows using market-based interest rates currently available to CEMEX. ~~As of December 31, 2017 and 2016, the carrying amounts of financial assets and liabilities and their respective fair values were as follows:~~

2017 2016
Carrying
amount Fair value Carrying
amount Fair value
Financial assets

Derivative instruments (notes 13.2 and 16.4)
Ps 794 794 Ps 1,900 1,900
Other investments andnon-current accounts receivable (note 13.2)
4,964 4,964 5,220 5,220

Ps 5,758 5,758 Ps 7,120 7,120

Financial liabilities

Long-term debt (note 16.1)
Ps 177,022 184,220 Ps 235,016 241,968
Other financial obligations (note 16.2)
12,859 13,381 25,972 27,419
Derivative instruments (notes 16.4 and 17)
402 402 818 818

Ps 190,283 198,003 Ps 261,806 270,205

~~Fair Value Hierarchy~~

~~As of December 31, 2017 and 2016, assets and liabilities carried at fair value in the consolidated statements of financial position are included in the following fair value hierarchy categories:~~

2017       Level 1    Level 2    Level 3    Total
Assets measured at fair value

Derivative instruments (notes 13.2 and 16.4)
   Ps    —      794    —      794
Investmentsavailable-for-sale (note 13.2)
      275    —      —      275
Investments held for trading (note 13.2)
      —      77    —      77








   Ps    275    871    —      1,146








Liabilities measured at fair value

Derivative instruments (notes 16.4 and 17)
   Ps    —      402    —      402

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Fair Value Hierarchy — continued~~

2016       Level 1    Level 2    Level 3    Total
Assets measured at fair value

Derivative instruments (notes 13.2 and 16.4)
   Ps    —      1,900    —      1,900
Investmentsavailable-for-sale (note 13.2)
      491    —      —      491
Investments held for trading (note 13.2)
      —      157    —      157








   Ps    491    2,057    —      2,548








Liabilities measured at fair value

Derivative instruments (notes 16.4 and 17)
   Ps    —      818    —      818

~~16.4)~~

~~DERIVATIVE FINANCIAL INSTRUMENTS~~

During the reported periods, in compliance with the guidelines established by its Risk Management Committee, the restrictions set forth by its debt agreements and its hedging strategy (note 16.5), CEMEX held derivative instruments, with the objectives of, as the case may be of: a) changing the risk profile or fixed the price of fuels and electric energy; b) foreign exchange hedging; c) hedge of forecasted transactions; and d) other corporate purposes. As of December 31, 2017 and 2016, the notional amounts and fair values of CEMEX’s derivative instruments were as follows:

   2017 2016
(U.S. dollars millions)    Notional
amount    Fair value Notional
amount    Fair value
I. Net investment hedge
   US$ 1,160    47 —      —
II. Foreign exchange forwards related to forecasted transactions
   381    3 80    —
III. Equity forwards on third party shares
   168    7 —      —
IV. Interest rate swaps
   137    16 147    23
V. Fuels price hedging
   72    20 77    15
VI. 2019 Mandatorily Convertible Securities and options on the Parent Company’s own shares
   —      (20 ) 576    26






   US$ 1,918    73 880    64

The fair values determined by CEMEX for its derivative financial instruments are ~~Level~~level 2. There is no direct measure for the risk of CEMEX or its counterparties in connection with the derivative instruments. Therefore, the risk factors applied for CEMEX’s assets and liabilities originated by the valuation of such derivatives were extrapolated from publicly available risk discounts for other public debt instruments of CEMEX and its counterparties.

The caption “Financial income and other items, net” includes gains and losses related to the recognition of changes in fair values of the derivative instruments during the applicable period and that represented net gains of US$9 (Ps161) in 2017, net gains of US$17 (Ps317) in 2016 and net losses of US$173 (Ps2,981) in 2015, respectively.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Derivative financial instruments — continued~~

The estimated fair value of derivative instruments fluctuates over time and is determined by measuring the effect of future relevant economic variables according to the yield curves shown in the market as of the reporting date. These values should be analyzed in relation to the fair values of the underlying transactions and as part of CEMEX’s overall exposure attributable to fluctuations in interest rates and foreign exchange rates. The notional amounts of derivative instruments do not represent amounts of cash exchanged by the parties, and consequently, there is no direct measure of CEMEX’s exposure to the use of these derivatives. The amounts exchanged are determined ~~based~~ on the basis of the notional amounts and other terms included in the derivative instruments.

As of December 31, 2018 and 2017, the carrying amounts of financial assets and liabilities and their respective fair values were as follows:


		2018					2017
		Carrying amount		Fair value			Carrying amount		Fair value
Financial assets
Derivative instruments (notes 13.2 and 16.4)	Ps		297		297	Ps		794		794
Other investments andnon-current accounts receivable (note 13.2)			4,974		4,974			4,964		4,964

	Ps		5,271		5,271	Ps		5,758		5,758

Financial liabilities
Long-term debt (note 16.1)	Ps		182,074		179,740	Ps		177,022		184,220
Other financial obligations (note 16.2)			12,028		11,924			12,859		13,381
Derivative instruments (notes 16.4 and 17)			406		406			402		402

	Ps		194,508		192,070	Ps		190,283		198,003

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Fair Value Hierarchy

As of December 31, 2018 and 2017, assets and liabilities carried at fair value in the consolidated statements of financial position are included in the following fair value hierarchy categories:


2018		Level 1		Level 2		Level 3		Total
Assets measured at fair value
Derivative instruments (notes 13.2 and 16.4)	Ps		—		297		—		297
Investments in strategic equity securities (note 13.2)			217		—		—		217
Other investments at fair value through earnings (note 13.2)			—		428		—		428

	Ps		217		725		—		942

Liabilities measured at fair value
Derivative instruments (notes 16.4 and 17)	Ps		—		406		—		406


2017		Level 1		Level 2		Level 3		Total
Assets measured at fair value
Derivative instruments (notes 13.2 and 16.4)	Ps		—		794		—		794
Investments in strategic equity securities (note 13.2)			275		—		—		275
Other investments at fair value through earnings (note 13.2)			—		441		—		441

	Ps		275		1,235		—		1,510

Liabilities measured at fair value
Derivative instruments (notes 16.4 and 17)	Ps		—		402		—		402

16.4)

DERIVATIVE FINANCIAL INSTRUMENTS

As of December 31, 2018 and 2017, the notional amounts and fair values of CEMEX’s derivative instruments were as follows:


		2018					2017
		Notional amount		Fair value			Notional amount		Fair value
I. Net investment hedge	US$		1,249		2			1,160		47
II. Foreign exchange forwards related to forecasted transactions			—		—			381		3
III. Equity forwards on third party shares			111		2			168		7
IV. Interest rate swaps			1,126		(8	)		137		16
V. Fuel price hedging			122		(14	)		72		20
VI. 2019 Mandatorily Convertible Securities			—		(1	)		—		(20	)

	US$		2,608		(19	)		1,918		73

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Derivative financial instruments — continued

The caption “Financial income and other items, net” includes gains and losses related to the recognition of changes in fair values of the derivative instruments during the applicable period and that represented net gains of US$38 (Ps692) in 2018, net gains of US$9 (Ps161) in 2017 and net gains of US$17 (Ps317) in 2016.

I.	Net investment hedge

~~During March~~As of December 31, 2018 and 2017, ~~CEMEX began the implementation of a long-term~~there are US$/MXP foreign exchange forward contracts under a program ~~which notional amount is~~ planned to be up to US$1,250, with monthly revolving settlement dates from 1 to 24 months. The average life of these contracts ~~will be~~is approximately one year. ~~As of December 31, 2017, there are forward contract with a notional amount of US$1,160.~~ For accounting purposes under IFRS, CEMEX has designated this program as a hedge of CEMEX’s net investment in Mexican pesos, pursuant to which changes in fair market value of these instruments are recognized as part of other comprehensive income in equity. For the ~~year ended December 31,~~years 2018 and 2017, these contracts generated losses of US$59 (Ps1,157) and gains of US$6 (Ps110)., respectively.

II.	Foreign exchange forwards related to forecasted transactions

As of December 31, 2017, CEMEX held US$/Euro foreign exchange forward contracts maturing inon January 10, 2018, negotiated to maintain the ~~Euro~~euro value of a portion of ~~the 2024 December Notes issued in Euros during December 2017, after converting a portion of these~~ proceeds from debt issuances maintained in U.S. ~~dollar~~dollars that were used to ~~settle other indebtedness~~repurchase debt denominated in ~~dollars in December 2017, but as the final use of these proceeds was projected to be the settlement of other indebtedness in Euros during 2018~~euros (note 16.1). In addition, ~~as of December 31, 2016,~~in February 2017 CEMEX ~~held~~settled US$/MXP foreign exchange forward contracts ~~maturing in February 2017,~~ negotiated to hedge the U.S. dollar value of the proceeds from the expected sale of pumping assets in Mexico (note 4.3). For the years ~~ended December 31,~~2018, 2017 and 2016, ~~and 2015,~~ the aggregate results of these instruments, ~~related to forecasted transactions,~~ including the effects resulting from positions entered and settled during the year, generated losses of US$1 (Ps21) in 2018, losses of US$17 (Ps337) in 2017 and gains of US$10 (Ps186) in 2016, ~~and gains of US$26 (Ps448) in 2015,~~ recognized within “Financial income and other items, net” in the income statement.

III.	Equity forwards on third party shares

As of December 31, 2018 and 2017, CEMEX maintained equity forward contracts with cash settlement in March 2020 and March 2019, respectively, over the price of 20.9 million shares of GCC in 2018 and 31.5 million in 2017, in connection with the ~~definitive~~ sale of CEMEX’s remaining GCC shares in September 2017 ~~to two financial institutions which hold all corporate rights and control the aforementioned shares~~ (note 13.1),. During 2018, CEMEX ~~negotiated equity forward~~early settled a portion of these contracts ~~to be settled in cash maturing in March 2019 over the price of approximately 31.4~~for 10.6 million ~~GCC~~ shares. ~~During 2017, changes~~Changes in the fair value of these instruments and early settlement effects generated gains of US$25 (Ps436) in 2018 and losses of US$24 (Ps463) in 2017 recognized within “Financial income and other items, net” in the income statement.

In addition, until October ~~2015,~~2016, CEMEX maintained a forward contract over the price of 59.5 million CPOs of Axtel ~~a Mexican telecommunications company traded~~in connection with the Company’s investment at fair value through the income statement (note 13.2). Changes in the ~~MSE, announced its merger with Alestra,~~fair value of this instrument generated a ~~Mexican entity provider~~loss of ~~information technology solutions~~US$2 (Ps30) in 2016 recognized within “Financial income and ~~member~~other items, net” in the income statement.

IV.	Interest rate swap contracts

As of ~~Alfa Group,~~December 31, 2018, CEMEX held interest rate swaps for a notional amount of US$1,000 the fair value of which ~~was effective beginning February 15, 2016. In connection with this announcement, considering that upon completion~~represented a liability of US$19 (Ps373), negotiated in June 2018 to fix interest payments of existing bank loans bearing floating rates. The contracts mature in June 2023. For accounting purposes under IFRS, CEMEX designated these contracts as cash flow hedges, pursuant to which, changes in fair value are initially recognized as part of other comprehensive income in equity and are subsequently recycled through financial expense as interest expense on the ~~merger any shares~~related bank loans is accrued. For the year 2018, changes in fair value of ~~Axtel would be exchanged proportionately according to~~these contracts generated losses of US$19 (Ps364) in the ~~new ownership interests~~income statement.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~Equity forwards on third party shares~~Interest rate swap contracts — continued

for shares in the new merged entity that remained public, the business outlook of such new entity and that CEMEX held an existing investment in Axtel prior to the merger, on January 6, 2016, CEMEX settled in cash a forward contract it maintained over the price of 59.5 million CPOs of Axtel maturing in October 2016 and received US$4, net of transaction costs. In a separate transaction, CEMEX purchased in the market 59.5 million CPOs of Axtel and increased its existing investment in Axtel as part of CEMEX’s investments available for sale (note 13.2). Changes in the fair value of this instrument generated losses of US$2 (Ps30) in 2016 and gains of US$15 (Ps258) in 2015, recognized in the income statement for each period.

~~IV.~~

~~Interest rate swap contracts~~

As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX had an interest rate swap for a notional amount of US$126 and US$137, respectively, maturing in September 2022 associated with an agreement entered ~~into~~ by CEMEX for the acquisition of electric energy in Mexico, ~~which~~the fair value of which represented assets of US$11 (Ps216) and US$16 (Ps314) ~~and US$23 (Ps477)~~, respectively. Pursuant to this instrument, during the tenure of the swap and based on its notional amount, CEMEX ~~will receive a~~receives fixed rate of 5.4% and ~~will pay~~pays LIBOR. Changes in the fair value of this interest rate swap generated losses of US$6 (Ps114) in 2018, US$6 (Ps114) in 2017 and US$6 (Ps112) in 2016, ~~and US$4 (Ps69) in 2015,~~ recognized in the income statement for each period.

V.	Fuel price hedging

As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX maintained forward contracts negotiated to hedge the price of certain fuels, including diesel, gas and coal, as solid fuel, in several ~~countries~~operations for aggregate notional amounts of US$~~46 (Ps904)~~122 (Ps2,398) and US$~~44 (Ps912)~~72 (Ps1,415), respectively, with an estimated aggregate fair value representing ~~assets~~liabilities of US$~~10 (Ps197)~~14 (Ps275) in ~~2017~~2018 and assets of US$~~7 (Ps145)~~20 (Ps394) in ~~2016.~~2017. By means of these contracts, for its own consumption only, CEMEX fixed the price of ~~diesel~~these fuels over certain ~~volume~~volumes representing a portion of the estimated consumption of such ~~fuel~~fuels in several operations. These contracts have been designated as cash flow hedges of diesel, fuel consumption, and as such, changes in fair value are recognized temporarily through other comprehensive income and are recycled to operating expenses as the related diesel volumes are consumed. For the years 2017, 2016 and 2015, changes in fair value of these contracts recognized in other comprehensive income represented gains of US$3 (Ps57), gains of US$7 (Ps145) and losses of US$3 (Ps52), respectively.

In addition, as of December 31, 2017 and 2016, CEMEX held forward contracts negotiated to hedge the price of coal, as solid fuel, for an aggregate notional amount of US$26 (Ps511) and US$33 (Ps684), respectively and an estimated fair value representing assets of US$10 (Ps197) in 2017 and assets of US$8 (Ps166) in 2016. By means of these contracts, for own consumption only, CEMEX fixed the price of coal over certain volume representing a portion of the estimated coal consumption in CEMEX’s applicable operations. These contracts have been designated as cash flow hedges ofgas or coal consumption, and as such, changes in fair value are recognized temporarily through other comprehensive income and are recycled to operating expenses as the related ~~coal~~fuel volumes are consumed. For the years 2018, 2017 and 2016, changes in fair value of these contracts recognized in other comprehensive income represented losses of US$35 (Ps697), gains of US$~~1 (Ps19)~~4 (Ps76) and gains of US$~~8 (Ps166)~~15 (Ps311), respectively.

VI.	2019 Mandatorily Convertible Securities and options on the Parent Company’s own shares

In connection with the 2019 Mandatorily Convertible Securities (note 16.2); considering that the securities are denominated in pesos and the functional currency of the Parent Company’s division that issued the securities is the dollar (note 2.4), CEMEX separated the conversion option embedded in such instruments and recognized it at

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~2019 Mandatorily Convertible Securities and options on the Parent Company’s own shares — continued~~

fair value through the income statement, which as of December 31, ~~2017~~2018 and ~~2016,~~2017, resulted in a liability of US$1 (Ps20) and US$20 (Ps393) ~~and US$40 (Ps829)~~, respectively. Changes in fair value generated a gain of US$20 (Ps391) in 2018, a gain of US$19 (Ps359) in 2017 and a loss of US$29 (Ps545) in ~~2016 and a gain of US$18 (Ps310) in 2015.~~2016.

In addition, on March 15, 2011, the Parent Company entered into a capped calls, considering antidilution adjustments, over ~~194~~80 million CEMEX’s ~~ADSs (114 million ADSs maturing in March 2016 in connection with the 2016 Convertible Notes and 80 million~~ ADSs maturing in March 2018 in connection with the 2018 Convertible ~~Notes) in order to effectively increase the conversion price of the ADSs under such notes,~~Notes, by means of which, at maturity of the notes, originally CEMEX would receive in cash the excess between the market price and the strike price of approximately 8.57 dollars per ADS, with a maximum appreciation per ADS of ~~approximately 3.96 dollars for the 2016 Convertible Notes and~~ 5.27 ~~dollars for the 2018 Convertible Notes.~~dollars. CEMEX paid aggregate premiums of US$222. During 2015, CEMEX amended a portion of the capped calls relating to the 2016 Convertible Notes and, as a result, CEMEX received US$44 in cash, equivalent to the unwind of 44.2% of the total notional amount of such capped calls. On March 15, 2016, the remaining options for the 55.8% of the 2016 Convertible Notes expired out of the money.104. During August 2016, CEMEX amended 58.3% of the total notional amount of the capped calls ~~relating to the 2018 Convertible Notes~~ to lower the exercise price in exchange for reducing the number of underlying ~~options, as~~options. As a result, CEMEX retained capped calls ~~relating to the 2018 Convertible Notes~~ over 71 million ADSs. ~~As of December 31, 2016, the fair value of the existing options represented an asset of US$66 (Ps1,368).~~ Changes in the fair value of these instruments generated gains of US$37 (Ps725) in 2017 and gains of US$44 (Ps818) in 2016, ~~and losses of US$228 (Ps3,928) in 2015,~~ recognized within “Financial income and other items, net” in the income statement. During 2017, CEMEX unwound and settled all its capped calls ~~relating to the 2018 Convertible Notes and, as a result, CEMEX received~~receiving in exchange US$103 in cash. ~~As of December 31, 2017, all outstanding capped calls based on the price of the Parent Company´s own ADSs have been early settled.~~

16.5)

RISK MANAGEMENT

Enterprise risks may arise from any of the following situations: i) the potential change in the value of assets owned or reasonably anticipated to be owned, ii) the potential change in value of liabilities incurred or

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Risk management — continued

reasonably anticipated to be incurred, iii) the potential change in value of services provided, purchase or reasonably anticipated to be provided or purchased in the ordinary course of business, iv) the potential change in the value of assets, services, inputs, ~~product~~products or commodities owned, produced, manufactured, processed, merchandised, leased or sell or reasonably anticipated to be owned, produced, manufactured, processed, merchandising, leasing or selling in the ordinary course of business, or v) any potential change in the value arising from interest rate or foreign exchange rate exposures arising from current or anticipated assets or liabilities.

In the ordinary course of business, CEMEX is exposed to commodities risk, including the exposure from inputs such as fuel, coal, petcoke,fly-ash, gypsum and other industrial materials which are commonly used by CEMEX in the production process, and expose CEMEX to variations in prices of the underlying commodities. To manage this and other risks, such as credit risk, interest rate risk, foreign exchange risk, equity risk and liquidity risk, considering the guidelines set forth by the Parent Company’s Board of Directors, which represent CEMEX’s risk management framework and that are supervised by several Committees, CEMEX’s management establishes specific policies that determine strategies oriented to obtain natural hedges to the extent possible, such as avoiding customer concentration on a determined market or aligning the currencies portfolio in which CEMEX incurred its debt, with those in which CEMEX generates its cash flows.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

As of December 31, ~~2017, 2016~~2018 and ~~2015~~

~~(Millions of Mexican pesos)~~

~~Risk management — continued~~

~~As of December 31,~~ 2017, ~~and 2016,~~ these strategies are sometimes complemented with the use of derivative financial instruments as mentioned in note 16.4, such as the commodity forward contracts on ~~diesel fuel and coal~~fuels negotiated to fix the price of these underlying commodities.

The main ~~risks~~risk categories are ~~commented~~mentioned below:

Credit risk

Credit risk is the risk of financial loss faced by CEMEX if a customer or ~~counterpart of~~counterparty to a financial instrument does not meet its contractual obligations and originates mainly from trade accounts receivable. As of December 31, ~~2017~~2018 and ~~2016,~~2017, the maximum exposure to credit risk is represented by the balance of financial assets. Management has developed policies for the authorization of credit to customers. ~~The accounting exposure~~Exposure to credit risk is monitored constantly according to the payment behavior of ~~payment of the~~ debtors. Credit is assigned on acustomer-by-customer basis and is subject to assessments which consider the customers’ payment capacity, as well as past behavior regarding due dates, balances past due and delinquent accounts. In cases deemed necessary, CEMEX’s management requires guarantees from its customers and financial counterparties with regard to financial assets.

The Company’s management has established a policy of low risk tolerance which analyzes the creditworthiness of each new client individually before offering the general conditions of payment terms and delivery. The review includes external ratings, when references are available, and in some cases bank references. ~~Threshold~~Thresholds of purchase limits are established for each client, which represent the maximum purchase amounts that require different levels of approval. Customers that do not meet the levels of solvency requirements imposed by CEMEX can only carry out transactions by paying cash in advance. As of December 31, ~~2017,~~2018, considering CEMEX’s best estimate of potential ~~incurred~~expected losses based on ~~an analysis of age and considering recovery efforts,~~the ECL model developed by CEMEX (note 9), the allowance for ~~doubtful accounts~~expected credit losses was ~~Ps2,145.~~Ps2,336.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates, which only affects CEMEX’s results if the fixed-rate long-term debt is measured at fair value. All of CEMEX’s fixed-rate long-term debt is carried at amortized cost and therefore is not subject to interest rate risk. CEMEX’s accounting exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates, which, if such rates were to increase, may adversely affect its financing cost and the results for the period.

Nonetheless, it is not economically efficient to concentrate inon fixed rates inat a high point when the interest rates market expects a downward ~~trend, this~~trend. That is, there is an opportunity cost for ~~remaining long periods paying~~continuing to pay a determined fixed interest rate when the market rates have decreased and the entity may obtain improved interest rate conditions in a new loan or debt issuance. CEMEX manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to reduce its interest costs. In addition, when the interest rate of a debt instrument has turned relatively high as compared to current market rates, CEMEX ~~intents~~intends to renegotiate the conditions or repurchase the debt, to the extent the net present value of the expected future benefits from the interest rate reduction would exceed the ~~incentives~~cost and commissions that would have to be paid in such renegotiation or repurchase of debt.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

As of December 31, 2018 and 2017, ~~2016~~approximately 37% and ~~2015~~

~~(Millions of Mexican pesos)~~

~~Interest rate risk — continued~~

~~As of December 31, 2017 and 2016, approximately~~ 31% ~~and 28%~~, respectively, of CEMEX’s long-term debt was denominated in floating rates at a ~~weighted average~~weighted-average interest rate of LIBOR plus 241 basis points in 2018 and 268 basis points in ~~2017 and 306 basis points in 2016.~~2017. As of December 31, ~~2017~~2018 and ~~2016,~~2017, if interest rates at that date had been 0.5% higher, with all other variables held constant, CEMEX’s net income for ~~2017~~2018 and ~~2016~~2017 would have reduced by US$~~18 (Ps353)~~19 (Ps366) and US$18 ~~(Ps373)~~(Ps353), respectively, as a result of higher interest expense on variable rate denominated debt. This analysis does not include the effect of interest rate swaps held by CEMEX during ~~2017~~2018 and ~~2016.~~2017.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. CEMEX’s exposure to the risk of changes in foreign exchange rates relates primarily to its operating activities. Due to its geographic diversification, CEMEX’s revenues and costs are generated and settled in various countries and in different currencies. For the year ended December 31, ~~2017,~~2018, approximately ~~21%~~22% of CEMEX’s net sales, before eliminations resulting from consolidation, were generated in Mexico, ~~24%~~26% in the United States, 7%8% in the United Kingdom, 6% in France, 4% in Germany, 2% in Spain, 2% in Poland, 3%2% in the Rest of Europe region, 4% in Colombia, 2% in Panama, 1% in Costa Rica, 2%1% Caribbean TCL, 4%2% in the Rest of South, Central America and the Caribbean region, 3%2% in Philippines, 1% in Egypt, 5%1% in the Rest of Asia, Middle East and Africa and 9%7% in CEMEX’s other operations.

Foreign exchange gains and losses occur bythrough monetary assets or liabilities in a currency different from its functional currency, and are recorded in the consolidated income statements, ~~of operations,~~ except for exchange fluctuations associated with foreign currency indebtedness directly related to the acquisition of foreign entities and exchange fluctuations in related parties’ long-term balances denominated in foreign currency ~~which~~that are not expected to be settled in the foreseeable future, which are reported in the statement of other comprehensive income. As of December 31, ~~2017~~2018 and ~~2016,~~2017, excluding from the sensitivity analysis the impact of translating the net assets of foreign operations into CEMEX’s reporting currency, considering a hypothetic 10% strengthening of the dollar against the Mexican peso, with all other variables held constant, CEMEX’s net income for ~~2017~~2018 and ~~2016~~2017 would have decreased by US$63 (Ps1,240) and US$119 (Ps2,343) ~~and US$136 (Ps2,829)~~, respectively, as a result of higher foreign exchange

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Foreign currency risk — continued

losses on CEMEX’s dollar-denominated net monetary liabilities held in consolidated entities with other functional currencies. Conversely, a hypothetic 10% weakening of the U.S. dollar against the Mexican peso would have the opposite effect.

As of December 31, ~~2017,~~2018, approximately ~~59%~~63% of CEMEX’s financial debt was Dollar-denominated, ~~33%~~29% was Euro-denominated, 5% was Pound-denominated and 3% was Philippine ~~peso-denominated and immaterial amounts were denominated in other currencies; therefore,~~peso-denominated. Therefore, CEMEX had a foreign currency exposure arising mainly from the Dollar-denominated and Euro-denominated financial debt versus the several currencies in which CEMEX’s revenues are settled in most countries in which it operates. The amounts of Pound-denominated financial debt and Philippine peso-denominated financial debt outstanding as of December 31, ~~2017,~~2018, are closely related to the amount of revenues generated in such currencies and/or, in the case of the Euro-denominated financial debt, the amount of CEMEX’s net assets denominated in such currencies; therefore, CEMEX considers that the foreign currency risk related to these amounts of debt is low. Nonetheless, CEMEX cannot guarantee that it will generate sufficient revenues in Dollars, Euros, Pounds and Philippine pesos from its operations to service these obligations. As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX had not implemented any derivative financing hedging strategy to address this foreign currency risk. Nonetheless, CEMEX may enter into derivative financing hedging strategies in the future if either of its debt portfolio currency mix, interest rate mix, market conditions and/or expectations changes.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Foreign currency risk — continued

As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX’s consolidated net monetary assets (liabilities) by currency are as follows:


	2017																						2018
	Mexico			United States			Europe			South, Central America and the Caribbean			Asia, Middle East and Africa			Others¹			Total				Mexico			United States			Europe			South, Central America and the Caribbean			Asia, Middle East and Africa			Others¹			Total
Monetary assets		Ps 11,798			9,453			14,182			7,347			9,780			5,163			57,723		Ps		8,400			9,961			13,163			6,046			10,216			2,997			50,783
Monetary liabilities		17,505			32,158			45,675			12,016			11,522			221,579			340,455				19,798			33,464			40,153			10,841			12,223			200,731			317,210

Net monetary assets (liabilities)²		Ps (5,707)			(22,705	)		(31,493	)		(4,669	)		(1,742	)		(216,416	)		(282,732	)		Ps	(11,398	)		(23,503	)		(26,990	)		(4,795	)		(2,007	)		(197,734	)		(266,427	)

Out of which:
Dollars		Ps(1,097)			(22,710	)		39			(126	)		221			(133,530	)		(157,203	)	Ps		(560	)		(23,507	)		153			(947	)		22			(117,677	)		(142,516	)
Pesos		(4,610	)		4			24			—			—			(7,745	)		(12,327	)			(10,838	)		4			—			(6	)		—			(5,469	)		(16,309	)
Euros		—			—			(10,155	)		2			—			(58,452	)		(68,605	)			—			—			(10,571	)		13			40			(52,942	)		(63,460	)
Pounds		—			—			(19,358	)		—			—			(9,119	)		(28,477	)			—			—			(18,241	)		—			—			(8,609	)		(26,850	)
Other currencies		—			1			(2,043	)		(4,545	)		(1,963	)		(7,570	)		(16,120	)			—			–			1,669			(3,855	)		(2,069	)		(13,037	)		(17,292	)

		Ps(5,707)			(22,705)			(31,493	)		(4,669	)		(1,742	)		(216,416	)		(282,732	)	Ps		(11,398	)		(23,503	)		(26,990	)		(4,795	)		(2,007	)		(197,734	)		(266,427	)


	2016															2017
	Mexico		United States		Europe		South, Central America and the Caribbean		Asia, Middle East and Africa		Others¹		Total			Mexico			United States			Europe			South, Central America and the Caribbean			Asia, Middle East and Africa			Others¹			Total
Monetary assets		Ps 10,261		26,685		12,724		6,132		13,101		11,836		80,739	Ps		11,798			9,453			14,182			7,347			9,780			5,163			57,723
Monetary liabilities		10,564		33,145		42,336		9,130		11,305		277,117		383,597			17,505			32,158			45,675			12,016			11,522			221,579			340,455

Net monetary assets (liabilities)²		Ps (303)		(6,460)		(29,612)		(2,998)		1,796		(265,281)		(302,858)	Ps		(5,707	)		(22,705	)		(31,493	)		(4,669	)		(1,742	)		(216,416	)		(282,732	)

Out of which:
Dollars		Ps (483)		(6,463)		38		35		364		(214,751)		(221,260)	Ps		(1,097	)		(22,710	)		39			(126	)		221			(133,530	)		(157,203	)
Pesos		180		3		—		—		—		(3,395)		(3,212)			(4,610	)		4			24			—			—			(7,745	)		(12,327	)
Euros		—		—		(9,465)		—		—		(48,470)		(57,935)			—			—			(10,155	)		2			—			(58,452	)		(68,605	)
Pounds		—		—		(14,408)		—		—		—		(14,408)			—			—			(19,358	)		—			—			(9,119	)		(28,477	)
Other currencies		—		—		(5,777)		(3,033)		1,432		1,335		(6,043)			—			1			(2,043	)		(4,545	)		(1,963	)		(7,570	)		(16,120	)

		Ps (303)		(6,460)		(29,612)		(2,998)		1,796		(265,281)		(302,858)	Ps		(5,707	)		(22,705	)		(31,493	)		(4,669	)		(1,742	)		(216,416	)		(282,732	)

1	Includes the Parent Company, CEMEX’s financing subsidiaries, as well as Neoris N.V., among other entities.

2	Includes assets held for sale and liabilities directly related with these assets considering that such items will be realized in the ~~short-term.~~short term.

In addition, considering that the Parent Company’s functional currency for all assets, liabilities and transactions associated with its financial and holding company activities is the dollar (note 2.4), there is foreign currency risk associated with the translation of subsidiaries’ net assets denominated in different currencies (peso, euro, ~~pound)~~pounds

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Foreign currency risk — continued

and other currencies) into dollars. When the dollar appreciates, the value of CEMEX’s net assets denominated in other currencies decreases in terms of dollars, generating negative foreign currency translation and reducing stockholders’ equity. Conversely, when the dollar depreciates, the value of CEMEX’s net assets denominated in other currencies would increase in terms of dollars generating the opposite effect. As mentioned in note 16.4, CEMEX has implemented a long-term program for up to US$1,250 to hedge foreign currency translation in connection with its net assets denominated in pesos.

Equity risk

Equity risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market price of ~~CEMEX’s~~CEMEX, S.A.B. de C.V.’s and/or third party’s shares. As described in note 16.4, considering specific objectives, CEMEX has entered into equity forward contracts on third-party shares, as well as capped calls based on the price of ~~CEMEX’s~~CEMEX, S.A.B. de C.V.’s own ADSs. Under these equity derivative instruments, there is a direct relationship from the change in the fair value of the derivative with the change in price of the underlying share. All changes in fair value of such derivative instruments are recognized in the income statement as part of “Financial income and other items, net.” ~~Until December 31, 2016, a significant decrease in the market price of CEMEX’s ADSs would negatively affect CEMEX’s liquidity and financial position.~~ During 2017, all outstanding capped calls based on the price of ~~CEMEX´s~~CEMEX, S.A.B. de C.V.’s own ADSs were early settled.

As of December 31, 2018 and 2017, the potential change in the fair value of CEMEX’s forward contracts in GCC shares that would result from a hypothetical, instantaneous decrease of 10% in the market price of GCC shares in dollars, with all other variables held constant, CEMEX’s net income ~~for 2017~~ would have reduced by US$11 (Ps210) in 2018 and US$14 (Ps283), in 2017, as a result of additional negative changes in fair value associated with these forward contracts. A 10% hypothetical increase in the price of GCC shares ~~in 2017~~ would have generated approximately the opposite ~~effect, respectively.~~effect.

In addition, even though the changes in fair value of CEMEX’s embedded conversion option in the Mandatorily Convertible Notes 2019 denominated in a currency other than the functional issuer’s currency affect the income statement, ~~they~~this do not imply any risk or variability in cash flows, considering that through their exercise, CEMEX will settle a fixed amount of debt with a fixed ~~amount~~number of shares. As of December 31, ~~2017~~2018 and ~~2016,~~2017, the potential change in the fair value of the embedded conversion options in the Mandatorily Convertible Notes 2019 that would result from a hypothetical, instantaneous increase of 10% in the market price of CEMEX’s CPOs, with all other variables held constant, would have decreased CEMEX’s net income ~~for~~by US$1 (Ps16) in 2018 and decreased by US$9 (Ps180) in 2017 ~~and decreased for US$8 (Ps162) in 2016;~~ as a result of additional negative changes in fair value associated with this option. A 10% hypothetical decrease in the CEMEX CPO price would generate approximately the opposite effect.

Liquidity risk

Liquidity risk is the risk that CEMEX will not have sufficient funds available to meet its obligations. In addition to cash flows provided by its operating activities, in order to meet CEMEX’s overall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, CEMEX relies on cost-cutting and operating improvements to optimize capacity utilization and maximize profitability, as well as borrowing under credit facilities, proceeds of debt and equity offerings, and proceeds from asset sales. CEMEX is exposed to risks from changes in foreign currency exchange rates, prices and currency controls, interest rates, inflation, governmental spending, social instability and other political, economic and/or social developments in the

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Liquidity risk — continued

~~governmental spending, social instability and other political, economic and/or social developments in the~~ countries in which it operates, any one of which may materially affect CEMEX’s results and reduce cash from operations. The maturities of CEMEX’s contractual obligations are included in note 23.5.

As of December 31, ~~2017,~~2018, current liabilities, which included ~~Ps36,335~~Ps13,622 of current maturities of debt and other financial obligations, exceed current assets ~~in Ps40,814.~~by Ps22,891. For the year ended December 31, ~~2017,~~2018, CEMEX generated net cash flows provided by operating activities from continuing operations ~~for Ps30,966,~~of Ps26,545, after payments of interest and income taxes. The Company’s management considers that CEMEX will generate sufficient cash flows from operations. In addition, as of December 31, 2018, CEMEX has committed available lines of credit under its 2017 Credit Agreement, which includes the revolving credit facility and an undrawn tranche for a combined amount of ~~Ps29,711~~Ps16,211 (US$~~1,512)~~825), as well as CEMEX’s proven capacity to continually refinance and replace its short-term obligations, will enable CEMEX to meet any liquidity risk in the short term.

As of December 31, ~~2017~~2018 and ~~2016,~~2017, the potential requirement for additional margin calls under our different commitments is not significant.

17)	OTHER CURRENT ANDNON-CURRENT LIABILITIES

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated other current liabilities were as follows:


		2017		2016			2018		2017
Provisions¹	Ps		12,667		11,716	Ps		10,509		12,121
Interest payable			2,496		3,425			1,856		2,496
Advances from customers			3,886		3,413			3,838		3,886
Other accounts payable and accrued expenses²			5,238		3,976			5,222		5,123
Contract liabilities with customers (note 3)								775		770

	Ps		24,287		22,530	Ps		22,200		24,396

1	Current provisions primarily consist of accrued employee benefits, insurance payments, accruals for legal assessments and others. These amounts are revolving in nature and are expected to be settled and replaced by similar amounts within the next 12 months.

2	In 2017, includes an account payable in Colombian pesos equivalent to Ps491 (US$25) ~~to be~~ settled on January 5, 2018 related to a penalty imposed by the Commerce and Industry Superintendence in Colombia in connection with a market investigation (note 24.2).

As of December 31, ~~2017~~2018 and ~~2016,~~2017, consolidated othernon-current liabilities were as follows:

      2017    2016
Asset retirement obligations¹
   Ps    7,906    8,237
Accruals for legal assessments and other responsibilities²
      1,599    1,514
Non-current liabilities for valuation of derivative instruments
      402    818
Environmental liabilities³
      991    1,172
Othernon-current liabilities and provisions⁴
      4,751    5,305




   Ps    15,649    17,046


		2018		2017
Asset retirement obligations¹	Ps		8,013		7,906
Accruals for legal assessments and other responsibilities²			879		1,599
Non-current liabilities for valuation of derivative instruments			406		402
Environmental liabilities³			573		991
Othernon-current liabilities and provisions⁴			5,134		4,751

	Ps		15,005		15,649

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Other current andnon-current liabilities — continued

1	Provisions for asset retirement include future estimated costs for demolition, cleaning and reforestation of production sites at the end of their operation, which are initially recognized against the related assets and are depreciated over their estimated useful life.

2	Provisions for legal claims and other responsibilities include items related to tax contingencies.

3	Environmental liabilities include future estimated costs arising from legal or constructive obligations, related to cleaning, reforestation and other remedial actions to remediate damage caused to the environment. The expected average period to settle these obligations is greater than 15 years.

As of December 31, 2018 and 2017, includes Ps981 and ~~2016, includes~~ Ps1,498, ~~and Ps2,300,~~ respectively, of thenon-current portion of taxes payable in Mexico recognized in connection with the termination of the tax consolidation regime in ~~Mexico as described in note 19.4.~~2014. As of December 31, 2018 and 2017, Ps590 and ~~2016,~~ Ps958, ~~and Ps936,~~ respectively, were included within current taxes payable.

Changes in consolidated other current andnon-current liabilities for the years ended December 31, ~~2017~~2018 and ~~2016,~~2017, were as follows:


		2017																						2018
		Asset retirement obligations			Environmental liabilities			Accruals for legal proceedings			Valuation of derivative instruments			Other liabilities and provisions			Total			2016				Asset retirement obligations			Environmental liabilities			Accruals for legal proceedings			Valuation of derivative instruments			Other liabilities and provisions			Total			2017
Balance at beginning of period	Ps		8,237			1,172			1,514			823			17,016			28,762			25,611		Ps		7,906			991			1,599			421			17,623			28,540			28,937
Business combinations			—			—			—			—			345			345			—				—			—			—			—			—			—			345
Additions or increase in estimates			573			21			701			214			39,545			41,054			67,684				1,355			11			136			275			25,379			27,156			41,137
Releases or decrease in estimates			(527	)		(54	)		(289	)		(306	)		(40,524	)		(41,700	)		(61,362	)			(916	)		(4	)		(807	)		—			(26,841	)		(28,568	)		(41,700	)
Reclassifications			—			(182	)		530			—			(1,462	)		(1,114	)		(741	)			(22	)		(384	)		—			(96	)		124			(378	)		(1,148	)
Accretion expense			(191	)		—			—			—			(830	)		(1,021	)		(1,042	)			(186	)		—			—			—			(902	)		(1,088	)		(1,021	)
Foreign currency translation			(186	)		34			(857	)		(310	)		3,309			1,990			(1,388	)			(124	)		(41	)		(49	)		78			763			627			1,990

Balance at end of period	Ps		7,906			991			1,599			421			17,399			28,316			28,762		Ps		8,013			573			879			678			16,146			26,289			28,540

Out of which:
Current provisions	Ps		—			—			—			19			12,648			12,667			11,716		Ps		297			—			—			272			10,715			11,284			12,891

18)	PENSIONS AND POST-EMPLOYMENT BENEFITS

Defined contribution pension plans

The consolidated costs of defined contribution plans for the years ended December 31, 2018, 2017 and 2016 were Ps863, Ps922 and ~~2015 were Ps922,~~ Ps865, ~~and Ps706,~~ respectively. CEMEX contributes periodically the amounts offered by the pension plan to the employee’s individual accounts, not retaining any remaining liability as of the financial ~~statements´~~statements’ date.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Defined benefit pension plans

Most of CEMEX’s defined benefit plans have been closed to new participants for several years. Actuarial results related to pension and other ~~post retirement~~post-retirement benefits are recognized in ~~the results~~earnings and/or in “Other comprehensive income” for the period in which they are generated, as ~~correspond.~~appropriate. For the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, the effects of pension plans and other post-employment benefits are summarized as follows:

      Pensions    Other benefits Total
Net period cost (income):
      2017 2016    2015    2017 2016    2015 2017 2016    2015
Recorded in operating costs and expenses

Service cost
   Ps    221 151    128    33 25    30 254 176    158
Past service cost
      (55 ) 8    12    —   —      (20 ) (55 ) 8    (8 )
Loss for settlements and curtailments
      —   —      —      —   —      (13 ) —   —      (13 )










      166 159    140    33 25    (3 ) 199 184    137










Recorded in other financial expenses

Net interest cost
      693 711    596    74 57    56 767 768    652










Recorded in other comprehensive income

Actuarial (gains) losses for the period
      20 3,985    872    (23 ) 34    (124 ) (3 ) 4,019    748










   Ps    879 4,855    1,608    84 116    (71 ) 963 4,971    1,537

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Defined benefit pension plans — continued~~

The reconciliations of the actuarial benefits obligations, pension plan assets, and liabilities recognized in the statement of financial position as of December 31, 2017 and 2016 are presented as follows:

      Pensions Other benefits Total
      2017 2016 2017 2016 2017 2016
Change in benefits obligation:

Projected benefit obligation at beginning of the period
   Ps    51,055 42,740 1,164 1,100 52,219 43,840
Service cost
      221 151 33 25 254 176
Interest cost
      1,625 1,685 76 59 1,701 1,744
Actuarial (gains) losses
      727 6,263 (24 ) 35 703 6,298
Additions through business combinations
      2,801 —   271 —   3,072 —
Settlements and curtailments
      —   —   —   (19 ) —   (19 )
Plan amendments
      15 8 —   —   15 8
Benefits paid
      (2,920 ) (2,379 ) (81 ) (74 ) (3,001 ) (2,453 )
Foreign currency translation
      1,386 2,587 (3 ) 38 1,383 2,625


Projected benefit obligation at end of the period
      54,910 51,055 1,436 1,164 56,346 52,219


Change in plan assets:

Fair value of plan assets at beginning of the period
      28,828 25,547 26 24 28,854 25,571
Return on plan assets
      932 974 2 2 934 976
Actuarial (gains) losses for the period
      707 2,278 (1 ) 1 706 2,279
Employer contributions
      1,494 1,289 81 93 1,575 1,382
Additions through business combinations
      2,841 —   —   —   2,841 —
Reduction for disposal of assets
      (4 ) —   —   —   (4 ) —
Settlements and curtailments
      —   —   —   (19 ) —   (19 )
Benefits paid
      (2,920 ) (2,379 ) (81 ) (74 ) (3,001 ) (2,453 )
Foreign currency translation
      787 1,119 1 (1 ) 788 1,118


Fair value of plan assets at end of the period
      32,665 28,828 28 26 32,693 28,854


Amounts recognized in the statements of financial position:

Net projected liability recognized in the statement of financial position
   Ps    22,245 22,227 1,408 1,138 23,653 23,365


		Pensions								Other benefits							Total
Net period cost (income):		2018			2017			2016		2018		2017			2016		2018			2017			2016
Recorded in operating costs and expenses
Service cost	Ps		193			221			151		35		33			25		228			254			176
Past service cost			168			(55	)		8		—		—			—		168			(55	)		8

			361			166			159		35		33			25		396			199			184

Recorded in other financial expenses
Net interest cost			691			693			711		84		74			57		775			767			768

Recorded in other comprehensive income
Actuarial (gains) losses for the period			(3,415	)		20			3,985		11		(23	)		34		(3,404	)		(3	)		4,019

	Ps		(2,363	)		879			4,855		130		84			116		(2,233	)		963			4,971

For the years 2018, 2017 ~~2016~~ and ~~2015,~~2016, actuarial (gains) losses for the period were generated by the following main factors as follows:

      2017 2016 2015
Actuarial (gains) losses due to experience
   Ps    121 (511 ) (105 )
Actuarial (gains) losses due to demographic assumptions
      (46 ) (231 ) (153 )
Actuarial (gains) losses due financial assumptions
      (78 ) 4,761 1,006


   Ps    (3 ) 4,019 748


		2018			2017			2016
Actuarial (gains) losses due to experience	Ps		(1,110	)		121			(511	)
Actuarial (gains) losses due to demographic assumptions			(1,104	)		(46	)		(231	)
Actuarial (gains) losses due financial assumptions			(1,190	)		(78	)		4,761

	Ps		(3,404	)		(3	)		4,019

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes~~In 2018, net actuarial gains due to financial assumptions were mainly generated by a general increase in the ~~Consolidated Financial Statements~~

Asdiscounts rates applied for the calculation of ~~December 31, 2017, 2016~~the pension benefit obligations in the United Kingdom, Germany, United States and ~~2015~~

~~(Millions of Mexican pesos)~~

~~Defined benefit pension plans — continued~~

Mexico, among others, resulting from the increase in market interest rates after several years in which such rates reached historically low levels. In 2017, net actuarial gains due to financial assumptions were mainly driven by an increase in the discount rates applicable to the benefits’ obligations in Germany and Mexico and by actual returns higher than estimated in the United States, partially offset by a decrease in the discount rate in the United Kingdom. Net actuarial losses due to financial assumptions during 2016 were mainly generated by a significant reduction ~~compared to 2015~~ in the discount rates applicable to the benefit obligations in the United Kingdom, Germany and other European countries, considering macroeconomic and political uncertainty prevailing at that time, partially offset by an increase in the discount rate in Mexico. These actuarial losses originated by the reduction in the discount rates in 2016 were also partially offset by actual returns higher than estimated in some of the plan assets related to CEMEX’s defined benefit plans. During 2015, discounts rates increased slightly or remained flat as compared to 2014, but the resulting actuarial gains were offset and reversed by actuarial losses generated by actual returns lower than estimated in certain of CEMEX’s plan assets.

~~As of December 31, 2017 and 2016, plan assets were measured at their estimated fair value and, based on the hierarchy of fair values, are detailed as follows:~~

2017 2016
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash
Ps 579 —   111 690 Ps 1,075 1,024 —   2,099
Investments in corporate bonds
144 6,067 1 6,212 1,050 2,617 —   3,667
Investments in government bonds
1,701 9,407 —   11,108 209 10,081 —   10,290

Total fixed-income securities
2,424 15,474 112 18,010 2,334 13,722 —   16,056

Investment in marketable securities
6,212 1,735 —   7,947 2,001 5,956 —   7,957
Other investments and private funds
991 3,279 2,466 6,736 770 3,478 593 4,841

Total variable-income securities
7,203 5,014 2,466 14,683 2,771 9,434 593 12,798

Total plan assets
Ps 9,627 20,488 2,578 32,693 Ps 5,105 23,156 593 28,854

~~As of December 31, 2017, estimated payments for pensions and other post-employment benefits over the next 10 years were as follows:~~

      2017
2018
   Ps    3,071
2019
      2,952
2020
      3,085
2021
      3,080
2022
      3,121
2023 – 2027
      15,868

~~The most significant assumptions used in the determination of the benefit obligation were as follows:~~

2017 2016
Mexico United
States United
Kingdom Range of rates in
other countries Mexico United
States United
Kingdom Rates ranges in
other countries
Discount rates
9.3 % 3.9 % 2.4 % 1.3% – 6.3% 9.0 % 4.2 % 2.6 % 1.1% – 7.0%
Rate of return on plan assets
9.3 % 3.9 % 2.4 % 1.3% – 6.3% 9.0 % 4.2 % 2.6 % 1.1% – 7.0%
Rate of salary increases
4.0 % — 3.2 % 1.5% – 6.0% 4.0 % — 3.3 % 1.5% – 6.0%

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Defined benefit pension plans — continued

As of December 31, 2018 and 2017, the reconciliation of the actuarial benefits’ obligations and pension plan assets, are presented as follows:


		Pensions						Other benefits						Total
		2018			2017			2018			2017			2018			2017
Change in benefits obligation:
Projected benefit obligation at beginning of the period	Ps		54,910			51,055			1,436			1,164			56,346			52,219
Service cost			193			221			35			33			228			254
Interest cost			1,608			1,625			87			76			1,695			1,701
Actuarial (gains) losses			(5,126	)		727			8			(24	)		(5,118	)		703
Additions through business combinations			—			2,801			111			271			111			3,072
Reduction from disposal of assets			(9	)		—			—			—			(9	)		—
Plan amendments			168			(55	)		—			—			168			(55	)
Benefits paid			(2,807	)		(2,920	)		(102	)		(81	)		(2,909	)		(3,001	)
Foreign currency translation			(2,226	)		1,456			(30	)		(3	)		(2,256	)		1,453

Projected benefit obligation at end of the period			46,711			54,910			1,545			1,436			48,256			56,346

Change in plan assets:
Fair value of plan assets at beginning of the period			32,665			28,828			28			26			32,693			28,854
Return on plan assets			917			932			3			2			920			934
Actuarial (gains) losses			(1,711	)		707			(3	)		(1	)		(1,714	)		706
Employer contributions			1,562			1,494			102			81			1,664			1,575
Additions through business combinations			—			2,841			—			—			—			2,841
Reduction for disposal of assets			—			(4	)		—			—			—			(4	)
Benefits paid			(2,807	)		(2,920	)		(102	)		(81	)		(2,909	)		(3,001	)
Foreign currency translation			(1,335	)		787			—			1			(1,335	)		788

Fair value of plan assets at end of the period			29,291			32,665			28			28			29,319			32,693

Net projected liability in the statement of financial position	Ps		17,420			22,245			1,517			1,408			18,937			23,653

As of December 31, 2018 and 2017, based on the hierarchy of fair values, plan assets are detailed as follows:


		2018								2017
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash	Ps		701		—		—		701	Ps	579		—		—		579
Investments in corporate bonds			131		6,720		—		6,851		144		6,067		1		6,212
Investments in government bonds			1,649		6,786		—		8,435		1,701		9,407		—		11,108

Total fixed-income securities			2,481		13,506		—		15,987		2,424		15,474		1		17,899

Investment in marketable securities			5,089		1,557		—		6,646		6,212		1,735		—		7,947
Other investments and private funds			973		4,172		1,541		6,686		991		3,279		2,577		6,847

Total variable-income securities			6,062		5,729		1,541		13,332		7,203		5,014		2,577		14,794

Total plan assets	Ps		8,543		19,235		1,541		29,319	Ps	9,627		20,488		2,578		32,693

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Defined benefit pension plans — continued

The most significant assumptions used in the determination of the benefit obligation were as follows:


	2018								2017
			United		United		Range of rates in				United		United		Rates ranges in
	Mexico		States		Kingdom		other countries		Mexico		States		Kingdom		other countries
Discount rates		10.8%		4.5%		2.9%		1.3% – 7.5%		9.3%		3.9%		2.4%		1.3% – 6.3%
Rate of return on plan assets		10.8%		4.5%		2.9%		1.3% – 7.5%		9.3%		3.9%		2.4%		1.3% – 6.3%
Rate of salary increases		4.0%		—		3.3%		2.3% – 6.0%		4.0%		—		3.2%		1.5% – 6.0%

As of December 31, 2018, estimated payments for pensions and other post-employment benefits over the next 10 years were as follows:


		2018
2019	Ps		2,904
2020			2,663
2021			2,641
2022			2,662

2023 – 2028			15,714

As of December 31, 2018 and 2017, the aggregate projected benefit obligation (“PBO”) for pension plans and other post-employment benefits and the plan assets by country were as follows:


		2017							2016							2018							2017
		PBO		Assets		Deficit			PBO		Assets		Deficit			PBO		Assets		Deficit			PBO		Assets		Deficit
Mexico	Ps		3,213		840		2,373	Ps		3,247		824		2,423	Ps		3,300		582		2,718	Ps		3,213		840		2,373
United States			6,378		4,031		2,347			7,110		4,192		2,918			5,619		3,428		2,191			6,378		4,031		2,347
United Kingdom			35,602		23,145		12,457			33,925		22,154		11,771
United Kingdom¹																	28,771		20,775		7,996			35,602		23,145		12,457
Germany			4,362		213		4,149			4,429		227		4,202			3,973		195		3,778			4,362		213		4,149
Other countries			6,791		4,464		2,327			3,508		1,457		2,051			6,593		4,339		2,254			6,791		4,464		2,327

	Ps		56,346		32,693		23,653	Ps		52,219		28,854		23,365	Ps		48,256		29,319		18,937	Ps		56,346		32,693		23,653

Applicable regulation in the United Kingdom requires entities to maintain plan assets at a level similar to that of the obligations. In November 2012, in order to better manage CEMEX’s obligations under its defined benefit pension schemes and future cash funding requirements thereof, CEMEX implemented an asset backed pension funding arrangement in its operations in the United Kingdom by means of which CEMEX transferred certain operating assets to a~~non-transferable~~ limited partnership, owned, controlled and consolidated by CEMEX UK with a total value of US$553 and entered into lease agreements for the use of such assets with the limited partnership, in which the pension schemes hold a limited interest. On an ongoing basis CEMEX UK will make annual rental payments of US$20, increasing at annual rate of 5%, which will generate profits in the limited partnership that are then distributed to the pension schemes. As previously mentioned, the purpose of the structure, in addition to provide the pension schemes with secured assets producing an annual return over a period of 25 years, improves the security for the trustees of the pension schemes, and reduces the level of cash funding that CEMEX UK will have to make in future periods. In 2037, on expiry of the lease arrangements, the limited partnership will be terminated and under the terms of the agreement, the remaining assets will be distributed to CEMEX UK. Any future profit distribution from the limited partnership to the pension fund will be considered as an employer contribution

Applicable regulation in the United Kingdom requires to maintain plan assets at a level similar to that of the obligations. Beginning in 2012, the pension fund receives annual dividends of approximately US$20, increasing at a 5% rate per year, from a limited partnership (the “Partnership”), whose assets transferred by CEMEX UK of an approximate value of US$553, are leased back to CEMEX UK. The Partnership is owned, controlled and consolidated by CEMEX UK. In 2037, on expiry of the arrangement, the Partnership will be terminated and under the terms of the agreement, the remaining assets will be distributed to CEMEX UK. Distributions from the Partnership to the pension fund are considered as employer contributions to plan assets in the period in which they occur.

In some countries, CEMEX has established health care benefits for retired personnel limited to a certain number of years after retirement. As of December 31, ~~2017~~2018 and ~~2016,~~2017, the projected benefits obligation related to these benefits was ~~Ps1,080~~Ps1,133 and ~~Ps837,~~Ps1,080, respectively. The medical inflation rates used to determine the projected benefits obligation of these benefits in ~~2017~~2018 and ~~2016~~2017 for Mexico were 7.0% ~~and 7.0%, respectively,~~in both years, for Puerto Rico ~~6.9%~~6.2%

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and ~~4.3%~~2016

(Millions of Mexican pesos)

Defined benefit pension plans — continued

and 6.9%, respectively, and for the United Kingdom were ~~6.7%~~6.8% and ~~6.8%~~6.7%, respectively. In connection with ~~TCL’s consolidation~~the acquisition of TCL (note 4.1), CEMEX integrated TCL’s consolidated health care benefits tointo its operations. For 2018 and 2017, the medical inflation rate used to determine the projected benefits obligation was 5.0%. in both years.

Significant events related to employees’ pension benefits and other post-employment benefits during the reported periods

During 2017, CEMEX in Spain removed certain increases in ~~pensions~~pension benefits which resulted in an adjustment to past service cost generating gains of Ps99 (US$5) in 2017, recognized in the income statement for the year. In addition, due to the acquisition of ~~TCL’s~~TCL (note 4.1), CEMEX integrated its consolidated pensions plans, which were fully funded, as well as TCL’s consolidated health care benefits which represented an increase in the net projected liability of Ps271 (US$14).

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31,~~ in 2017 ~~2016~~ and ~~2015~~

~~(Millions of Mexican pesos)~~

~~Significant events related to employees’ pension benefits and other post-employment benefits during the reported periods — continued~~

~~During 2015, CEMEX~~Ps111 (US$6) in the United States terminated the retiree medical coverage for certain participants not yet retired. In addition, during 2014, CEMEX in the United States terminated the retiree medical and life insurance coverage for most new retirees, and changed the existing retirees program effective January 1, 2015, where participants will cease their current plans and instead receive a Health Reimbursement Account (HRA) contribution, if they become eligible. These curtailment events resulted in an adjustment to past service cost which generated gains of Ps13 (US$1) in 2015, recognized immediately through the benefit cost2018 upon conclusion of the ~~respective period.~~purchase price allocation.

Sensitivity analysis of pension and other post-employment benefits

For the year ended December 31, ~~2017,~~2018, CEMEX performed sensitivity analyses on the most significant assumptions that affect the PBO, considering reasonable independent changes of plus or minus 50 basis points in each of these assumptions. The increase (decrease) that would have resulted in the PBO of pensions and other post-employment benefits as of December 31, ~~2017~~2018 are shown below:


		Pensions						Other benefits						Total							Pensions						Other benefits						Total
		+50 bps			-50 bps			+50 bps			-50 bps			+50 bps			-50 bps				+50 bps			-50 bps			+50 bps			-50 bps			+50 bps			-50 bps
Assumptions:
Discount Rate Sensitivity	Ps		(4,028	)		4,426			(72	)		83			(4,100	)		4,509		Ps		(3,074	)		3,303			(71	)		83			(3,145	)		3,386
Salary Increase Rate Sensitivity			154			(138	)		34			(29	)		189			(166	)			205			(177	)		46			(37	)		251			(214	)
Pension Increase Rate Sensitivity			2,341			(2,209	)		—			—			2,341			(2,209	)			1,902			(1,698	)		—			—			1,902			(1,698	)

19)	INCOME TAXES

19.1)

INCOME TAXES FOR THE PERIOD

The amounts of income tax ~~revenue (expense)~~expense in the statements of operations for 2018, 2017 ~~2016~~ and ~~2015~~2016 are summarized as follows:


		2017			2016			2015				2018			2017			2016
Current income taxes	Ps		(3,458	)		(3,456	)		6,121		Ps		(1,898	)		(3,458	)		(3,456	)
Deferred income taxes			2,938			331			(8,489	)
Deferred income tax revenue (expense)													(2,569	)		2,938			331

	Ps		(520	)		(3,125	)		(2,368	)	Ps		(4,467	)		(520	)		(3,125	)

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

19.2)

DEFERRED INCOME TAXES

As of December 31, ~~2017~~2018 and ~~2016,~~2017, the main temporary differences that generated the consolidated deferred income tax assets and liabilities are presented below:


		2017			2016				2018			2017
Deferred tax assets:
Tax loss carryforwards and other tax credits	Ps		15,900			17,514		Ps		13,796			15,900
Accounts payable and accrued expenses			7,083			9,262				6,638			7,083
Intangible assets and deferred charges, net			4,175			6,358				2,794			4,175
Others			—			411

Total deferred tax assets, net			27,158			33,545
Total deferred tax assets, gross										23,228			27,158
Presentation offset regarding same legal entity										(11,661	)		(12,341	)

Total deferred tax assets, net in the statement of financial position										11,567			14,817

Deferred tax liabilities:
Property, machinery and equipment			(27,268	)		(35,095	)			(25,972	)		(27,268	)
Investments and other assets			(874	)		(2,012	)			(589	)		(874	)

Total deferred tax liabilities, net			(28,142	)		(37,107	)
Total deferred tax liabilities, gross										(26,561	)		(28,142	)
Presentation offset regarding same legal entity										11,661			12,341

Total deferred tax liabilities, net in the statement of financial position										(14,900	)		(15,801	)

Net deferred tax liabilities	Ps		(984	)		(3,562	)	Ps		(3,333	)		(984	)

Out of which:
Net deferred tax (liability) asset in Mexican entities	Ps		(3,644	)		(2,509	)
Net deferred tax (liability) asset in Foreign entities	Ps		2,660			(1,053	)
Net deferred tax liability in Mexican entities¹								Ps		(4,414	)		(3,978	)
Net deferred tax asset in Foreign entities²										1,081			2,994

Net deferred tax liabilities								Ps		(3,333	)		(984	)

Net deferred tax liabilities in Mexico mainly refer to a temporary difference resulting when comparing at the reporting date the carrying amount of property, machinery and equipment, as per IFRS, and their corresponding tax values (remainingtax-deductible amount), partially offset by certain deferred tax assets from tax loss carryforwards that are expected to be recovered in the future against taxable income. When the book value is greater than the related tax value results in a deferred tax liability. In 2011, upon transition to IFRS, CEMEX elected to measure its fixed assets at fair value, which resulted in a significant increase in book value, mainly associated with the revaluation of mineral reserves. Such restated amounts are depleted to the income statement in a period over 35 years, generating accounting expense that is nottax-deductible; hence the temporary difference will gradually reverse over time but does not represent a payment obligation to the tax authority at the reporting date.

2	Net deferred tax assets in foreign entities are mainly related to tax loss carryforwards recognized in recent years, mainly in the United States, that are expected to be recovered in the future against taxable income.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Deferred income taxes — continued

As of December 31, 2018 and 2017, balances of the deferred tax assets and liabilities included in the statement of financial position are located in the following entities:


		2018									2017
		Asset		Liability			Net				Asset		Liability			Net
Mexican entities	Ps		3,079		(7,493	)		(4,414	)	Ps		3,212		(7,190	)		(3,978	)
Foreign entities			8,488		(7,407	)		1,081				11,605		(8,611	)		2,994

	Ps		11,567		(14,900	)		(3,333	)	Ps		14,817		(15,801	)		(984	)

The breakdown of changes in consolidated deferred income taxes during 2018, 2017 and 2016 ~~and 2015 were~~was as follows:


		2017			2016		2015				2018			2017			2016
Deferred income tax (charged) credited to the income statement¹	Ps		2,938			331		(8,489	)	Ps		(2,569	)		2,938			331
Deferred income tax (charged) credited to stockholders’ equity			200			514		1,089
Reclassification to other captions in the statement of financial position and in the income statement²			(560	)		531		(5,467	)
Deferred income tax (charged) credited to stockholders’ equity²												193			200			514
Reclassification to other captions in the statement of financial position and in the income statement³												27			(560	)		531

Change in deferred income tax during the period	Ps		2,578			1,376		(12,867	)	Ps		(2,349	)		2,578			1,376

1	In 2017, includes a net income tax revenue related to the recognition of deferred income tax assets in CEMEX’s operations in the United States (note 19.4).

2	In 2018, includes a deferred income tax revenue of Ps154 in connection with the adoption of IFRS 9 on January 1, 2018.

3	In 2018, 2017 ~~2016~~ and ~~2015,~~2016, includes the effects of ~~discontinued operations~~business combinations (note 4.2) ~~and in 2015 the effects of the termination of tax consolidation regime in Mexico.~~.

Current and/or deferred income tax relative to items of other comprehensive income during 2018, 2017 ~~2016~~ and ~~2015~~2016 were as follows:


		2017			2016			2015				2018			2017			2016
Tax effects relative to foreign exchange fluctuations from debt (note 20.2)	Ps		—			(410	)		(272	)	Ps		—			—			(410	)
Tax effects relative to foreign exchange fluctuations from intercompany balances (note 20.2)			32			(12	)		(181	)			29			32			(12	)
Tax effects relative to actuarial (gains) and losses (note 20.2)			(1	)		788			183				(530	)		(1	)		788
Foreign currency translation and other effects			201			(274	)		906				723			201			(274	)

	Ps		232			92			636		Ps		222			232			92

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Deferred income taxes — continued

For the recognition of deferred tax assets, CEMEX analyzes the aggregate amount of self-determined tax loss carryforwards included in its income tax returns in each country where CEMEX believes, based on available evidence, that the tax authorities would not reject such tax loss carryforwards; and the likelihood of the recoverability of such tax loss carryforwards prior to their expiration through an analysis of estimated future taxable income. If CEMEX believes that it is probable that the tax authorities would reject a self-determined deferred tax asset, it would decrease such asset. Likewise, if CEMEX believes that it would not be able to use a tax loss carryforward before its expiration or any other tax asset, CEMEX would not recognize such asset. Both situations would result in additional income tax expense for the period in which such determination is made. In order to determine whether it is probable that deferred tax assets will ultimately be realized, CEMEX takes into consideration all available positive and negative evidence, including factors such as market conditions, industry analysis, expansion plans, projected taxable income, carryforward periods, current tax structure, potential changes or adjustments in tax structure, tax planning strategies and future reversals of existing temporary differences. In addition, every reporting period, CEMEX analyzes its actual results versus its estimates, and adjusts, as necessary, its tax asset valuations. If actual results vary from CEMEX’s estimates, the deferred tax asset may be affected and necessary adjustments will be made based on relevant information, any adjustments recorded will affect CEMEX’s statements of operations in such period.

As of December 31, ~~2017,~~2018, consolidated tax loss and tax credits carryforwards expire as follows:


		Amount of carryforwards		Amount of unrecognized carryforwards		Amount of recognized carryforwards			Amount of carryforwards		Amount of unrecognized carryforwards		Amount of recognized carryforwards
2018	Ps		1,099		415		684
2019			5,989		5,149		840	Ps		1,809		1,636		173
2020			8,929		8,115		814			8,749		8,483		266
2021			4,407		2,908		1,499			3,984		3,170		814
2022 and thereafter			288,466		230,425		58,041
2022										6,576		6,389		187
2023 and thereafter										276,089		222,179		53,910

	Ps		308,890		247,012		61,878	Ps		297,207		241,857		55,350

As of December 31, ~~2017,~~2018, in connection with CEMEX’s deferred tax loss carryforwards presented in the table above, in order to realize the benefits associated with such deferred tax assets that have not been reserved, before their expiration, CEMEX would need to generate ~~Ps61,878~~Ps55,350 in consolidatedpre-tax income in future periods. Based on the same forecasts of future cash flows and operating results used by CEMEX’s management to allocate resources and evaluate performance in the countries in which CEMEX operates, ~~which include expected growth in revenues and reductions in interest expense in several countries due to a reduction in intra-group debt balances,~~ along with the implementation of feasible tax strategies, CEMEX believes that it will recover the balance of its tax loss carryforwards that have ~~not~~ been ~~reserved~~recognized before their expiration. In addition, CEMEX concluded that, the deferred tax liabilities that were considered in the analysis of recoverability of its deferred tax assets will reverse in the same period and tax jurisdiction of the related recognized deferred tax assets. Moreover, a certain amount of CEMEX’s deferred tax assets ~~refer~~refers to operating segments and tax jurisdictions in which CEMEX is currently generating taxable income or in which, according to CEMEX’s management cash flow projections, will generate taxable income in the relevant periods before the expiration of the deferred tax assets.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Deferred income taxes — continued~~

~~CEMEX~~The Parent Company does not recognize a deferred income tax liability related to its investments in subsidiaries considering that CEMEX controls the reversal of the temporary differences arising from these investments and management is satisfied that such temporary differences will not ~~reverse~~be reversed in the foreseeable future.

19.3)

RECONCILIATION OF EFFECTIVE INCOME TAX RATE

For the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, the effective consolidated income tax rates were as follows:


		2017			2016			2015				2018			2017			2016
Income before income tax	Ps		13,659			17,563			3,464		Ps		15,511			13,700			17,616
Income tax expense			(520	)		(3,125	)		(2,368	)			(4,467	)		(520	)		(3,125	)

Effective consolidated income tax rate¹			(3.8	)%		(17.8	)%		(68.4	)%			(28.8	)%		(3.8	)%		(17.7	)%

1	The average effective tax rate equals the net amount of income tax revenue or expense divided by income or loss before income taxes, as these line items are reported in the income statement.

Differences between the financial reporting and the corresponding tax basis of assets and liabilities and the different income tax rates and laws applicable to CEMEX, among other factors, give rise to permanent

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Reconciliation of effective income tax rate — continued

differences between the statutory tax rate applicable in Mexico, and the effective tax rate presented in the consolidated statements of operations, which in 2018, 2017 ~~2016~~ and ~~2015~~2016 were as follows:


	2017						2016						2015						2018						2017						2016
	%			Ps			%			Ps			%			Ps			%			Ps			%			Ps			%			Ps
Mexican statutory tax rate		(30.0	)		(4,098	)		(30.0	)		(5,269	)		(30.0	)		(1,039	)		(30.0	)		(4,653	)		(30.0	)		(4,110	)		(30.0	)		(5,285	)
Non-taxable dividend income		0.1			14			0.2			32			37.0			1,280			0.8			124			0.1			14			0.2			32
Difference between accounting and tax expenses, net		(20.9	)		(2,855	)		82.6			14,507			(84.3	)		(2,919	)		(15.4	)		(2,394	)		(20.8	)		(2,855	)		82.3			14,507
Termination of the income tax consolidation regime in Mexico		—			—			—			—			32.8			1,136
Unrecognized effects during the year related to applicable tax consolidation regimes		0.9			123			(3.6	)		(632	)		8.5			293			(0.7	)		(109	)		0.9			123			(3.6	)		(632	)
Non-taxable sale of marketable securities and fixed assets		15.0			2,049			3.7			650			36.5			1,263
Non-taxable sale of equity securities and fixed assets																				4.6			713			15.0			2,049			3.7			650
Difference between book and tax inflation		(31.2	)		(4,261	)		(11.0	)		(1,932	)		(26.6	)		(922	)		(19.5	)		(3,024	)		(31.1	)		(4,261	)		(11.0	)		(1,932	)
Differences in the income tax rates in the countries where CEMEX operates¹		21.9			2,991			11.0			1,932			48.9			1,693			16.0			2,482			21.8			2,991			11.0			1,932
Changes in deferred tax assets²		39.8			5,433			(70.1	)		(12,320	)		(100.3	)		(3,473	)		14.7			2,286			39.6			5,433			(69.9	)		(12,320	)
Changes in provisions for uncertain tax positions		(0.4	)		(55	)		0.7			123			7.9			272			1.8			279			(0.4	)		(55	)		0.7			123
Others		1.0			139			(1.3	)		(216	)		1.2			48			(1.1	)		(171	)		1.1			151			(1.1	)		(200	)

Effective consolidated tax rate		(3.8	)		(520	)		(17.8	)		(3,125	)		(68.4	)		(2,368	)		(28.8	)		(4,467	)		(3.8	)		(520	)		(17.7	)		(3,125	)

Refers mainly to the effects of the differences between the statutory income tax rate in Mexico of 30% against the applicable income tax rates of each country where CEMEX operates. In 2018 and 2017, includes the effect related to the change in statutory tax rate in Colombia and the United States, respectively (note 19.4).

2	Refers to the effects in the effective income tax rate associated with changes during the period in the amount of deferred income tax assets related to CEMEX’s tax loss carryforwards.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Reconciliation of effective income tax rate — continued~~

The following table compares variations between the line item “Changes in deferred tax assets” as presented in the table above against the changes in deferred tax assets in the statement of financial position for the years ended December 31, 2018 and 2017:


		2018						2017
		Changes in the statement of financial position			Amounts in reconciliation			Changes in the statement of financial position			Amounts in reconciliation
Tax loss carryforwards generated and not recognized during the year	Ps		—			2,676			—			6,092
Derecognition related to tax loss carryforwards recognized in prior years			(1,770	)		(56	)		(5,221	)		(5,221	)
Recognition related to unrecognized tax loss carryforwards			98			98			9,694			9,694
Foreign currency translation and other effects			(432	)		(432	)		(6,087	)		(5,132	)

Changes in deferred tax assets	Ps		(2,104	)		2,286			(1,614	)		5,433

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and ~~2016:~~2016

(Millions of Mexican pesos)

      2017 2016
      Changes in the
statement of
financial
position Amounts in
reconciliation Changes in the
statement of
financial
position Amounts in
reconciliation
Tax loss carryforwards generated and not recognized during the year
   Ps    —   6,092 —   (9,108 )
Derecognition related to tax loss carryforwards recognized in prior years
      (5,221 ) (5,221 ) (4,843 ) (4,843 )
Recognition related to unrecognized tax loss carryforwards
      9,694 9,694 1,631 1,631
Foreign currency translation and other effects
      (6,087 ) (5,132 ) 4,068 —


Changes in deferred tax assets
   Ps    (1,614 ) 5,433 856 (12,320 )

19.4)

UNCERTAIN TAX POSITIONS AND SIGNIFICANT TAX PROCEEDINGS

Uncertain tax positions

As of December 31, ~~2017~~2018 and ~~2016,~~2017, as part of short-term and long-term provisions and other liabilities (note 17), CEMEX has recognized provisions related to unrecognized tax benefits in connection with uncertain tax positions taken, in which it is deemed probable that the tax authority would differ from the position adopted by CEMEX. As of December 31, ~~2017,~~2018, the tax returns submitted by some subsidiaries of CEMEX located in several countries are under review by the respective tax authorities in the ordinary course of business. CEMEX cannot anticipate if such reviews will result in new tax assessments, which would, should any arise, be appropriately disclosed and/or recognized in the financial statements.

A summary of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, excluding interest and penalties, is as follows:


		2017			2016			2015				2018			2017			2016
Balance of tax positions at beginning of the period	Ps		1,132			1,190			1,396		Ps		1,571			1,132			1,190
Additions for tax positions of prior periods			663			200			134				119			663			200
Additions for tax positions of current period			16			90			71				15			16			90
Reductions for tax positions related to prior periods and other items			(32	)		(131	)		(95	)			(44	)		(32	)		(131	)
Settlements and reclassifications			(119	)		(163	)		(204	)			(129	)		(119	)		(163	)
Expiration of the statute of limitations			(138	)		(126	)		(231	)			(624	)		(138	)		(126	)
Foreign currency translation effects			49			72			119				(49	)		49			72

Balance of tax positions at end of the period	Ps		1,571			1,132			1,190		Ps		859			1,571			1,132

During 2017, considering recoverability analyses and cash flow projections, CEMEX recognized deferred income tax assets related to its operations in the United States for US$700 considering the then applicable income tax rate of 35%. However, regarding the Tax Cuts and Jobs Act (the “Act”) enacted on December 22, 2017, the U.S. statutory federal tax rate was reduced from 35% to 21%. For this reason, CEMEX reduced its net

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Uncertain tax positions and significant tax proceedings — continued~~

deferred tax assets by US$124. The reduction in the U.S. statutory federal tax rate is expected to positively impact CEMEX’s futureafter-tax earnings in the United States. Nonetheless, the ultimate impact is subject to the effect of other complex provisions in the Act, including the Base Erosion and Anti-Abuse Tax (“BEAT”), which CEMEX is currently reviewing, and it is possible that any impact of BEAT could reduce the benefit of the change in such statutory federal tax rate. Due to the uncertain practical and technical application of many of these provisions, it is currently not possible to reliably estimate whether BEAT will apply and if so, how it would impact CEMEX, but as additional guidance from the U.S. tax authorities is received, CEMEX will recognize the effects of such clarifications into its financial statements.

Tax examinations can involve complex issues, and the resolution of issues may span multiple years, particularly if subject to negotiation or litigation. Although CEMEX believes its estimates of the total unrecognized tax benefits are reasonable, uncertainties regarding the final determination of income tax audit settlements and any related litigation could affect the amount of total unrecognized tax benefits in future periods. It is difficult to estimate the timing and range of possible changes related to ~~the~~ uncertain tax positions, as finalizing audits with the income tax authorities may involve formal administrative and legal proceedings. Accordingly, it is not possible to reasonably estimate the expected changes to the total unrecognized tax benefits over the next 12 months, although any settlements or statute of limitations expirations may result in a significant increase or decrease in the total unrecognized tax benefits, including those positions related to tax examinations being currently conducted.

Significant tax proceedings

As of December 31, ~~2017,~~2018, the Company’s most significant tax proceedings are as follows:

As part of an audit process, the tax authorities in Spain have challenged part of the tax loss carryforwards reported by CEMEX España covering the tax years from and including 2006 to 2009. During 2014, the tax

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Significant tax proceedings — continued

•

authorities in Spain notified CEMEX España of fines in the aggregate amount of US$547 (Ps10,755). CEMEX España filed appeals against such resolution. On September 20, 2017, CEMEX España was notified about an adverse resolution to such appeals. CEMEX España challenged this decision and applied for the suspension of the payment before the National Court (Audiencia Nacional) until the ~~recourses are~~case is finally resolved. On November 6, 2018 CEMEX España obtained a favorable resolution to this request from the National Court through the pledge of certain fixed assets. As of December 31, ~~2017,~~2018, CEMEX ~~does not consider probable~~believes an adverse resolution in this proceeding is not probable and no accruals have been created in connection with this proceeding. Nonetheless, as of December 31, 2018, is difficult to assess with certainty the likelihood of an adverse result, and the appeals that CEMEX España has filed could take an extended amount of time to be resolved, but if adversely resolved, itthis proceeding could have a material adverse impact on CEMEX’s results of operations, liquidity or financial position.

~~In December 2013,~~On April 6, 2018, CEMEX Colombia received a special proceeding from the ~~Mexican Congress approved amendments to~~Colombian Tax Authority (the “Tax Authority”), where certain deductions included in the 2012 income tax return were rejected. The Tax Authority assessed an increase in the income tax ~~law effective January 1, 2014, which eliminated the~~payable by CEMEX Colombia and imposed an inaccuracy penalty for amounts in Colombian pesos equivalent to approximately US$38 (Ps747) of income tax ~~consolidation regime. A period~~and US$38 (Ps747) of ~~up to 10 years was established for the settlement of any liability for income taxes related~~penalty. On June 22, 2018, CEMEX Colombia filed a response to the ~~tax consolidation regime~~special proceeding within the legal term. On December 28, 2018, CEMEX Colombia received an official review settlement ratifying the rejected deductible items and amounts. CEMEX Colombia will file a reconsideration request within the next two months. If the proceeding would be adversely resolved in the final stage, CEMEX Colombia must pay the amounts determined in the official settlement plus interest accrued ~~until December 31, 2013,~~on the amount ~~which considering the rules issued for the disconnection~~ of the income tax ~~consolidation regime amounted to Ps24,804. In October 2015, a new tax reform approved by~~adjustment until the Mexican Congress (the “new tax reform”) granted entities the option to settle a portion of the liability for the exit of the tax consolidation regime using available tax loss carryforwards of the previously consolidated entities, considering a discount factor, and a tax credit to offset certain items of the aforementioned liability. Consequently, as a result of payments made during 2014 and 2015, the liability was further reduced to Ps16,244, which after the application of the tax credit and tax loss carryforwards (as provided by the new tax reform) which had a book value for CEMEX before discount of Ps11,136, as of December 31, 2015, the Parent Company’s liability was reduced to Ps3,971.payment date. As of December 31, ~~2017~~2018, in this stage of the proceeding, CEMEX believes an adverse resolution in this proceeding after conclusion of all available defense procedures is not probable, however, it is difficult to assess with certainty the likelihood of an adverse result in the proceeding; but if adversely resolved, CEMEX believes this proceeding should not have a material adverse impact on the operating results, liquidity or financial position of CEMEX.

In September 2012, the Tax Authority requested CEMEX Colombia to amend its income tax return for the year 2011 in connection with several deductible expenses including the amortization of goodwill. CEMEX Colombia rejected the arguments of the ordinary request and ~~2016,~~filed a motion requesting the case to be closed. The 2011 income tax return was under audit of the Tax Authority from August 2013 until September 5, 2018, when CEMEX Colombia was notified of a special requirement in which the Tax Authority rejects certain deductions included in such income tax return of the year 2011 and determined an increase in the income tax payable and imposed a penalty for amounts in Colombian pesos equivalent to approximately US$26 (Ps511) of income tax and US$26 (Ps511) of penalty. CEMEX Colombia filed a response to the special requirement on November 30, 2018. If the proceeding would be adversely resolved in its final stage, CEMEX Colombia would have to pay the amounts determined in the official settlement plus interest accrued on the amount of the income tax adjustment until the date of payment. As of December 31, 2018, in this stage of the proceeding, CEMEX believes an adverse resolution in this proceeding after conclusion of all available defense procedures is not probable, however, it is difficult to assess with certainty the likelihood of an adverse result in the proceeding; but if adversely resolved, CEMEX believes this proceeding should not have a material adverse impact on the operating results, liquidity or financial position of CEMEX.

In April 2011, the Tax Authority notified CEMEX Colombia of a special proceeding rejecting certain deductions taken by CEMEX Colombia in its 2009 tax return considering they are not linked to direct

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~Uncertain tax positions and significant~~Significant tax proceedings — continued

~~payments made during these years net of inflation adjustments, CEMEX reduced the balance payable to Ps2,456 and Ps3,236, respectively.~~

•

In April 2011, the Colombian Tax Authority (“Dirección de Impuestos”) notified CEMEX Colombia of a special proceeding rejecting certain deductions taken by CEMEX Colombia in its 2009 tax return considering they are not linked to direct revenues recorded in the same fiscal year, and assessed an increase in taxes to be paid by CEMEX Colombia ~~in an amount~~and imposed a penalty for amounts in Colombian pesos equivalent to US$~~30 (Ps593)~~28 (Ps550) of income tax and ~~imposed a~~US$28 (Ps550) of penalty, considering changes in ~~an amount in Colombian pesos equivalent to US$48 (Ps948), both as of December 31, 2017.~~law that reduced the original penalty. After several appeals of CEMEX Colombia to the Colombian Tax Authority’s special proceeding in the applicable courts in which CEMEX Colombia obtained negative resolutions in each case over the years, in July 2014, CEMEX Colombia filed an appeal against this resolution before the Colombian State Council (Consejo de Estado). If the proceeding would be adversely resolved in the final stage, CEMEX Colombia must pay the amounts determined in the official settlement plus interest accrued on the amount of the income tax adjustment until the payment date. As of December 31, ~~2017, at~~2018, in this stage of the proceeding, CEMEX ~~does not consider probable~~believes an adverse resolution in this proceeding ~~nonetheless,~~after conclusion of all available defense procedures is not probable, however, it is difficult to assess with certainty the likelihood of an adverse ~~result;~~result in the proceeding; but if adversely resolved, CEMEX believes this proceeding ~~could~~should not have a material adverse impact on ~~CEMEX’s~~the operating results, ~~of operations,~~ liquidity or financial ~~position.~~position of CEMEX.

20)	STOCKHOLDERS’ EQUITY

As of December ~~31,2017~~31, 2018 and ~~2016,~~2017, stockholders’ equity excludes investments in CPOs of the Parent Company held by subsidiaries of ~~Ps301~~Ps194 (20,541,277 CPOs) and ~~Ps327 (19,751,229~~Ps301 (20,541,277 CPOs), respectively, which were eliminated within “Other equity reserves.”

20.1)

COMMON STOCK AND ADDITIONALPAID-IN CAPITAL

As of December 31, ~~2017~~2018 and ~~2016,~~2017, the breakdown of common stock and additionalpaid-in capital was as follows:


		2017		2016			2018		2017
Common stock	Ps		4,171		4,162	Ps		4,171		4,171
Additionalpaid-in capital			140,483		123,174			141,151		140,483

	Ps		144,654		127,336	Ps		145,322		144,654

As of December 31, ~~2017~~2018 and ~~2016~~2017, the common stock of CEMEX, S.A.B. de C.V. was presented as follows:


	2017				2016				2018				2017
Shares¹	Series A²		Series B²		Series A²		Series B²		Series A²		Series B²		Series A²		Series B²
Subscribed and paid shares		30,214,469,912		15,107,234,956		28,121,583,148		14,060,791,574		30,002,628,318		15,001,314,159		30,214,469,912		15,107,234,956
Unissued shares authorized for executives’ stock compensation programs		531,739,616		265,869,808		638,468,154		319,234,077		936,375,524		468,187,762		531,739,616		265,869,808
Shares that guarantee the issuance of convertible securities³		4,529,605,020		2,264,802,510		5,218,899,920		2,609,449,960
Repurchased shares³										307,207,506		153,603,753		—		—
Shares that guarantee the issuance of convertible securities⁴										4,529,603,200		2,264,801,600		4,529,605,020		2,264,802,510
Shares authorized for the issuance of stock or convertible securities⁵										302,144,720		151,072,360		—		—

		35,275,814,548		17,637,907,274		33,978,951,222		16,989,475,611		36,077,959,268		18,038,979,634		35,275,814,548		17,637,907,274

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Common stock and additionalpaid-in capital — continued

1	As of December 31, ~~2017~~2018 and ~~2016,~~2017, 13,068,000,000 shares correspond to the fixed portion, and 41,048,938,902 shares in 2018 and 39,845,721,822 shares in 2017, ~~and 37,900,426,833 shares in 2016,~~ correspond to the variable portion.

2	Series “A” or Mexican shares must represent at least 64% of CEMEX’s capital stock; meanwhile, Series “B” or free subscription shares must represent at most 36% of CEMEX’s capital stock.

3	Shares repurchased under the share repurchase program authorized by the Company’s shareholders (note 20.2).

4	Refers to those shares that guarantee the conversion of both the outstanding voluntary and mandatorily convertible securities and new securities issues (note 16.2).

5	Shares authorized for issuance in a public offer or private placement and/or by issuance of new convertible securities.

On April 5, 2018, stockholders at the annual ordinary shareholders’ meeting approved: (i) a resolution to increase the variable common stock by issuing up to 750 million shares (250 million CPOs), which will be kept in the Parent Company’s treasury and used to be subscribed and paid pursuant to the terms and conditions of CEMEX’s long-term compensation stock program, and (ii) the amount of a reserve of up to US$500 or its equivalent in pesos for the year ending December 31, 2018 and until the next ordinary shareholders meeting to be held in 2019 for purposes of a Parent Company’s share repurchase program. On April 5, 2018, stockholders at the extraordinary shareholders’ meeting approved a resolution to increase the variable common stock by issuing up to 453 million shares (151 million CPOs), which will be kept in the Parent Company’s treasury for their subscription by means of issuance in a public offer or private placement and/or by issuance of new convertible securities. This authorization expires on April 4, 2023.

On March 30, 2017, stockholders at the annual ordinary shareholders’ meeting approved resolutions to: (i) increase the variable common stock through the capitalization of retained earnings by issuing up to 1,687 million shares (562 million CPOs), which shares were issued, representing an increase in common stock of Ps5, considering a nominal value of Ps0.00833 per CPO, and additionalpaid-in capital of Ps9,459; and (ii) increase the variable common stock by issuing up to 258 million shares (86 million CPOs), which will be kept in the Parent Company’s treasury to be used to preserve the anti-dilutive rights of note holders pursuant CEMEX’s convertible securities (note 16.2).

On March 31, 2016, stockholders at the annual ordinary shareholders’ meeting approved resolutions to: (i) increase the variable common stock through the capitalization of retained earnings by issuing up to 1,616 million shares (539 million CPOs), which shares were issued, representing an increase in common stock of Ps4, considering a nominal value of Ps0.00833 per CPO, and additionalpaid-in capital of Ps6,966; (ii) increase the variable common stock by issuing up to 297 million shares (99 million CPOs), which will be kept in the Parent Company’s treasury to be used to preserve the anti-dilutive rights of note holders pursuant CEMEX’s convertible securities (note 16.2).

On March 26, 2015, stockholders at the annual ordinary shareholders’ meeting approved resolutions to: (i) increase the variable common stock through the capitalization of retained earnings by issuing up to 1,500 million shares (500 million CPOs), which shares were issued, representing an increase in common stock of Ps4, considering a nominal value of Ps0.00833 per CPO, and ~~additionalpaid-in~~ ~~capital of Ps7,613;~~ (ii) increase the variable common stock by issuing up to 297 million shares (99 million CPOs), which will be kept in the Parent Company’s treasury to be used to preserve the anti-dilutive rights of note holders pursuant CEMEX’s convertible securities (note 16.2).

In connection with the long-term executive share-based compensation ~~program~~programs (note 21), in 2018, 2017 ~~2016~~ and ~~2015,~~2016, CEMEX issued approximately 49.3 million CPOs, 53.2 million CPOs and 53.9 million CPOs, ~~and 49.2 million,~~ respectively, generating an additionalpaid-in capital of Ps706 in 2018, Ps817 in 2017 and Ps742 in 2016 ~~and Ps655 in 2015~~ associated with the fair value of the compensation received by executives.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

20.2)

OTHER EQUITY RESERVES

As of December 31, ~~2017~~2018 and ~~2016~~2017, other equity reserves are summarized as follows:


		2017			2016				2018			2017
Cumulative translation effect, net of effects from perpetual debentures and deferred income taxes recognized directly in equity (notes 19.2 and 20.4)	Ps		21,288			31,293		Ps		17,683			21,288
Cumulative actuarial losses			(10,931	)		(10,934	)			(7,527	)		(10,931	)
Effects associated with CEMEX´s convertible securities¹			3,427			4,761
Treasury shares repurchased under share repurchase program (note 20.1)										(1,520	)		—
Effects associated with the Parent Company’s convertible securities¹										3,427			3,427
Treasury shares held by subsidiaries			(301	)		(327	)			(194	)		(301	)

	Ps		13,483			24,793		Ps		11,869			13,483

Represents the equity component upon the issuance of ~~CEMEX’s~~CEMEX, S.A.B. de C.V.’s convertible securities described in note 16.2, as well as the effects associated with such securities in connection with the change in the Parent Company’s functional currency (note 2.4). Upon conversion of these securities, the balances have been correspondingly reclassified to common stock and/or additionalpaid-in capital (note 16.1).

For the years ended December 31, 2018, 2017 ~~2016~~ and ~~2015,~~2016, the translation effects of foreign subsidiaries included in the statements of comprehensive income were as follows:


		2017			2016			2015				2018			2017			2016
Foreign currency translation result¹	Ps		(3,116	)		20,648			12,869		Ps		(3,713	)		(3,116	)		20,648
Foreign exchange fluctuations from debt²			(4,160	)		1,367			908				2,438			(4,160	)		1,367
Foreign exchange fluctuations from intercompany balances³			(2,243	)		(10,385	)		(5,801	)			(425	)		(2,243	)		(10,385	)

	Ps		(9,519	)		11,630			7,976		Ps		(1,700	)		(9,519	)		11,630

1	These effects refer to the result from the translation of the financial statements of foreign subsidiaries and include the changes in fair value of foreign exchange forward contracts designated as hedge of a net investment (note 16.4).

2	Generated by foreign exchange fluctuations over a notional amount of debt in CEMEX, S.A.B. de C.V., associated with the acquisition of foreign subsidiaries and designated as a hedge of the net investment in foreign subsidiaries (note 2.4).

Refers to foreign exchange fluctuations arising from balances with related parties in foreign currencies that are of a long-term investment nature considering that their liquidation is not anticipated in the foreseeable future and foreign exchange fluctuations over a notional amount of debt of a subsidiary of CEMEX España identified and designated as a hedge of the net investment in foreign subsidiaries.

20.3)

RETAINED EARNINGS

The Parent Company’s net income for the year is subject to a 5% allocation toward a legal reserve until such reserve equals one fifth of the common stock. As of December 31, ~~2017,~~2018, the legal reserve amounted to Ps1,804.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

20.4)

NON-CONTROLLING INTEREST AND PERPETUAL DEBENTURES

Non-controlling interest

Non-controlling interest represents the share ofnon-controlling stockholders in the equity and results of consolidated subsidiaries. As of December 31, ~~2017~~2018 and ~~2016,~~2017,non-controlling interest in equity amounted to

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016~~ Ps22,154 and ~~2015~~

~~(Millions of Mexican pesos)~~

~~Non-controlling~~ ~~interest — continued~~

Ps22,095, ~~and Ps19,876,~~ respectively. In addition, in 2018, 2017 ~~2016~~ and ~~2015,~~2016,non-controlling interests in consolidated net income were Ps789, Ps1,417 ~~Ps1,173~~ and ~~Ps923,~~Ps1,173, respectively. Thesenon-controlling interests arise mainly from the following CEMEX’s subsidiaries:

In February 2017, as described in note 4.1, CEMEX acquired a controlling interest in TCL, ~~which~~whose shares trade in the Trinidad and Tobago Stock Exchange. As of December 31, 2018 and 2017, there is anon-controlling interest in TCL of approximately 30.2% of its common shares (see note 4.4 for certain relevant condensed financial information).

In July 2016, CHP, an indirect wholly-owned subsidiary of CEMEX España, S.A., closed its initial offering of 2,337,927,954 new common shares, or 45% of CHP’s common shares, at a price of 10.75 Philippine ~~Pesos~~pesos per common share. The net proceeds from the offering of US$507 (considering an exchange rate of 46.932 ~~Philippines~~Philippine pesos per U.S. dollar on June 30, 2016), after deducting commissions and other offering expenses, were used by CEMEX for general corporate purposes, including the repayment of existing debt. CHP’s assets consist primarily of CEMEX’s cement manufacturing assets in the Philippines. As of December 31, ~~2017~~2018 and ~~2016,~~2017, there is anon-controlling interest in CHP of approximately 45% of its common shares in both years (see note 4.4 for certain relevant condensed financial information).

In November 2012, pursuant to a public offering in Colombia and an international private placement, CLH, a direct subsidiary of CEMEX España, S.A., concluded its initial offering of common shares. CLH’s assets include substantially all of CEMEX’s assets in Colombia, Panama, Costa Rica, Brazil, Guatemala and El Salvador. The Brazilian Operations were sold in 2018. As of December 31, ~~2017~~2018 and ~~2016,~~2017, there is anon-controlling interest in CLH of approximately 26.75% and 26.72%, respectively, of CLH’s outstanding common shares, excluding shares held in treasury (see note 4.4 for certain relevant condensed financial information).

~~Perpetual~~

Perpetual

debentures

As of December 31, ~~2017, 2016~~2018 and ~~2015,~~2017, the balances of thenon-controlling interest included US$444 (Ps8,729) and US$447 (Ps8,784)~~, US$438 (Ps9,075) and US$440 (Ps7,581)~~, respectively, representing the notional ~~amount~~amounts of perpetual debentures, which exclude any perpetual debentures held by subsidiaries.

Interest expense on the perpetual debentures, was included within “Other equity reserves” and amounted to Ps553 in 2018, Ps482 in 2017 and Ps507 in 2016, ~~and Ps432 in 2015,~~ excluding in all the periods the amount of interest accrued by perpetual debentures held by subsidiaries.

CEMEX’s perpetual debentures have no fixed maturity date and there are no contractual obligations for CEMEX to exchange any series of its outstanding perpetual debentures for financial assets or financial liabilities. As a result, these debentures, issued entirely by Special Purpose Vehicles (“SPVs”), qualify as equity instruments and are classified withinnon-controlling interest, as they were issued by consolidated entities. In addition, subject to certain conditions, CEMEX has the unilateral right to defer indefinitely the payment of interest due on the debentures. The classification of the debentures as equity instruments was made under applicable IFRS. The different SPVs were established solely for purposes of issuing the perpetual debentures and were included in CEMEX’s consolidated financial statements.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Perpetual debentures — continued

As of December 31, ~~2017~~2018 and ~~2016,~~2017, the detail of CEMEX’s perpetual debentures, excluding the perpetual debentures held by subsidiaries, was as follows:

2017

2016

Repurchase
option

Interest rate

2018

2017

Repurchase
option

Interest rate

Issuer

Issuance date

Nominal amount

Issuance date

Nominal amount

C10-EUR Capital (SPV) Ltd

May 2007

€

Tenth anniversary

EURIBOR + 4.79%

May 2007

€

Tenth anniversary

EURIBOR+4.79%

C8 Capital (SPV) Ltd

February 2007

US$

135

US$

135

Eighth anniversary

LIBOR + 4.40%

February 2007

US$

135

US$

135

Eighth anniversary

LIBOR+4.40%

C5 Capital (SPV) Ltd¹

December 2006

US$

Fifth anniversary

LIBOR + 4.277%

December 2006

US$

Fifth anniversary

LIBOR+4.277%

C10 Capital (SPV) Ltd

December 2006

US$

175

US$

175

Tenth anniversary

LIBOR + 4.71%

December 2006

US$

175

US$

175

Tenth anniversary

LIBOR+4.71%

1	Under the 2017 Credit Agreement, and previously under the 2014 Credit Agreement, CEMEX is not permitted to call these debentures.

21)	EXECUTIVE SHARE-BASED COMPENSATION

CEMEX has long-term restricted share-based compensation programs providing for the grant of the Parent Company’s CPOs to a group of eligible executives, pursuant to which, new CPOs are issued under each annual program over a service period of four years (the “ordinary program”). The Parent Company’s CPOs of the annual grant (25% of each annual ordinary program) are placed at the beginning of the service period in the executives’ accounts to comply with a ~~one year~~one-year restriction on sale. Under the ordinary programs, the Parent Company issued new shares for approximately 49.3 million CPOs in 2018, 53.2 million CPOs in 2017 and 53.9 million CPOs in 2016, ~~and 49.2 million CPOs in 2015~~ that were subscribed and pending for payment in the Parent Company’s treasury. As of December 31, ~~2017,~~2018, there are approximately 7969.5 million CPOs associated with these annual programs that are potentially expected to be issued in the following years as the executives render services.

~~Moreover, beginning~~Beginning in 2017, with the approval of the Parent Company’s Board of Directors, for a group of key executives, the conditions of the program were modified for new awards by reducing the service period from four to three years and implementing ~~three-annual~~tri-annual internal and external performance metrics, which depending inon their weighted achievement, may result in a final payment inof the Parent Company’s CPOs at the end of the third year between 0% and 200% of the target for each annual program (the “key executives program”). During 2018 and 2017, no CPOs of the Parent Company were issued under the key ~~executives~~executives’ program.

Beginning January 1, 2013, those eligible executives belonging to the operations of CLH and subsidiaries ceased to receive Parent Company’s CPOs and instead started receiving shares of CLH, sharing significantly the same conditions of CEMEX’s plan also over a service period of four years. During 2018, 2017 ~~2016~~ and ~~2015,~~2016, CLH physically delivered 258,511 shares, 172,981 shares ~~271,461 shares~~ and ~~242,618~~271,461 shares, respectively, corresponding to the vested portion of prior years’ grants, which were subscribed and held in CLH’s treasury. As of December 31, ~~2017,~~2018, there are ~~798,552~~1,162,186 shares of CLH associated with these annual programs that are expected to be delivered in the following years as the executives render services.

In addition, beginning in 2018, those eligible executives belonging to the operations of CHP and subsidiaries ceased to receive Parent Company’s CPOs and instead started receiving shares of CHP, sharing significantly the same conditions of CEMEX’s plan. During 2018, CHP did not issue shares in connection with this program, for this year, CHP purchased 871,189 of its own shares in the market on behalf of and for delivery to the elegible executives.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Executive share-based compensation — continued

The combined compensation expense related to the programs described above as determined considering the fair value of the awards at the date of grant in 2018, 2017 ~~2016~~ and ~~2015,~~2016, was recognized in the operating results against ~~other~~“Other equity ~~reserves~~reserves” and amounted to Ps706, Ps817 and Ps742, ~~and Ps655, respectively.~~respectively, including in 2018 the cost of the CHP’s shares acquired in the market. The ~~weighted average~~weighted-average price per

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Executive share-based compensation — continued~~

Parent Company CPO granted during the period was approximately 13.61 pesos in 2018, 14.28 pesos in 2017 and 13.79 pesos in ~~2016 and 13.34 pesos in 2015.~~2016. Moreover, the ~~weighted average~~weighted-average price per CLH share granted during the period was 12,347 Colombian pesos in 2018, 13,077 Colombian pesos in 2017 and 13,423 Colombian pesos in ~~2016 and 14,291 Colombian pesos in 2015.~~2016. As of December 31, ~~2017~~2018 and ~~2016,~~2017, there were no options or commitments to make payments in cash to the executives based on changes in the market price of the Parent Company’s CPO or CLH’s shares.

22)	EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income attributable to ordinary equity holders of the Parent Company (the numerator) by the ~~weighted average~~weighted-average number of shares outstanding (the denominator) during the period. Shares that would be issued depending only byon the passage of time should be included in the determination of the basic ~~weighted average~~weighted-average number of shares outstanding. Diluted earnings per share should reflect in both the numerator and denominator the assumption that convertible instruments are converted, that options or warrants are exercised, or that ordinary shares are issued upon the satisfaction of specified conditions, to the extent that such assumption would ~~led~~lead to a reduction in basic earnings per share or an increase in basic loss per ~~share, otherwise,~~share. Otherwise, the effects of potential shares are not considered because they generate antidilution.

The amounts considered for calculations of earnings per share in 2018, 2017 ~~2016~~ and ~~2015~~2016, were as follows:


	2017		2016		2015		2018		2017		2016
Denominator (thousands of shares)
Weighted average number of shares outstanding¹		43,107,457		42,211,409		41,491,672
Weighted-average number of shares outstanding¹								45,569,180		43,107,457		42,211,409
Capitalization of retained earnings²		1,687,295		1,687,295		1,687,295		—		1,687,295		1,687,295
Effect of dilutive instruments — mandatorily convertible securities (note 16.2)³		708,153		708,153		708,153		708,153		708,153		708,153

Weighted average number of shares — basic		45,502,905		44,606,857		43,887,120
Weighted-average number of shares — basic								46,277,333		45,502,905		44,606,857
Effect of dilutive instruments — share-based compensation (note 21)³		237,102		226,972		171,747		316,970		237,102		226,972
Effect of potentially dilutive instruments — optionally convertible securities (note 16.2)³		2,698,600		3,834,458		5,065,605		1,420,437		2,698,600		3,834,458

Weighted average number of shares — diluted		48,438,607		48,668,287		49,124,472
Weighted-average number of shares — diluted								48,014,740		48,438,607		48,668,287

Numerator
Net income from continuing operations	Ps	13,139		14,438		1,096	Ps	11,044		13,180		14,491
Less:non-controlling interest net income		1,417		1,173		923		789		1,417		1,173

Controlling interest net income from continuing operations		11,722		13,265		173		10,255		11,763		13,318
Plus: after tax interest expense on mandatorily convertible securities		91		119		144		61		91		119

Controlling interest net income from continuing operations — for basic earnings per share calculations		11,813		13,384		317
Plus: after tax interest expense on optionally convertible securities		903		1,079		1,288

Controlling interest net income from continuing operations — for diluted earnings per share calculations	Ps	12,716		14,463		1,605

Net income from discontinued operations	Ps	3,499		768		1,028

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Earnings per share — continued


							2018		2017		2016
Controlling interest net income from continuing operations — for basic earnings per share calculations								10,316		11,854		13,437
Plus: after tax interest expense on optionally convertible securities								436		903		1,079

Controlling interest net income from continuing operations — for diluted earnings per share calculations							Ps	10,752		12,757		14,516

Net income from discontinued operations							Ps	212		3,461		713
	2017		2016		2015
Basic earnings per share
Controlling interest basic earnings per share	Ps	0.34		0.32		0.03	Ps	0.22		0.34		0.32
Controlling interest basic earnings per share from continuing operations		0.26		0.30		0.01		0.22		0.26		0.30
Controlling interest basic earnings per share from discontinued operations		0.08		0.02		0.02		0.00		0.08		0.02

Controlling interest diluted earnings per share⁴
Diluted earnings per share⁴
Controlling interest diluted earnings per share	Ps	0.34		0.32		0.03	Ps	0.22		0.34		0.32
Controlling interest diluted earnings per share from continuing operations		0.26		0.30		0.01		0.22		0.26		0.30
Controlling interest diluted earnings per share from discontinued operations		0.08		0.02		0.02		0.00		0.08		0.02

1	The ~~weighted average~~weighted-average number of shares outstanding in ~~2016~~2017 and ~~2015~~2016 reflects the shares issued as a result of the capitalization of retained earnings declared onin March ~~2016~~2017 and March ~~2015,~~2016, as applicable (note 20.1).

2	According to resolution of the Parent Company’s ~~stockholders’~~shareholders’ meeting on ~~March 30, 2017.~~April 5, 2018. There was no capitalization of retained earnings in 2018.

The number of Parent Company’s CPOs to be issued under the executive share-based compensation programs, as well as the total amount of Parent Company’s CPOs committed for issuance in the future under the mandatorily and optionally convertible securities, are computed from the beginning of the reporting period. The number of shares resulting from the executives’ stock option programs is determined under the inverse treasury method.

4	For 2018, 2017 ~~2016~~ and ~~2015,~~2016, the effects on the denominator and numerator of potential dilutive shares generate antidilution; therefore, there is no change between the reported basic earnings per share and diluted earnings per share.

23)	COMMITMENTS

23.1)

GUARANTEES

As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX, S.A.B. de C.V., had guaranteed loans of certain subsidiaries for US$1,493 (Ps29,331) and US$1,506 (Ps29,601) ~~and US$2,887 (Ps59,819)~~, respectively.

23.2)

PLEDGED ASSETS

CEMEX transferred to a guarantee trust the shares of its main subsidiaries, including, among others, CEMEX México, S.A. de C.V., New Sunward Holding B.V. and CEMEX España, S.A., and entered into pledge

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Pledged assets — continued

agreements in order to secure payment obligations under the 2017 Credit Agreement (formerly under the 2014 Credit Agreement and the Facilities Agreement) and other debt instruments entered into prior toand after the date of these agreements (note 16.1).

As of December 31, ~~2017~~2018 and ~~2016,~~2017, there are no liabilities secured by property, machinery and equipment.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

23.3)

OTHER COMMITMENTS

As of December 31, ~~2017~~2018 and ~~2016,~~2017, CEMEX was party ofto other commitments for several purposes, including the purchase of fuel and energy, ~~which~~the estimated future cash flows over ~~their~~ maturity of which are presented in note 23.5. A description of the most significant contracts is as follows:

Beginning in April 2016, in connection with ~~the beginning of full commercial operations of~~ the Ventika, S.A.P.I. de C.V. and the Ventika II, S.A.P.I. de C.V. wind farms (jointly “Ventikas”) located in the Mexican state of Nuevo Leon with a combined generation capacity of 252 Megawatts (“MW”), CEMEX agreed to acquire a portion of the energy generated by Ventikas for its overall electricity needs in Mexico for a period of 20 ~~years, which began in April 2016. As of December 31, 2017, the~~years. The estimated annual cost of this agreement is US$2725 (unaudited) assuming that CEMEX receives all its energy allocation. Nonetheless, energy supply from wind ~~source~~ is variable in nature and final amounts ~~will be~~are determined considering the final MW per hour (“MWh”) effectively received at the agreed prices per unit.

On July ~~30,~~27, 2012, CEMEX signed a10-year strategic agreement with International Business Machines Corporation (“IBM”) pursuant to which IBM provides, among others, data processing services (back office) in finance, accounting and human resources; as well as Information Technology (“IT”) infrastructure services, support and maintenance of IT applications in the countries in which CEMEX operates.

Beginning in February 2010, for its overall electricity needs in Mexico CEMEX agreed with EURUS the purchase a portion of the electric energy generated for a period of no less than 20 years. EURUS is a wind farm with an installed capacity of 250 MW operated by ACCIONA in the Mexican state of Oaxaca. ~~As of December 31, 2017, the~~The estimated annual cost of this agreement is US$71 (unaudited) assuming that CEMEX receives all its energy allocation. Nonetheless, energy supply from wind source is variable in nature and final amounts will be determined considering the final MWh effectively received at the agreed prices per unit.

CEMEX maintains a commitment initiated in April 2004 to purchase the energy generated by Termoeléctrica del Golfo (“TEG”) until 2027 for its overall electricity needs in Mexico. ~~As of December 31, 2017, the~~The estimated annual cost of this agreement is US$~~110~~132 (unaudited) assuming that CEMEX receives all its energy allocation. Nonetheless, final amounts will be determined considering the final ~~MWg~~MWh effectively received at the agreed prices per unit.

In regards with the above, CEMEX also committed to supply TEG and another third-party electrical energy generating plant adjacent to TEG all fuel necessary for their operations until the year 2027, equivalent to approximately 1.2 million tons of petroleum coke per year. CEMEX covers its commitments under this agreement acquiring the aforementioned volume of fuel from sources in the international markets and Mexico.

CEMEX OstZement GmbH (“COZ”), CEMEX’s subsidiary in Germany, held a long-term energy supply contract until 2023 with STEAG—Industriekraftwerk Rüdersdorf GmbH (“SIKW”) in connection with the overall electricity needs of CEMEX’s Rüdersdorf plant. Based on the contract, each year COZ has the option to fix in advance the volume of energy in terms of MW that it will acquire from ~~VEN~~ SIKW, with the option to adjust the purchase amount one time on a monthly and quarterly basis. The estimated annual cost of this agreement is approximately US$1215 (unaudited) assuming that CEMEX receives all its energy allocation.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

23.4)

COMMITMENTS FROM EMPLOYEE BENEFITS

In some countries, CEMEX has self-insured health care benefits plans for its active employees, which are managed on cost plus fee arrangements with major insurance companies or provided through health maintenance organizations. As of December 31, ~~2017,~~2018, in certain plans, CEMEX has established stop-loss limits for continued medical assistance derived from a specific cause (e.g., an automobile accident, illness, etc.) ranging from 23 thousand dollars to 400 thousand dollars. In other plans, CEMEX has established stop-loss limits per employee regardless of the number of events ranging from 100 thousand dollars to 2.5 million dollars. The contingency for CEMEX if all employees qualifying for health care benefits required medical services simultaneously is significantly. However, CEMEX believes this scenario is remote. The amount expensed through self-insured health care benefits was US$62 in 2018, US$64 ~~(Ps1,258)~~ in 2017 ~~US$69 (Ps1,430) in 2016~~ and US$69 ~~(Ps1,189)~~ in ~~2015.~~2016.

23.5)

CONTRACTUAL OBLIGATIONS

As of December 31, ~~2017 and 2016,~~2018, CEMEX had the following contractual obligations:


(U.S. dollars millions)	2017										2016
													2018
Obligations	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Long-term debt	US$	798		519		2,411		6,164		9,892		11,379	US$	7		1,788		2,347		5,197		9,339
Finance lease obligations¹		36		87		52		—		175		107		36		87		19		1		143
Convertible notes²		379		527		—		—		906		1,205		19		514		—		—		533

Total debt and other financial obligations³		1,213		1,133		2,463		6,164		10,973		12,691		62		2,389		2,366		5,198		10,015
Operating leases⁴		109		181		136		68		494		515		186		351		231		439		1,207
Interest payments on debt⁵		448		968		809		848		3,073		3,996		508		960		777		535		2,780
Pension plans and other benefits⁶		156		307		316		808		1,587		1,414		148		270		270		664		1,352
Purchases of raw materials, fuel and energy⁷		649		810		866		2,001		4,326		4,440
Acquisition of property, plant and equipment⁷														87		43		—		—		130
Purchases of raw materials, fuel and energy⁸														702		955		1,230		2,270		5,157

Total contractual obligations	US$	2,575		3,399		4,590		9,889		20,453		23,056	US$	1,693		4,968		4,874		9,106		20,641

	Ps	50,599		66,790		90,193		194,319		401,901		477,720	Ps	33,267		97,621		95,774		178,933		405,595

Represent nominal cash flows. As of December 31, ~~2017,~~2018, the NPV of future payments under such leases was US$~~158 (Ps3,105)~~122 (Ps2,396), of which, US$~~79 (Ps1,552)~~74 (Ps1,450) refers to payments from 1 to 3 years and US$~~48 (Ps943)~~14 (Ps276) refer to payments from 3 to 5 years. Beginning January 1, 2019, IFRS 16 eliminates the classifications of finance and operating leases. This elimination has no effect in the reported amounts of cash flows considering the contracts outstanding as of December 31, 2018 (note 2.20).

2	Refers to the components of liability of the convertible notes described in note 16.2 and assumes repayment at maturity and no conversion of the notes.

3	The schedule of debt payments, which includes current maturities, does not consider the effect of any refinancing of debt that may occur during the following years. In the past, CEMEX has replaced its long-term obligations for others of a similar nature.

The amounts represent nominal cash flows. CEMEX has operating leases, primarily for operating facilities, cement storage and distribution facilities and certain transportation and other equipment, under which annual rental payments are required plus the payment of certain operating expenses. Rental expense was US$185 (Ps3,493) in 2018, US$115 (Ps2,252) in 2017 and US$121 (Ps2,507) in ~~2016~~2016. Beginning January 1, 2019, IFRS 16 eliminates the classifications of finance and ~~US$114 (Ps1,967)~~operating leases. This elimination has no effect in ~~2015.~~the reported amounts of cash flows considering the contracts outstanding as of December 31, 2018 (note 2.20).

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Contractual obligations — continued

5	Estimated cash flows on floating rate denominated debt were determined using the floating interest rates in effect as of December 31, ~~2017 and 2016.~~2018.

6	Represents estimated annual payments under these benefits for the next 10 years (note 18), including the estimate of new retirees during such future years.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Contractual obligations — continued~~

7	Refers mainly to the expansion of a cement-production line in the Philippines.

Future payments for the purchase of raw materials are presented on the basis of contractual nominal cash flows. Future nominal payments for energy were estimated for all contractual commitments on the basis of an aggregate average expected consumption per year using the future prices of energy established in the contracts for each period. Future payments also include CEMEX’s commitments for the purchase of fuel.

24)	LEGAL PROCEEDINGS

24.1)

PROVISIONS RESULTING FROM LEGAL PROCEEDINGS

CEMEX is involved in various significant legal proceedings, the resolutions of which are deemed probable and imply the incurrence of losses and/or cash outflows or the delivery of other resources owned by CEMEX. As a result, certain provisions or losses have been recognized in the financial statements, representing the best estimate of the amounts payable or the amount of impaired assets. Therefore, CEMEX believes that it will not make significant expenditure or incur significant losses in excess of the amounts recorded. As of December 31, ~~2017,~~2018, the details of the most significant events giving effect to provisions or losses are as follows:

~~Regarding~~

In connection with the construction of the cement plant in the municipality of Maceo ~~project~~ in Colombia (note ~~14)~~13), in August 2012, CEMEX Colombia signed a memorandum of understanding (“MOU”) with the representative of CI Calizas y Minerales, S.A. (“CI Calizas”), ~~which objective was~~for the acquisition ~~and transfer~~ of assets ~~comprising~~consisting of land, the mining concession and ~~the~~ environmental permit, the ~~common~~ shares of ~~the entity~~ Zona Franca Especial Cementera del Magdalena Medio, S.A.S. (“Zomam”) (holder of the free trade zone concession)~~, as well as~~ and the rights to ~~build~~develop the ~~new~~ cement plant. After the signing of the MOU, a former shareholder of CI Calizas, who presumptively transferred its shares of CI Calizas two years before the signing of the MOU, was linked to a process of expiration of property initiated by Colombia’s Attorney General (the “Attorney General”). Amongst other measures, the Attorney General ordered the seizure and consequent suspension of the right to dispose the assets subject to the ~~MOU. CEMEX Colombia acquired~~MOU, including the shares of Zomam acquired by CEMEX Colombia before the beginning of such ~~process; nonetheless, the Attorney General decided to also include them in the action of expiration of property. To protect its interests and defend its rights as~~process. As a third party acting in good faith and free of guilt, CEMEX Colombia joined the expiration of property process and fully ~~cooperating~~cooperates with the Attorney General. As of December 31, 2018, it is estimated that it may take between five and ten years for a final resolution to be issued on the aforementioned process, which is in the investigatory stage, waiting for the legal counsels of the defendants appointed by the Attorney General to assume functions, which opens the evidentiary stage.

In July 2013, CEMEX Colombia signed with the provisional depository ~~of the assets, designed~~appointed by the Drugs National Department (Dirección Nacional de Estupefacientes~~, then~~ or the “DNE”) (then depository of the affected assets), which functions after its liquidation were assumed by the ~~Administrator~~Administration of Special Assets (Sociedad de Activos Especiales, S.A.S.or the “SAE”), a lease contract for a period of five years, ~~which can be early terminated by the SAE,~~ by means of which CEMEX Colombia was duly authorized to ~~continue with the necessary works for the construction~~build and ~~operation of~~operate the plant (the “Lease Contract”). ~~Likewise,~~Moreover, in 2014, the provisional depository granted a mandate to CEMEX Colombia for the same purpose. CEMEX considers that during the course of the different legal processes, the Lease Contract enables it to use and enjoy the land in order to operate the plant. Therefore, CEMEX Colombia plans to negotiate an extension to the Lease Contract before its maturity in July 2018, as well as an agreement that would allow CEMEX Colombia to operate the plant while the expiration of property process is exhausted.

In May2016, the Attorney General resolved to deny the inadmissibility request to the action for expiration of property previously filed by CEMEX Colombia, considering that it should broaden the collection of evidential elements and its analysis in order to take a resolution according to law. As of December 31, 2017, given the nature of the process and the several procedural stages, it is estimated that it may take between five and ten years for the issuance of a final resolution in respect to the aforementioned process, which is inpurposes.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Provisions resulting from legal proceedings — continued

~~its investigation stage awaiting for~~On July 15, 2018, the ~~defendants’ legal counsel (guardians~~~~ad litem~~~~) designated~~initial term of the Lease Contract signed by CEMEX Colombia with the ~~Attorney General~~DNE expired. Notwithstanding the expiry, CEMEX Colombia is entitled to ~~assume functions~~continue to build and use the plant pursuant to the terms of an accompanying mandate until the conclusion of the expiration of property proceeding. As of December 31, 2018, CEMEX Colombia maintains negotiations with the SAE in order to ~~open~~enter into a new long term lease contract that would replace precedent agreements and would allow CEMEX Colombia to continue the ~~evidentiary stage.~~construction and operation of the plant during a term of 21 years from the signing date with a potential extension of 10 additional years.

~~Moreover,~~In addition, in ~~connection with Maceo’s project,~~2012, CEMEX Colombia also engaged the same representative of CI Calizas to ~~also~~ represent in the name and on behalf of CEMEX Colombia in the acquisition of land adjacent to the plant, signing a new memorandum of understanding ~~with this representative~~ (the “Land MOU”).

During 2016, ~~CEMEX received reports~~ through ~~its anonymous reporting line, related to possible deficiencies in the purchase process of land were the cement plant is located. At this respect, CEMEX initiated~~ an investigation and internal audit in accordance with ~~its~~the corporate governance policies and ~~its~~ code of ethics of CEMEX and CLH considering reports of deficiencies in the purchasing process received in CEMEX’s anonymous reporting line, and after confirming the irregularities, in ~~such process described below. As a result, on~~ September ~~23,~~ 2016, CLH and CEMEX Colombia ~~decided to terminate~~terminated the employment relationship with the Vice President of Planning of CLH and CEMEX ~~Colombia,~~Colombia; with the Vice President of Legal Counsel of CLH and CEMEX Colombia; and accepted the resignation of the Chief Executive Officer of CLH and President of CEMEX ~~Colombia to facilitate investigations.~~Colombia. In order to strengthen the levels of leadership, management and best practices of corporate governance, in October 2016, the Parent Company’s Board of Directors ~~of CLH decided to separate~~separated the roles of Chairman of the Board of Directors, Chief Executive Officer of CLH and President of CEMEX Colombia, and ~~immediately~~ made the ~~respective~~corresponding appointments. Moreover, ~~pursuant to a requirement of CEMEX, S.A.B. de C.V.’s~~the Parent Company’s Audit Committee and of CLH’s Audit Commission ~~an audit firm, experts in forensic audits, was engaged in order to perform~~performed an independent investigation of the Maceo ~~project.~~project through experts in forensic audit. Additionally, the management of CEMEX Colombia and CLH engaged ~~an external firm to assist CLH and CEMEX Colombia on~~legal advisors for the ~~necessary~~required collaboration with the Attorney General and ~~management also engaged a team of external lawyers for its own legal advice.~~other purposes.

The investigation and internal audit initiated induring 2016 found that under the MDE and the Land MDE, CEMEX Colombia made ~~cash~~deposits in the representative’s bank account for advances and paid ~~interest to this representative~~interests, settled in kind following its instructions, for amounts in Colombian pesos equivalent to approximately US$13.4 and US$1.2, respectively, ~~in both cases~~ considering the ~~Colombian peso to U.S. dollar~~ exchange rate as of December 31, 2016. These payments were deposited in the representative’s personal bank account as advance payments under the MOU and the Land MOU. CEMEX Colombia paid interest according to the representative’s instructions. Pursuant to the expiration of property process of the assets subject to the MOU and the failures to legally formalize the purchases under the Land MOU, as of the reporting date, CEMEX Colombia is not the legitimate owner of the aforementioned assets. Considering that payments made by CEMEX Colombia under the MOU and the Land MOU were made in ~~violation~~breach of CEMEX’s and CLH’s ~~internal policies;~~policies. As a result, both, CLH and CEMEX Colombia reported these facts to the Attorney General, providing the findings ~~obtained during the investigations and internal audits, and also~~on hand. In December 2016, CEMEX Colombia filed a claim in the civil courts aiming that all property rights ~~related to~~of the ~~additional~~ land acquired under de Land MOU, some of which were assigned to the representative, would be ~~effectively~~ transferred to ~~CEMEX.~~CEMEX Colombia. As of September 30, 2018, due to the process of expiration of property of the assets under the MDE and the deficient formalization of the acquisitions under the Land MDE, CEMEX Colombia is not the rightful owner of the aforementioned assets.

~~Based on the investigation and internal audit related to Maceo’s project mentioned above, and~~As a result, considering ~~the findings and~~ the legal opinions available ~~in December 2016, CEMEX determined: a)~~and low probability of recovering ~~resources delivered under~~such advances, in December 2016, the ~~different memorandums of understanding~~Company reduced investments in process for ana net amount in Colombian pesos equivalent to approximately US$14.1 (Ps264), which included: a) a reduction of US$14.3 (Ps295) ~~recognized as part~~for impairment of ~~investments in progress, were reduced to zero recognizing an impairment loss for such amount~~assets against “Other expenses, ~~net;~~net,” including approximately US$2.3 (Ps43) of impairment losses not related with the MOU or the Land MOU; b) ~~certain purchases~~a reduction of ~~equipment installed in the plant were considered exempt~~US$9.1 (Ps188) against “Other accounts payable” for VAT purposes under the benefits of the free trade zone, however, as those assets were actually installed outside of the free trade zone’s area, they lack of such benefits, therefore, CEMEX increased investments in progress against VAT accounts payable for US$9.2 (Ps191); and c) the cancellation of the ~~balance~~remaining account payable to CI Calizas under the ~~MOU~~MOU; and c) an increase in investments in process for US$9.2 (Ps191) recognized against VAT accounts payable related with certain purchases of equipment installed outside the polygon of the free zone that were not exempted from this tax. All these amounts considering the exchange rate as of December 31, 2016. During

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Provisions resulting from legal proceedings — continued

connection with the acquisition of the assets for US$9.1 (Ps188) against a reduction in investments in progress. All these amounts considering the Colombian peso to U.S. dollar exchange rate as of December 31, 2016. During 2017, ~~no additional significant adjustments or losses have been determined in relation to this project.~~ CEMEX Colombia further determined an ~~initial total budget~~adjustment and payment of additional VAT in the free zone for ~~the Maceo plant of~~approximately US$340. As of December 31, 2017, the carrying amount of the project, net of adjustments, is for an amount in Colombian pesos equivalent to Ps6,543 (US$333), considering the exchange rates as of December 31, 2017.5.

~~In relation to the aforementioned irregularities detected,~~Moreover, there is an ongoing criminal investigation by the Attorney ~~General. As of December 31, 2017, the investigation by the Attorney~~ General which is ~~finalizing~~in its ~~initial stage (inquiry)~~second investigatory stage. The hearing for indictments was held between June 12 and ~~a hearing to present~~29, 2018, whereas charges ~~was set for January 15, 2018, which would initiate the second stage~~were brought against two of the ~~proceeding (investigation).~~former executives of CEMEX ~~is neither able to~~Colombia and the representative of CI Calizas, and pretrial detention of the defendants was determined. CEMEX cannot predict the actions that the General Attorney could implement ~~nor~~or the possibility and degree in which any of these ~~possible~~ actions ~~including the termination of employment of the aforementioned executives,~~ could have a material adverse effect on CEMEX’s results of operation, liquidity or financial position. Under the presumption that CEMEX Colombia ~~conducted itself~~acted in good faith, CEMEX considers that it will retain ownership of the plant (note 14) and ~~considering~~ that the rest of its ~~investments made in the development of Maceo’s project were made with the consent of the SAE and CI Calizas, such~~ investments are protected by Colombian law, under which, if a person builds on the property of a third party, with full knowledge of such third party, this third party may: a) take ownership of the plant ~~provided a corresponding~~paying indemnity to CEMEX Colombia, or otherwise, b) oblige CEMEX Colombia to purchase the land. ~~Consequently, CEMEX considers that will be able to retain ownership of the plant and other refurbishments made.~~ Nonetheless, had this not be the case, CEMEX Colombia would take all necessary actions to safeguard the project in Maceo. At this respect, ~~there is the possibility that CEMEX considers remote, in which,~~ in the event that the expiration of property over the assets subject to the MOU is ordered in favor of the State, the SAE may decide not to sell the assets to CEMEX Colombia, or, the SAE may elect to maintain ownership of the assets and not extend the Lease Contract. In both cases, under Colombian law, CEMEX Colombia would be entitled to an indemnity for the amount of its incurred investments. ~~However,~~Nonetheless, although as of December 31, 2018, CEMEX Latam cannot estimate if the expiration of property of the assets subject to the MDE would be declared in favor of the State, or as the case may be, if the SAE would determine to sell or not those assets to CEMEX Colombia or if a new Lease Contract would be negotiated or not, CEMEX Colombia does not consider probable that any of these adverse results may occur, but would any of these adverse results occur upon which an adverse resolution ~~at this respect~~is received, such adverse resolution could have a material adverse effect on ~~the Company’s~~CEMEX’s results of operations, liquidity or financial condition.

~~In October 2016, considering information that also emerged from the audits, CEMEX decided to postpone~~As of December 31, 2018, thestart-up of the Maceo plant and the construction of the access road ~~until the following issues would be resolved: (i) there are pending~~remain suspended, mainly considering certain permits required to finalize the access road, toas well as ongoing requests and procedures with the ~~Maceo plant, critical infrastructure to assure safety and capacity to transport products from the plant; (ii) CEMEX Colombia has requested an expansion to the free trade zone to cover the totality~~relevant authorities oriented to: a) resolve any overlap of the ~~cement plant in order to access the tax benefits originally projected for the plant, for which is critical that the request for partial adjustment to the District of~~project with an Integrated Management District (“~~DIM”~~IMD”) ~~would be finalized in July 2018, in order~~, b) modify the land use where the project is located to ~~allow CEMEX Colombia continue~~harmonize it with ~~the expansion process of the free trade zone; (iii) it is necessary to~~industrial and mining use, c) modify the environmental license to expand its production to 950 thousand tons of clinker per year as initially planned; as well as to reduce the size of the zoning area in order to avoid any overlap with the DIM; (iv) a subsidiary of CEMEX Colombia holds the environmental permit for project Maceo, however, the transfer of the mining concession was revoked by the Antioquia Mining Government Ministry in December 2013 and reassigned to CI Calizas. As a result, the environmental permit and the mining concession are in custody of different entities, contrary to standard situation; and (v) the mining permit of the plant partially overlaps with the DIM. In connection with these issues, on December 13, 2016, Corantioquia, the regional environmental agency, communicated its negative resolution to CEMEX Colombia’s request to increase the ~~mining concession for~~permitted production up to 950 thousand tons per year, ~~resolution that~~d) obtain the extension of the free zone to cover the entire plant, and e) resolve the ownership of the environmental license and the mining title which transfer to a subsidiary of CEMEX Colombia was ~~appealed~~revoked by the regional environmental authority; until progress is achieved in these processes. CEMEX Colombia continues working to address these issues as soon as possible. In October 2017, CEMEX Colombia presented the initial request for the partial subtraction of the Maceo project from the IMD to test the feasibility of achieving the proposed expansion of the activity in the project and comments were received in May 2018. In this regard, on October 11, 2018, CEMEX Colombia submitted a response to the latest request for information in connection with such subtraction process. This process of partial subtraction of the Maceo project, would allow the removal of the cement operation productive area from the IMD. This request requires evidence of the viability to develop the proposed activity of the cement project in said area. Meanwhile, CEMEX Colombia will limit its activities to those on which it has the relevant authorizations.

On December 11, 2017, in the context of a market investigation opened in 2013 against five cement companies and 14 executives of those companies, including two former executives of CEMEX Colombia

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

Provisions resulting from legal proceedings — continued

whom continues working to address these issues as soon as possible, including the zoning and reconciliation of the Maceo project with the DIM, as well as analyzing alternatives for partial extraction of the DIM aiming to evidence the feasibility of achieving the expansion of the proposed activity in the project. Once these alternatives are implemented, CEMEX Colombia would reconsider submitting a new request for modification of the environmental license to expand its production to the initially envisaged 950 thousand tons. Meanwhile, CEMEX Colombia will limit its activities to those authorized under the currently effective environmental license and mining title.

•

~~On December 11, 2017, in the context of a market investigation opened in 2013 against five cement companies and 14 executives of those companies, including two former executives of CEMEX Colombia~~

for purported practices that limited free competition, and after several processes over the years, the Colombian Superintendence of Industry and Commerce (Superintendencia de Industria y Comercio or the “SIC”) imposed a final fine to CEMEX Colombia for an amount equivalent to US$25 (Ps491) ~~to be paid no later than January 5, 2018, considering CEMEX Colombia’s defense strategy.~~. As a result, ~~as of December 31, 2017,~~ CEMEX Colombia recognized a provision for ~~the full~~this amount against “Other expenses, ~~net.”~~net” in 2017. This fine was paid on January 5, 2018. On June 7, 2018, CEMEX Colombia ~~will not appeal the resolution of the SIC and instead intends directly to file~~filed an annulment and reestablishment of right claim before the Administrative Court ~~within~~seeking for the ~~four months after~~annulment of the ~~resolution. Once filed, this~~charges brought forth by the SIC and the restitution of the fine paid, with any adjustments provided by Colombian Law. This claim could take ~~a considerable amount of time in being~~up to six years to be resolved. As of December 31, ~~2017,~~2018, CEMEX is not able to assess the likelihood for the recovery of the fine imposed by the ~~SIC or the timeframe for the defense process.~~SIC.

In January 2007, the Polish Competition and Consumers Protection Office (the “Protection Office”) initiated an antitrust proceeding against all cement producers in the country, including CEMEX Polska Sp. Z.o.o.(“ (“CEMEX Polska”) and another subsidiary in Poland, arguing that there was an agreement between all cement producers in Poland regarding prices, market quotas and other sales conditions; and that the producers exchanged information, all of which limited competition in the Polish cement market. In December 2009, the Protection Office issued a resolution imposing fines on a number of Polish cement producers, including CEMEX Polska for the period of 1998 to 2006. The original fine imposed on CEMEX Polska ~~after~~was for an amount in Polish Zloty equivalent to US$31 (Ps609). After a resolution of December 2013 to an appeal filed against the Protection Office’s fine before the Polish Court of Competition and Consumer Protection ~~in Warsaw amounts~~(the “First Instance Court”) that reduced the fine and a resolution of March 2018 to ~~the equivalent~~an appeal of ~~US$27 (Ps531). In 2014,~~ CEMEX Polska filed before the Appeals Courts in Warsaw against the resolution of the First Instance Court, the fine was further reduced to a final amount in Polish Zloty equivalent to US$18 (Ps354). This final amount was paid in 2018. On November 19, 2018, CEMEX Polska filed before the Polish Supreme Court an appeal against the ~~fine and~~Appeal Court’s judgment seeking the case has been since in the Appeals Court in Warsaw (the “Appeals Court”). The above mentioned penalty is not enforceable until the Appeals Court issues its final judgment and if the penalty is maintained in the final resolution, then it will be payable within 14 calendar daysreduction of the ~~announcement.~~imposed fine. As of December 31, ~~2017,~~2018, CEMEX ~~had accrued~~Polska expects that, during the first half of 2019, the Polish Supreme Court will issue a ~~provision for the full amount~~decision regarding acceptance of the ~~fine mentioned above representing the best estimate in connection with this resolution. CEMEX Polska estimates that the final judgment will be issued during 2018.~~cassation appeal for its study.

As of December 31, ~~2017,~~2018, CEMEX had accrued environmental remediation liabilities in the United Kingdom pertaining to closed and current landfill sites for the confinement of waste, representing the NPV of such obligations for an amount in ~~Sterling Pounds~~pounds sterling equivalent to US$~~178 (Ps3,493)~~167 (Ps3,282). Expenditure was assessed and quantified over the period in which the sites have the potential to cause environmental harm, which was accepted by the regulator as being up to 60 years from the date of closure. The assessed expenditure included the costs of monitoring the sites and the installation, repair and renewal of environmental infrastructure.

As of December 31, ~~2017,~~2018, CEMEX had accrued environmental remediation liabilities in the United States for ~~an amount of~~ US$~~30 (Ps586)~~33 (Ps648), related to: a) the disposal of various materials in accordance with past industry practice, which might currently be categorized as hazardous substances or wastes, and b) the cleanup of sites used or operated by CEMEX, including discontinued operations, regarding the disposal of hazardous substances or waste, either individually or jointly with other parties. Most of the proceedings are in the preliminary stages and a final resolution might take several years. CEMEX does not believe that it will be required to spend significant sums on these matters in excess of the amounts previously recorded. The ultimate cost that may be incurred to resolve these environmental issues cannot be assured until all environmental studies, investigations, remediation work and negotiations with, or litigation against, potential sources of recovery have been completed.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 ~~2016~~ and ~~2015~~2016

(Millions of Mexican pesos)

~~Provisions resulting from legal proceedings — continued~~

industry practice, which might currently be categorized as hazardous substances or wastes, and b) the cleanup of sites used or operated by CEMEX, including discontinued operations, regarding the disposal of hazardous substances or waste, either individually or jointly with other parties. Most of the proceedings are in the preliminary stages, and a final resolution might take several years. Based on the information developed to date, CEMEX’s does not believe that it will be required to spend significant sums on these matters in excess of the amounts previously recorded. The ultimate cost that may be incurred to resolve these environmental issues cannot be assured until all environmental studies, investigations, remediation work and negotiations with, or litigation against, potential sources of recovery have been completed.

24.2)

OTHER CONTINGENCIES FROM LEGAL PROCEEDINGS

CEMEX is involved in various legal proceedings, which have not required the recognition of accruals, considering that the probability of loss is less than probable or remote. In certain cases, a negative resolution may represent ~~the revocation of an operating license, in which case, CEMEX may experience~~ a decrease in future revenues, an increase in operating costs or a loss. Nonetheless, until all stages in the procedures are exhausted in each proceeding, CEMEX cannot assure the achievement of a final favorable resolution. As of December 31, ~~2017,~~2018, the most significant events with a quantification of the potential loss, when it is determinable and would not impair the outcome of the relevant proceeding, were as follows:

On September 20, 2018, triggered by heavy rainfall, a landslide causing damages and fatalities (the “Landslide”) occurred in a site located within an area covered by mining rights of APO Land & Quarry Corporation (“ALQC”) in Naga City, Cebu, Philippines. ALQC is a principal raw material supplier of APO Cement Corporation (“APO”), a wholly-owned subsidiary of CHP. CEMEX indirectly owns a minority 40% stake in ALQC. On November 19, 2018, CHP and APO were served summons concerning an environmental class action lawsuit filed by 40 individuals and one legal entity (on behalf of 8,000 individuals allegedly affected by the Landslide) at the Regional Trial Court of Talisay, Cebu, against CHP, ALQC, APO, the Mines and Geosciences Bureau of the Department of Environment and Natural Resources, the City Government of Naga, and the Province of Cebu. In the complaint, (i) among other allegations, plaintiffs claim that the Landslide occurred as a result of the defendants’ gross negligence; and (ii) seek, among other relief, (a) monetary damages for an amount in Philippine Pesos equivalent to US$82 (Ps1,611), (b) the establishment of a rehabilitation fund for an amount in Philippine Pesos equivalent to US$10 (Ps197), and (c) the issuance of a Temporary Environment Protection Order against ALQC aiming to prevent ALQC from performing further quarrying activities while the case is still pending. As of December 31, 2018, CHP, APO and ALQC (collectively, the “Private Defendants”) hold and will defend its position that the Landslide occurred due to natural causes and deny any liability. In the event a final adverse resolution is issued in this matter, plaintiffs will have the option to proceed against any one of ALQC, APO or CHP for satisfaction of the entirety of the potential judgement award, without the need to proceed against any other Private Defendant beforehand. Thus, ALQC’s, APO’s or CHP’s assets alone could be exposed to execution proceedings. As of December 31, 2018, CEMEX is not able to assess the likelihood of an adverse result to this lawsuit; and, because of its current status and its preliminary nature, CEMEX is neither able to assess if a final adverse result in this lawsuit would have a material adverse impact on its results of operations, liquidity and financial position.

On June 12, 2018, the Authority for Consumer Protection and Competition Defense of Panama (the “Panama Authority”) carried out an administrative investigation against CEMEX and other competitors for the alleged commission of monopolistic practices in relation to the gray cement and theready-mix concrete markets. From the administrative investigation, the Panama Authority considered there were elements that serve as a basis to consider the possible existence of monopolistic or anticompetitive practices consisting of: (i) price fixing and/or production restriction of gray cement sold toready-mix concrete producers in Panama; and (ii) unilateral and/or joint predatory acts and/or cross subsidies in theready-mix concrete market. On October 16, 2018, the Panama Authority notified CEMEX of a new information request in order to continue their investigation. The Panama Authority is gathering facts necessary to make an informed decision about whether violations of Panamanian law have occurred. CEMEX is cooperating with the Panama Authority. As of December 31, 2018, given the status of the investigation, CEMEX is not able to assess if this investigation will lead to any fines, penalties or remedies, or if such fines, penalties or remedies, if any, would have a material adverse effect on the Company’s results of operations, liquidity or financial position.

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Other contingencies from legal proceedings — continued

Certain of CEMEX’s subsidiaries in the United States were notified of a grand jury subpoena dated March 29, 2018 issued by the United States Department of Justice (“DOJ”) related to an investigation of possible antitrust law violations in connection with CEMEX’s sales (and related sales practices) of gray Portland cement and slag in the United States and its territories. The objective of this subpoena is to gather facts necessary to make an informed decision about whether violations of U.S. law have occurred. CEMEX has been cooperating with the DOJ and is complying with the subpoena. As of December 31, 2018, given the status of the investigation, CEMEX is not able to assess if this investigation will lead to any fines, penalties or remedies, or if such fines, penalties or remedies, if any, would have a material adverse effect on the Company’s results of operations, liquidity or financial position.

On March 16, 2018, a putative securities class action complaint was filed against CEMEX and one of its members of the board of directors (CEO) and certain of its officers (CEO and CFO) in the U.S. District Court for the Southern District of New York, on behalf of investors who purchased or otherwise acquired securities of CEMEX between August 14, 2014 to March 13, 2018, inclusive. The complaint alleges that CEMEX purportedly issued press releases and SEC filings that included materially false and misleading statements in connection with alleged misconduct relating to the Maceo Project and the potential regulatory or criminal actions that might arise as a result. On September 14, 2018, CEMEX filed a motion to dismiss this lawsuit. During the fourth quarter of 2018, plaintiffs filed an opposition brief to this motion to dismiss. CEMEX denies liability and intends to vigorously defend the case. As of December 31, 2018, given the status of the lawsuit, CEMEX is not able to assess the likelihood of an adverse result to this lawsuit, and for the same reasons, CEMEX is not able to assess if a final adverse result in this lawsuit would have a material adverse impact on its results of operations, liquidity and financial position.

In December 2016, ~~CEMEX, S.A.B. de C.V.~~the Parent Company received subpoenas from the United States Securities and Exchange Commission (“SEC”) seeking information ~~that may allow determining~~to determine whether there ~~are~~have been any violations of the U.S. Foreign Corrupt Practices Act ~~in connection with~~stemming from the Maceo project. These subpoenas do not mean that the SEC has concluded that ~~CEMEX~~the Parent Company or any of its affiliates violated the law. The ~~payments made by CEMEX Colombia in connection with Maceo’s project under the MOU and the MOU with the Representative described above, were made tonon-governmental~~ ~~individuals in breach of CEMEX and CLH established protocols. CEMEX~~Parent Company has been cooperating with the SEC ~~and the Attorney General~~ and intends to continue cooperating fully with the ~~SEC and the Attorney General. It is possible that the United States Department of Justice or investigatory entities in other jurisdictions may~~SEC. The DOJ also ~~open investigations~~opened an investigation into this matter. ToIn this regard, on March 12, 2018, the ~~extent they do so, CEMEX~~DOJ issued a grand jury subpoena to the Parent Company relating to its operations in Colombia and other jurisdictions. The Parent Company intends to cooperate fully with ~~those inquiries, as well.~~the SEC, the DOJ and any other investigatory entity. As of December 31, ~~2017, CEMEX~~2018, the Parent Company is ~~neither able~~unable to predict the duration, scope, or outcome of either the SEC investigation or the DOJ investigation, or any other investigation that may arise, ~~nor has elements to determine~~or, because of the ~~probability that~~current status of the ~~SEC’s~~SEC investigation ~~results may~~and the preliminary nature of the DOJ investigation, the potential sanctions which could be borne by the Parent Company, or ~~may not~~if such sanctions, if any, would have a material adverse impact on ~~its consolidated~~CEMEX results of operations, liquidity or financial position.

•

In September 2016, CEMEX España Operaciones, S.L.U. (“CEMEX España Operaciones”), a subsidiary of CEMEX in Spain, in the context of a market investigation initiated in 2014 for alleged anticompetitive practices in 2009 for the cement market and the years 2008, 2009, 2012, 2013 and 2014 for theready-mix market, was notified of a resolution by the National Markets and Competition Commission (Comisión Nacional de los Mercados y la Competencia or the “CNMC”) requiring the payment of a fine for €6 (US$7 or Ps138). CEMEX España Operaciones appealed the fine and requested the suspension of payment before the National Court (Audiencia Nacional), which granted the requested suspension; subject to issuance of a bank guarantee for the principal amount of the sanction. The CNMC was notified. As of December 31,

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of December 31, 2018, 2017 and 2016

(Millions of Mexican pesos)

Other contingencies from legal proceedings — continued

2018, CEMEX dodoes not expect that an adverse resolution to this matter would have a material adverse impact on our results of operations, liquidity and financial condition.

~~CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes to the Consolidated Financial Statements~~

~~As of December 31, 2017, 2016 and 2015~~

~~(Millions of Mexican pesos)~~

~~Other contingencies from legal proceedings — continued~~

In February 2014, the Egyptian Tax Authority requested Assiut Cement Company (“ACC”), a subsidiary of CEMEX in Egypt, the payment of a development levy on clay ~~applied to~~used in the Egyptian cement industry in amounts equivalent as of December 31, ~~2017 of~~2018 to US$18 ~~(Ps357)~~(Ps354) for the period from May 5, 2008 to November 30, 2011. In March 2014, ACC appealed the levy and obtained a favorable resolution byfrom the Ministerial Committee for Resolution of Investment Disputes, which instructed the Egyptian Tax Authority to cease claiming from ACC the aforementioned payment of the levy on clay. It was further decided that the levy on clay should not be imposed on imported clinker. Nonetheless, in May 2016, the Egyptian Tax Authority challenged ~~ACC´s~~ACC’s right to cancel the levy on clay before the North Cairo Court, which referred the cases to Cairo’s Administrative Judiciary Court. These cases have been adjourned by the Commissioners of the Cairo Administrative Judiciary Court to February 4, 2019 for submission of documents by the attorney for the State pertaining to this dispute. CEMEX does not expect that such referral will prejudice ACC’s favorable legal position in this dispute. As of December 31, ~~2017, a session has been scheduled for February 5,~~ 2018, ~~in order to review the two referred cases. At this stage, as of December 31, 2017,~~ CEMEX does not expect a material adverse impact due to this matter in its results of operations, liquidity or financial position.

•

In September 2012, in connection with a lawsuit submitted to a first instance court in Assiut, Egypt in 2011, the first instance court of Assiut issued a resolution in order to nullify the Share Purchase Agreement (the “SPA”) pursuant to which CEMEX acquired in 1999 a controlling interest in Assiut Cement Company (“ACC”). In addition, during 2011 and 2012, lawsuits seeking, among other things, the annulment of the SPA were filed by different plaintiffs, including 25 former employees of ACC, before Cairo’s State Council. After several appeals, hearings and resolutions over the years, as of December 31, 2017, in connection with the first lawsuit of 2011, was referred by the Assiut’s Administrative Judiciary Court to the Commissioners’ Division to render the corresponding opinion; whereas in respect to the second lawsuits, the cases are held in Cairo’s 7^th Circuit State Council Administrative Judiciary Court awaiting ~~also for~~ the High Constitutional Court to pronounce ~~itself~~ in ~~regards~~regard to the challenges against the constitutionality of Law 32/2014 filed by the plaintiffs, which protects CEMEX’s investments in Egypt. These matters are complex and take several years to be resolved. As of December 31, ~~2017,~~2018, CEMEX is not able to assess the likelihood of an adverse resolution regarding these lawsuits nor is able to assess if the Constitutional Court will dismiss Law 32/2014, but, regarding the lawsuits, if adversely resolved, CEMEX does not believe the resolutions in the first instance would have an immediate material adverse impact on CEMEX’s operations, liquidity and financial condition. However, if CEMEX exhausts all legal recourses available, a final adverse resolution of these lawsuits, or if the Constitutional Court dismisses Law 32/2014, this could adversely impact the ongoing matters regarding the SPA, which could have a material adverse impact on CEMEX’s operations, liquidity and financial condition.

In 2012, in connection with a contract entered into in 1990 (the “Quarry Contract”) by CEMEX Granulats Rhône Méditerranée (“CEMEX GRM”), one of CEMEX’s subsidiaries in France, with SCI La Quinoniere (“SCI”) pursuant to which CEMEX GRM has drilling rights in order to extract reserves and do quarry remediation at a quarry in the Rhône region of France, SCI filed a claim against CEMEX GRM for breach of the Quarry Contract, requesting the rescission of such contract and damages plus interest for ana revised amount in euros equivalent to US$~~66 (Ps1,297)~~77 (Ps1,513), arguing that CEMEX GRM partially filled the quarry allegedly in breach of the terms of the Quarry Contract. After many hearings, resolutions and appeals over the years, ason March 13, 2018, the court of ~~December 31, 2017,~~appeals issued an enforceable resolution ordering the ~~case is held~~rescission of the Quarry Contract and designated a judicial expert to: a) determine the volume of both excavated and backfilling materials, and b) give his opinion on the potential damages suffered by SCI. CEMEX GRM appealed this resolution with the court of cassation, which will advance in parallel to the ~~appeals court in Lyon, France, where a judgment is expected by mid 2018.~~judicial expert’s process. As of December 31, ~~2017, CEMEX considers that~~2018, as the likelihood of an adverse final resolution ~~on this matter would not have a material adverse impact on CEMEX’s results~~cannot be assured with

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

As of ~~operations, liquidity~~December 31, 2018, 2017 and ~~financial condition.~~

2016

(Millions of Mexican pesos)

Other contingencies from legal proceedings — continued

certainty, CEMEX believes that an adverse resolution upon conclusion of all defense instances is not probable. However, in case of an adverse resolution, CEMEX considers that it should not have a material adverse impact on CEMEX’s results of operations, liquidity and financial condition.

In June 2012, one of CEMEX’s subsidiaries in Israel and three other companies were notified about a class action ~~suits~~suit filed by a homeowner who built his house with concrete supplied by the defendants in October

2010. The class action argues that the concrete supplied to him did not meet with the Israeliready-mix strength standard requirements and that as a result CEMEX ~~S.A.B. DE C.V. AND SUBSIDIARIES~~

~~Notes~~acted unlawfully toward all of its customers who received concrete that did not comply with such standard requirements, causing financial andnon-financial damages to those customers, including the plaintiff. CEMEX presumes that the class action would represent the claim of all the clients who purchased the allegednon-conforming concrete from its subsidiary in Israel during the past 7 years, the limitation period according to applicable laws in Israel. The damages that could be sought are equivalent to US$74 (Ps1,454). After several hearings to present evidence from all parties over the years and the resolution of the court to join together all claims against all four companies in order to simplify and shorten court proceedings. An abandonment of action has been submitted to the ~~Consolidated Financial Statements~~

court with regards to two of the four defendant companies, but CEMEX’s subsidiary and another company remain as defendants. All parties have finished presenting their positions. There are pending resolutions regarding the class action and the abandonment of action of the two defendants. As of December 31, ~~2017, 2016 and 2015~~

~~(Millions~~2018, CEMEX’s subsidiary in Israel is not able to assess the likelihood of ~~Mexican pesos)~~the class action application being approved or, if approved, of an adverse result, such as an award for damages in the full amount that could be sought, but if adversely resolved CEMEX considers that an adverse resolution on this matter would not have a material adverse impact on its results of operations, liquidity or financial condition.

~~Other contingencies from legal proceedings — continued~~

~~2010. The class action argues that the concrete supplied to him did not meet with the Israeliready-mix~~ ~~strength standard requirements and that as a result CEMEX acted unlawfully toward all of its customers who received concrete that did not comply with such standard requirements, causing financial andnon-financial~~ ~~damages to those customers, including the plaintiff. CEMEX presumes that the class action would represent the claim of all the clients who purchased the allegednon-conforming~~ concrete from its subsidiary in Israel during the past 7 years, the limitation period according to applicable laws in Israel. The damages that could be sought are equivalent to US$80 (Ps1,564). After several hearings to present evidence from all parties over the years and the resolution of the court to join together all claims against all four companies in order to simplify and shorten court proceedings, as of December 31, 2017, the proceedings are finalizing the evidentiary stage, and CEMEX’s subsidiary in Israel is not able to assess the likelihood of the class action application being approved or, if approved, of an adverse result, such as an award for damages in the full amount that could be sought, but if adversely resolved CEMEX considers that an adverse resolution on this matter would not have a material adverse impact on its results of operations, liquidity or financial condition.

In June 2010, the District of Bogota’s Environmental Secretary (the ~~“Environmental~~“District Secretary”), ordered the suspension of CEMEX Colombia’s mining activities at El Tunjuelo quarry, located in Bogota, sealed off the mine to machinery and prohibited the removal of aggregates inventory, as well as those of other aggregates producers in the same area. The Environmental Secretary alleged that during the past 60 years at that time, CEMEX Colombia and the other companies ~~have~~ illegally changed the course of the Tunjuelo River, have used the percolating waters without permission and ~~have~~ improperly used the edge of the river for mining activities. CEMEX Colombia ~~responded to~~requested from the ~~injunction by requesting~~beginning the revocation of the order considering that ~~it be revoked based on the fact that the~~its mining activities at El Tunjuelo quarry ~~are~~were supported by the authorizations required by the applicable environmental laws and that ~~all the~~its environmental impact ~~statements submitted by CEMEX Colombia have been~~studies were reviewed and ~~permanently~~ authorized by the Ministry of Environment and Sustainable Development. ~~Although there is not an official quantification~~Since June 2010 the local authorities closed the quarry and prohibited the removal of aggregates inventory. On July 11, 2018, considering that CEMEX Colombia incurred in risk of having provoked affectation or harm in the use of the underground waters in the Tunjuelo River’s middle basin without the corresponding permit issued by the environmental authority, the District Secretary imposed a penalty for an amount in Colombian pesos equivalent to US$0.4 as of August 1, 2018, the date it was settled. CEMEX Colombia was exonerated of incurring negligent or willful misconduct. With this penalty, all procedures and possible ~~fine, the Environmental Secretary has publicly declared that the fine could be up~~claims against CEMEX Colombia related to the equivalent of US$100 (Ps1,976). As of December 31, 2017, CEMEX is not able to assess the likelihood of an adverse result or potential damages which could be borne by CEMEX Colombia. An adverse resolution on this ~~case could have a material adverse impact on CEMEX’s results of operations, liquidity or financial condition.~~matter were finalized.

In connection with the legal proceedings presented in notes 24.1 and 24.2, the exchange rates as of December 31, ~~2017~~2018 used by CEMEX to convert the amounts in local currency to their equivalents in dollars were the official closing exchange rates of ~~3.47~~3.75 Polish zloty per dollar, ~~0.83~~0.87 Euro per dollar, ~~0.74~~0.78 British ~~pound~~pounds sterling per dollar, ~~2,984.0~~3,250 Colombian pesos per dollar and ~~3.47~~3.75 Israelite shekel per dollar.


Title of each class		Name of each exchange on which registered
Ordinary Participation Certificates (Certificados de Participación Ordinarios), or CPOs, each CPO representing two Series A shares and one Series B share, traded in the form of American Depositary Shares, or ADSs, each ADS representing ten CPOs.		New York Stock Exchange


Item 1—Identity of Directors, Senior Management and Advisors			3
Item 2—Offer Statistics and Expected Timetable			3
Item 3—Key Information			3
~~Summary of Most Important Transactions since the~~Financial Evolution Since 2009 ~~Refinancing~~			3
Risk Factors			9
~~Mexican Peso Exchange Rates~~			324
Selected Consolidated Financial Information			3330
Item 4—Information on the Company			3734
Business Overview			3734
Geographic Breakdown of ~~Net Sales~~Revenues for the Year Ended December 31, ~~2017~~2018			4139
Breakdown of ~~Net Sales~~Revenues by ~~Product~~Line of Business for the Year Ended December 31, ~~2017~~2018			4239
Our Products			4240
Our Vision			53
~~Financial Strategy~~			6251
User Base			6463
Our Corporate Structure			6563
Our Trading Operations			9493
Our Cement Plants			95
Regulatory Matters and Legal Proceedings			96
Item 4A—Unresolved Staff Comments			~~125~~129
Item 5—Operating and Financial Review and Prospects			~~125~~129
Cautionary Statement Regarding Forward-Looking Statements			~~125~~129
Overview			~~126~~130
Critical Accounting Policies			~~127~~132
Results of Operations			~~138~~
~~Consolidation of Our Results of Operations~~			~~138~~
~~Selected Consolidated Income Statements Data~~			~~141~~
~~Year Ended December 31, 2017 Compared to Year Ended December 31, 2016~~			~~141~~
~~Year Ended December 31, 2016 Compared to Year Ended December 31, 2015~~			~~158~~143
Liquidity and Capital Resources			~~174~~179
Research and Development, Patents and Licenses, etc.			~~186~~192
Trend Information			~~187~~194
Summary of Material Contractual Obligations and Commercial Commitments			~~187~~194
Off-Balance Sheet Arrangements			~~193~~201
Quantitative and Qualitative Market Disclosure			~~193~~201
Investments, Acquisitions and Divestitures			~~199~~205
Recent Developments			~~200~~207
Item 6—Directors, Senior Management and Employees			~~206~~212
Senior Management and Directors			~~206~~212
Senior Management and Board Composition			229
Board Practices			~~217~~229
Compensation of CEMEX, S.A.B. de C.V.’s Directors and Members of Our Senior Management			~~220~~232
Employees			~~221~~234
Share Ownership			~~222~~237
Item 7—Major Shareholders and Related Party Transactions			~~223~~237
Major Shareholders			~~223~~237
Related Party Transactions			~~224~~238
Item 8—Financial Information			239
Consolidated Financial Statements and Other Financial Information			239
Legal Proceedings			239
Dividends			239
Significant Changes			239
Item 9—Offer and Listing			240
Listing Details			240


Item ~~8—Financial Information~~			~~224~~
~~Consolidated Financial Statements and Other Financial Information~~			~~224~~
~~Legal Proceedings~~			~~224~~
~~Dividends~~			~~224~~
~~Significant Changes~~			~~225~~
~~Item 9—Offer and Listing~~			~~225~~
~~Market Price Information~~			~~225~~
~~Item~~ 10—Additional Information			~~227~~240
Articles of Association andBy-laws			~~227~~240
Share Capital			~~236~~249
Material Contracts			~~237~~250
Exchange Controls			~~238~~251
Taxation			~~238~~
~~Documents on Display~~			~~242~~251
Item 11—Quantitative and Qualitative Disclosures About Market Risk			~~242~~255
Item 12—Description of Securities Other than Equity Securities			~~243~~255
Item 12A—Debt Securities			~~243~~255
Item 12B—Warrants and Rights			~~243~~256
Item 12C—Other Securities			~~243~~256
Item 12D—American Depositary Shares			~~243~~256
Depositary Fees and Charges			~~243~~256
Depositary Payments for the ~~year ended~~Year Ended December 31, ~~2017~~2018			~~243~~256
PART II
Item 13—Defaults, Dividend Arrearages and Delinquencies			~~244~~256
Item 14—Material Modifications to the Rights of Security Holders and Use of Proceeds			~~244~~257
Item 15—Controls and Procedures			~~244~~257
Disclosure Controls and Procedures			~~244~~257
Management’s Annual Report on Internal Control Over Financial Reporting			~~244~~257
Attestation Report of the Independent Registered Public Accounting Firm			~~245~~257
~~Status of~~ Remediation ~~Actions~~Efforts to Address Material Weakness Identified as at December 31, 2016 and 2017			~~245~~258
Changes in Internal Control Over Financial Reporting			~~246~~258
Item 16—RESERVED			~~246~~259
Item 16A—Audit Committee Financial Expert			~~246~~259
Item 16B—Code of Ethics			~~246~~259
Item 16C—Principal Accountant Fees and Services			~~248~~261
Audit CommitteePre-Approval Policies and Procedures			~~249~~262
Item 16D—Exemptions from the Listing Standards for Audit Committees			~~249~~262
Item 16E—Purchases of Equity Securities by the Issuer and Affiliated Purchasers			~~249~~262
Item 16F—Change in Registrant’s Certifying Accountant			~~249~~262
Item 16G—Corporate Governance			~~249~~262
Item 16H—Mine Safety Disclosure			~~252~~265
PART III
Item 17—Financial Statements			~~253~~266
Item 18—Financial Statements			~~253~~266
Item 19—Exhibits			~~253~~266


	CEMEX Accounting Rate								Noon Buying Rate
Year Ended December 31,	End of the period		Average(1)		High		Low		End of the period		Average(1)		High		Low
2013		13.05		12.85		13.39		11.98		13.10		12.76		13.43		11.98
2014		14.74		13.37		14.78		12.84		14.75		13.31		14.79		12.85
2015		17.23		15.98		17.23		14.95		17.20		15.87		17.36		14.56
2016		20.72		18.72		20.72		17.18		20.62		18.66		20.84		17.19
2017		19.65		18.88		20.83		17.81		19.64		18.89		21.89		17.48

Monthly (2017)
September		18.25								18.15				18.24		17.65
October		19.16								19.13				19.18		18.21
November		18.60								18.63				19.26		18.51
December		19.65								19.64				19.73		18.62

Monthly (2018)
January		18.58								18.62				19.48		18.49
February		18.84								18.84				18.90		18.36
March		18.31								18.17				18.86		18.17
April(2)		18.53								18.61				18.61		17.97


	For the Year Ended December 31,															For the Year Ended December 31,
	2013			2014			2015			2016			2017			2014			2015			2016			2017			2018
	(in millions of Mexican Pesos)															(in millions of Mexican Pesos)
Reconciliation of Operating EBITDA to net cash flows provided by operations activities from continuing operations before financial expense, coupons on perpetual debentures and income taxes
Reconciliation of Operating EBITDA to net cash flows provided by operating activities from continuing operations before financial expense, coupons on Perpetual Debentures and income taxes
Operating EBITDA		Ps 33,447			Ps 35,556			Ps 41,534			Ps 51,534			Ps 48,563			Ps 35,556			Ps 41,534			Ps 51,605			Ps 48,600			Ps 49,266
Less:
Depreciation and amortization expense		14,167			13,703			14,658			15,991			15,992			13,703			14,658			15,987			15,988			16,070

Operating earnings before other expenses, net		19,280			21,853			26,876			35,543			32,571			21,853			26,876			35,618			32,612			33,196

Plus/minus:
Changes in working capital excluding income taxes		(4,237	)		1,475			3,596			11,017			8,040			1,475			3,596			11,017			8,039			(1,062	)
Depreciation and amortization expense		14,167			13,703			14,658			15,991			15,992			13,703			14,658			15,987			15,988			16,070
Other items, net		(2,810	)		(1,586	)		(1,689	)		(1,284	)		(5,214	)		(1,586	)		(1,689	)		(1,280	)		(5,219	)		(4,888	)

Net cash flow provided by operations activities from continuing operations before financial expense, coupons on perpetual debentures and income taxes		Ps 26,400			Ps 35,445			Ps 43,441			Ps 61,267			Ps 51,389
Net cash flow provided by operations activities from continuing operations before financial expense, coupons on Perpetual Debentures and income taxes																	Ps 35,445			Ps 43,441			Ps 61,342			Ps 51,420			Ps 43,316


	As of and For the Year Ended December 31,															As of and For the Year Ended December 31
	2013			2014			2015			2016			2017			2014			2015			2016			2017			2018
	(in millions of Mexican Pesos, except ratios and share and per share amounts)															(in millions of Mexican Pesos, except ratios and share and per share amounts)
Income Statement Information:
Net sales		Ps 190,370			Ps 199,942			Ps 219,299			Ps 249,945			Ps 258,131
Cost of sales(1)		(130,686	)		(134,742	)		(144,513	)		(160,433	)		(169,534	)
Revenues																	Ps 199,942			Ps 219,299			Ps 249,477			Ps 257,437			Ps 276,855
Cost of sales⁽¹⁾																	(134,742	)		(144,513	)		(159,946	)		(168,858	)		(182,965	)
Gross profit		59,684			65,200			74,786			89,512			88,597			65,200			74,786			89,531			88,579			93,890
Operating expenses		(40,404	)		(43,347	)		(47,910	)		(53,969	)		(56,026	)		(43,347	)		(47,910	)		(53,913	)		(55,967	)		(60,694	)
Operating earnings before other expenses, net(2)		19,280			21,853			26,876			35,543			32,571
Other expense, net		(4,863	)		(5,045	)		(3,032	)		(1,670	)		(3,815	)
Operating earnings(2)		14,417			16,808			23,844			33,873			28,756
Financial items(3)		(18,195	)		(18,952	)		(21,117	)		(16,998	)		(15,685	)
Operating earnings before other expenses, net⁽²⁾																	21,853			26,876			35,618			32,612			33,196
Other expenses, net																	(5,045	)		(3,032	)		(1,670	)		(3,815	)		(5,837	)
Operating earnings⁽²⁾																	16,808			23,844			33,948			28,797			27,359
Financial items⁽³⁾																	(18,952	)		(21,117	)		(17,020	)		(15,685	)		(12,501	)
Share of profit of equity accounted investees		232			294			737			688			588			294			737			688			588			653
Earnings (loss) before income tax		(3,546	)		(1,850	)		3,464			17,563			13,659			(1,850	)		3,464			17,616			13,700			15,511
Discontinued operations(4)(5)		97			90			1,028			768			3,499
Discontinued operations⁽⁴⁾⁽⁵⁾																	90			1,028			713			3,461			212
Non-controlling interest net income		1,223			1,103			923			1,173			1,417			1,103			923			1,173			1,417			789
Controlling interest net income (loss)		(10,834	)		(6,783	)		1,201			14,033			15,221			(6,783	)		1,201			14,031			15,224			10,467
Basic earnings (loss) per share(6)(7)		(0.28	)		(0.16	)		0.03			0.32			0.34
Diluted earnings (loss) per share(6)(7)		(0.28	)		(0.16	)		0.03			0.32			0.34
Basic earnings (loss) per share from continuing operations(6)(7)		(0.29	)		(0.16	)		0.01			0.30			0.26
Diluted earnings (loss) per share from continuing operations(6)(7)		(0.29	)		(0.16	)		0.01			0.30			0.26
Number of shares outstanding(6)(8)(9)		34,270			37,370			49,124			48,668			48,439
Basic earnings (loss) per share⁽⁶⁾⁽⁷⁾																	(0.16	)		0.03			0.32			0.34			0.22
Diluted earnings (loss) per share⁽⁶⁾⁽⁷⁾																	(0.16	)		0.03			0.32			0.34			0.22
Basic earnings (loss) per share from continuing operations⁽⁶⁾⁽⁷⁾																	(0.16	)		0.01			0.30			0.26			0.22
Diluted earnings (loss) per share from continuing operations⁽⁶⁾⁽⁷⁾																	(0.16	)		0.01			0.30			0.26			0.22
Number of shares outstanding^(6)(8)(9)																	49,232			49,124			48,668			48,439			48,015
Statement of Financial Position Information:
Cash and cash equivalents		15,176			12,589			15,322			11,616			13,741			12,589			15,322			11,616			13,741			6,068
Assets from discontinued operations held for sale(4)(5)		—			—			1,945			21,029			1,378
Assets held for sale⁽⁴⁾⁽⁵⁾																	—			1,945			21,029			1,378			2,100
Property, machinery and equipment, net		205,717			202,928			216,694			230,134			232,160			202,928			216,694			230,134			232,160			224,440
Total assets		496,130			514,961			542,264			599,728			567,581			514,961			542,264			599,728			567,691			552,628
Short-term debt including current maturities of long-term debt		3,959			14,507			223			1,222			16,973
Short-term debt																	14,507			223			1,222			16,973			883
Long-term debt		187,021			191,327			229,125			235,016			177,022			191,327			229,125			235,016			177,022			182,074
Liabilities from operations held for sale		—			—			—			815			—
Non-controlling interest and perpetual debentures(10)		14,939			17,068			20,289			28,951			30,879
Liabilities directly related to assets held for sale																	—			—			815			—			314
Non-controlling interest and Perpetual Debentures⁽¹⁰⁾																	17,068			20,289			28,951			30,879			30,883
Total controlling interest		133,379			131,103			143,479			167,774			179,539			131,103			143,479			167,774			179,540			188,650
Other Financial Information:
Net working capital(11)		20,754			20,757			16,806			7,920			2,902
Book value per share(6)(9)(12)		3.89			3.51			2.92			3.45			3.71
Operating margin before other expense, net		10.1	%		10.9	%		12.3	%		14.2	%		12.6	%
Operating EBITDA from continuing operations(13)		33,447			35,556			41,534			51,534			48,563
Ratio of Operating EBITDA to interest expense(13)		1.7			1.7			2.1			2.4			2.5
Net working capital⁽¹¹⁾																	20,757			16,806			7,920			3,012			650
Book value per share^(6)(9)(12)																	2.66			2.92			3.45			3.71			3.93
Operating margin before other expenses, net																	10.9	%		12.3	%		14.3	%		12.7	%		12.0	%
Operating EBITDA from continuing operations⁽¹³⁾																	35,556			41,534			51,605			48,600			49,266
Ratio of Operating EBITDA to interest expense⁽¹³⁾																	1.7			2.1			2.4			2.5			3.9
Capital expenditures		8,409			9,486			12,313			13,279			12,419			9,486			12,313			13,279			12,419			12,969
Depreciation and amortization		14,167			13,703			14,658			15,991			15,992			13,703			14,658			15,987			15,988			16,070
Net cash flow provided by operating activities from continuing operations before financial expense, coupons on perpetual debentures and income taxes		26,400			35,445			43,441			61,267			51,389
Basic earnings (loss) per CPO of continuing operations(6)(7)		(0.87	)		(0.48	)		0.03			0.90			0.78
Basic earnings (loss) per CPO(6)(7)		(0.84	)		(0.48	)		0.09			0.96			1.02
Net cash flow provided by operating activities from continuing operations before financial expense, coupons on Perpetual Debentures and income taxes																	35,445			43,441			61,342			51,420			43,316
Basic earnings (loss) per CPO of continuing operations⁽⁶⁾⁽⁷⁾																	(0.48	)		0.03			0.90			0.78			0.66
Basic earnings (loss) per CPO⁽⁶⁾⁽⁷⁾																	(0.48	)		0.09			0.96			1.02			0.66
Total debt plus other financial obligations		230,298			244,429			268,203			273,868			226,216			244,429			268,203			273,868			226,216			207,724


	As of December 31, 2017						As of December 31, 2018
	Assets After Eliminations (in Billions of Mexican Pesos)		Number of Cement Plants		Installed Cement Production Capacity (Millions of Tons Per Annum)		Assets After Eliminations (in Billions of Mexican Pesos)		Number of Cement Plants		Installed Cement Production Capacity (Millions of Tons Per Annum)
Mexico(1)		Ps 72		15		29.5		Ps 69		15		29.5
United States(2)		268		11		15.2		269		11		15.4
Europe
United Kingdom		35		2		2.4		32		2		2.4
France		20		—		—		17		—		—
Germany		9		1		2.4		8		1		2.4
Spain		26		7		10.4		25		7		10.4
Poland		5		2		3.0		6		2		3.0
Rest of Europe(3)		16		5		5.7
South, Central America and the Caribbean (“SAC”)
Czech Republic								4		1		1.0
Rest of Europe⁽³⁾								11		4		4.7
South, Central America and the Caribbean (SCA&C)
Colombia		24		2		4.0		25		2		4.0
Panama		7		1		2.1		7		1		2.1
Costa Rica		2		1		0.9		2		1		0.9
Caribbean TCL(4)		11		3		2.5
Rest of South, Central America and the Caribbean(5)		11		3		4.4
Caribbean TCL⁽⁴⁾								11		3		2.5
Dominican Republic								4		1		2.6
Rest of South, Central America and the Caribbean⁽⁵⁾								7		2		1.8
Asia, Middle East and Africa
Philippines		12		2		4.5		12		2		4.5
Egypt		5		1		5.4		5		1		5.4
Rest of Asia, Middle East and Africa(6)		14		—		—
Israel								10		—		—
Rest of Asia, Middle East and Africa⁽⁶⁾								4		—		—
Corporate and Other Operations		30		—		—		23		—		—
Continuing Operations								551		—		—

Continuing Operations		567		—		—
Assets held for sale		1		—		—		2		—		—

Total		Ps 568		56		92.4		Ps 553		56		92.6


Location	Mineral	Number of quarries			Property Surface (hectares)					Reserves (Million tons)						Years to depletion			2017 Annualized Production				5 years aver. Annualized Production				Own Use				Mineral		Number of quarries				Property Surface (hectares)							Reserves (Million tons)								Years to depletion			2018 Annualized Production			5 years aver. Annualized Production			Own Use
Location	Mineral			Owned			Leased		Proven			Probable		Total					2017 Annualized Production			Owned									Mineral		Number of quarries			Leased				Proven			Probable				Total					Years to depletion			2018 Annualized Production			5 years aver. Annualized Production			Own Use
Mexico(1)	Limestone		18			9,771		48			1,252		1,665		2,917			140			19.9		5 years aver. Annualized Production			20.8	Own Use				96	%
Mexico⁽¹⁾																															Limestone			18				9,771			48				1,202			1,632		2,834			135			21.8			21.0			86	%
	Clay		15			8,912		—			161		148		309		89			3.2				3.5				100	%		Clay			15				8,912			—				158			148		306			88			3.3			3.5			100	%
	Others		15			1,729		150			8		22		30		98			0.3				0.3				100	%		Others			15				1,729			150				8			22		30			99			0.3			0.3			100	%
United States(2)	Limestone		11			18,787		—			444		54		498		39			13.0				12.7				100	%
United States⁽²⁾																															Limestone			14				18,787			91				509			48		557			43			13.1			12.9			100	%
																															Clay			3				144			39				20			13		33			75			0.4			0.4			100	%
	Clay		2			132		7			22		—		22	Years to depletion		—			0.3				—				0	%		Others			2				30			—				—			3		3			82			0.1			—			100	%
Europe		Number of quarries
United Kingdom	Limestone		3			431		107			74		43		117		52			24				2.3				100	%		Limestone			3				431			107				55			59		114			47			6.2			2.4			100	%
	Clay		2			98		—			14		18		32		49			0.7				0.7				100	%		Clay			2				108			107				7			20		27			21			1.3			1.3			100	%
Germany	Limestone		1			298		—			5		101		106		36			3.1				2.9				88	%		Limestone			1				298			—				8			88		96			38			2.5			2.5			100	%
Spain	Limestone		12			726		117			298		131		429		82			4.5				5.2				100	%		Limestone			12				726			117				293			131		424			82			4.6			5.2			100	%
	Clay		6			64		72			18		—		18		26			0.5				0.7				96	%		Clay			6				64			30				18			—		18			32			0.4			0.4			96	%
	Others		2			102		9			1		14		15		—			—				—				0	%		Others			3				102			12				1			14		15			314			0.1			0.1			0	%
Poland	Limestone		2			288		—			70		—		70		26			3				3				96	%		Limestone			2				288			—				127			84		211			71			3.1			2.9			96	%
Rest of Europe	Limestone		4			745		50			202		47		249		55			4.6				4.5				98	%		Limestone			4				745			50				62			183		245			54			4.3			4.6			97	%
	Clay		1			70		—			10		2		12		49			0.2				0.2				100	%		Clay			1				70			—				9			2		11			45			0.3			0.3			100	%
	Others		1			4		5			—		—		—		60			—				—				100	%		Others			1				4			5				—			—		—			60			—			—			100	%
SAC
SCA&C
Colombia	Limestone		13			3,026		1,751			51		191		242		59			3.8				4.1				92	%		Limestone			13				3,026			1,751				47			216		263			67			3.7			4.0			100	%
	Clay		3			183		250			—		12		12		102			—				0.1				100	%		Clay			3				183			250				—			13		13			293	⁽⁴⁾		—			—			100	%
	Others		1			86		52			—		2		2		20			0.1				0.1				100	%		Others			1				86			52				—			2		2			11			0.1			0.2			100	%
Panama	Limestone		3			110		—			32		50		82		33			2				2				100	%		Limestone			3				110			—				31			49		80			33			2.0			2.4			100	%
	Clay		2			179		—			—		15		15		50			—				—				100	%		Clay			2				179			—				—			15		15			50			0.3			0.3			100	%
Costa Rica	Limestone		1			48		—			37		—		37		40			1				1				98	%		Limestone			1				48			—				36			—		36			37			0.9			1.0			99	%
	Clay		2			94		60			4		6		11		42			—				—				100	%		Clay			2				94			60				4			6		10			43			0.2			0.2			100	%
	Others		1			27		—			5		—		5		199			—				—				100	%		Others			1				27			—				5			—		5			200			—			—			100	%
Caribbean TCL	Limestone		3			103		40			3		248		251		108			2.1				2.3				100	%		Limestone			3				125			40				1			244		245			115			1.9			2.1			90	%
	Clay		2			135		—			17		—		17		139			0.1				0.1				100	%		Clay			2				135			—				1			16		17			96			0.2			0.2			100	%
	Others		2			7		—			—		—		—		3			0.2				0.2				100	%		Others			2				7			—				—			—		—			2			0.1			0.1			100	%
Rest of South, Central America and the Caribbean	Limestone		15			681		221			316		397		713		244			2.8				2.9				100	%		Limestone			15				682			211				316			395		711			242			2.1			2.9			92	%
	Clay		2			242		—			21		30		51		429			—				01				100	%		Clay			2				242			—				21			30		51			971			—			0.1			100	%
	Others		5			—		1,566			12		50		62		26			0.1				2.3				60	%		Others			5				—			1,566				11			50		61			424			0.1			0.1			90	%
Asia, Middle East and Africa
Philippines(3)	Limestone		5			238		—			28		180		208		37			6.2				5.7				100	%
Philippines⁽³⁾																															Limestone			7				255			—				76			140		216			38			4.5			5.7			100	%
	Clay		3			37		—			1		2		3		17			0.1				0.2				100	%		Clay			3				37			—				—			2		2			13			0.2			0.2			0	%
	Others		5			76		9			6		3		8		11			0.4				0.7				100	%		Others			5				76			9				6			3		9			11			0.4			0.7			0	%
Egypt	Limestone		2			—		203			286		—		286		53			4.5				5.4				100	%		Limestone			2				—			203				281			—		281			56			4.5			5.0			100	%
	Clay		3			—		404			76		1		77		59			0.9				1.3				100	%		Clay			3				—			404				76			—		76			60			1.1			1.3			100	%
	Others		4			—		26			2		—		2		25			—				0.1				100	%		Others			4				—			26				2			—		2			31			—			0.1			100	%
CEMEX Consolidated	Limestone		93			35,252		2,537			3,096		3,108		6,204		83			73.2				74.9				98	%		Limestone			98				35,292			2,618				3,044			3,269		6,313			85			75.2			74.6			95	%
	Clay		43			10,145		793			344		235		579		78			6.6				7.5				95	%		Clay			44				10,168			890				314			265		579			70			7.7			8.2			97	%
	Others		36			2,030		1,818			34		91		125		33			1.2				3.8				96	%		Others			39				2,061			1,820				33			94		127			75			1.2			1.6			63	%

	Totals		172			47,427		5,148			3474		3,433		6,907		80			81.1				86.2							Totals			181				47,521			5,328				3,391			3,628		7,019			83			84.1			84.4


Location	Used Capacity		Years of Operation(1)		Used Capacity		Years of Operation⁽¹⁾
Atotonilco, Hidalgo, México		1,280		59		534		60
Barrientos, Estado de México, México		948		73		886		74
Ensenada, Baja California, México		441		42		470		43
Guadalajara, Jalisco, México		853		44		902		45
CPN, Sonora, México		—		37		0		38
Hidalgo, Nuevo León, México		73		112		60		113
Huichapan, Hidalgo, México		3,263		33		3,425		34
Mérida, Yucatán, México		805		64		876		65
Monterrey, Nuevo León, México		1,604		98		1,692		99
Tamuín, San Luis Potosí, México		1,659		53		1,591		54
Tepeaca, Puebla, México		2,749		23		2,840		24
Torreón, Coahuila, México		1,085		51		1,113		52
Valles, San Luis Potosí, México		383		52		344		53
Yaqui, Sonora, México		2,107		28		2,323		29
Zapotiltic, Jalisco, México		1,555		50		1,449		51
Balcones, TX, United States		1,993		37		1,974		38
Brooksville, FL (North), United States		—		42		0		43
Brooksville, FL (South), United States		1,270		30		1,431		31
Clinchfield, GA, United States		652		43		637		44
Demopolis, AL, United States		726		40		620		41
Knoxville, TN, United States		628		38		579		39
Kosmosdale/Louisville, KY, United States		1,282		17		1,317		18
Miami, FL, United States		906		59		1,058		60
Lyons, CO, United States		356		37		322		38
Victorville, CA, United States		2,732		52		2,814		53
Wampum, PA, United States		—		52		0		53
Rugby, United Kingdom		1,197		18		1,183		19
Ferriby, United Kingdom		492		51		351		52
Rudersdof, Germany		2,198		52		1,977		53
Alcanar, Spain		771		49		534		50
Buñol, Spain		463		50		448		51
Castillejo, Spain		410		106		469		107
Lloseta, Spain		318		50		299		51
Morata, Spain		387		85		419		86
San Vicente, Spain		460		42		437		43
Gador, Spain		337		41		302		42
Chelm, Poland		1,286		57		1,509		58
Rudniki, Poland		729		52		694		53
Broceni, Latvia		988		8		1,083		9
Prachovice, Czech Republic		761		63		788		64
Kolovoz, Croatia		14		109		12		110
Juraj, Croatia		855		105		1,074		106
Kajo, Croatia		367		113		173		114
Cucuta, Colombia		230		34
Cúcuta, Colombia						225		35
Ibagué, Colombia		2,453		25		2,427		26
Calzada Larga, Panama		855		40		694		41
Colorado de Abangares, Costa Rica		568		38		570		39
Claxton Bay, Trinidad y Tobago		670		64		665		65
Rockport, Jamaica		846		66		788		67
St. Lucy, Barbados		216		34		238		35
San Pedro de Macorís, Dominican Republic		1,956		27		1,876		28
San Rafael del Sur, Nicaragua(2)		400		75
San Rafael del Sur, Nicaragua⁽²⁾						350		76
Ponce, Puerto Rico		277		27		293		28
APO, Philippines		3,123		19		3,483		20
Solid Cement, Philippines		1,707		24		1,752		25
Assiut, Egypt		4,390		31		4,485		32


	Net Sales For the Period Ended December 31,									Operating Earnings Before Other Expenses, Net For the Period Ended December 31,									Total Assets at December 31,						Revenues For the Year Ended December 31,									Operating Earnings Before Other Expenses, Net For the Year Ended December 31,									Total Assets at December 31,
	2015(1)			2016(1)			2017(1)			2015(2)			2016(2)			2017(2)			2016			2017(2)			2016⁽¹⁾			2017⁽¹⁾			2018⁽¹⁾			2016⁽²⁾			2017⁽²⁾			2018⁽²⁾			2017			2018⁽²⁾
Mexico		21	%		20	%		21	%		48	%		47	%		58	%		12	%		13	%		20	%		21	%		21	%		47	%		58	%		60	%		13	%		12	%
United States		24	%		25	%		24	%		8	%		13	%		14	%		48	%		47	%		25	%		24	%		24	%		13	%		14	%		19	%		47	%		49	%
Europe
United Kingdom		8	%		8	%		7	%		6	%		7	%		5	%		5	%		6	%		8	%		7	%		7	%		7	%		5	%		3	%		6	%		6	%
France		5	%		6	%		6	%		1	%		1	%		1	%		3	%		3	%		6	%		6	%		6	%		1	%		1	%		2	%		3	%		3	%
Germany		3	%		4	%		4	%		1	%		0.5	%		1	%		1	%		2	%		4	%		4	%		4	%		—			1	%		1	%		2	%		2	%
Spain		3	%		2	%		2	%		2	%		0.5	%		(1	)%		5	%		5	%		2	%		3	%		3	%		—			(1	)%		(1	)%		5	%		5	%
Poland		2	%		2	%		2	%		1	%		1	%		1	%		1	%		1	%		2	%		2	%		2	%		1	%		1	%		1	%		1	%		1	%
Czech Republic																										1	%		1	%		1	%		1	%		1	%		2	%		1	%		1	%
Rest of Europe		3	%		3	%		4	%		1	%		1	%		2	%		3	%		3	%		2	%		2	%		2	%		1	%		1	%		1	%		2	%		2	%
SAC
SCA&C
Colombia		5	%		5	%		4	%		13	%		10	%		5	%		4	%		4	%		5	%		4	%		3	%		10	%		5	%		4	%		4	%		4	%
Panama		2	%		2	%		2	%		6	%		5	%		5	%		1	%		1	%		2	%		2	%		2	%		5	%		5	%		3	%		1	%		1	%
Costa Rica		1	%		1	%		1	%		4	%		3	%		3	%		—			—			1	%		1	%		1	%		3	%		3	%		2	%		—			—
Caribean TCL		—			—			2	%		—			—			1	%		—			2	%		—			2	%		2	%		—			1	%		2	%		2	%		2	%
Dominican Republic																										2	%		1	%		1	%		3	%		3	%		3	%		1	%		1	%
Rest of South, Central
America and the Caribbean		5	%		4	%		4	%		6	%		7	%		7	%		2	%		3	%		3	%		3	%		3	%		4	%		4	%		4	%		1	%		1	%
Asia, Middle East and Africa
Philippines		4	%		4	%		3	%		7	%		6	%		3	%		2	%		2	%		4	%		3	%		3	%		6	%		3	%		2	%		2	%		2	%
Egypt		3	%		3	%		1	%		5	%		5	%		1	%		1	%		1	%		3	%		1	%		2	%		5	%		1	%		1	%		1	%		1	%
Israel																										4	%		4	%		4	%		3	%		4	%		4	%		2	%		2	%
Rest of Asia, Middle East and Africa		4	%		4	%		5	%		4	%		4	%		5	%		2	%		2	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%
Corporate and Other Operations		7	%		7	%		8	%		(13	)%		(11	)%		(11	)%		10	%		5	%		5	%		8	%		8	%		(11	)%		(11	)%		(14	)%		5	%		4	%
Continuing operations		238,812			263,516			275,074			26,876			35,543			32,571			578,699			566,203			263,051			274,380			296,640			35,618			32,612			33,196			566,313			550,528
Discontinued operations		—			—			—			—			—			—			21,029			1,378			—			—			—			—			—			—			1,378			2,100
Eliminations		(19,513	)		(13,571	)		(16,943	)		—			—			—			—			—			(13,574	)		(16,943	)		(19,785	)		—			—			—			—

Consolidated net sales		219,299			249,945			258,131			26,876			35,543			32,571			599,728			567,581
Consolidated information																										249,477			257,437			276,855			35,618			32,612			33,196			567,691			552,628


	Discount rates									Growth rates
Reporting units	2015			2016			2017			2015			2016			2017
United States		8.6	%		8.6	%		8.8	%		2.5	%		2.5	%		2.5	%
Spain		9.9	%		9.5	%		9.5	%		1.9	%		1.6	%		1.7	%
Mexico		9.6	%		9.8	%		10.2	%		3.5	%		2.9	%		2.7	%
Colombia		9.8	%		10.0	%		10.5	%		4.0	%		4.0	%		3.7	%
France		9.0	%		9.1	%		9.0	%		1.6	%		1.8	%		1.8	%
United Arab Emirates		10.2	%		10.2	%		10.4	%		3.6	%		3.4	%		3.1	%
United Kingdom		8.8	%		8.8	%		9.0	%		2.3	%		1.9	%		1.7	%
Egypt		12.5	%		11.4	%		11.8	%		4.6	%		6.0	%		6.0	%
Range of discount rates in other countries		9.0% - 13.8	%		9.1% - 12.8	%		9.1% - 11.7	%		2.4% - 4.3	%		2.2% - 7.0	%		2.3% - 6.8	%


	Discount rates									Growth rates
Operating segments	2016			2017			2018			2016			2017			2018
United States		8.6	%		8.8	%		8.5	%		2.5	%		2.5	%		2.5	%
Spain		9.5	%		9.5	%		8.8	%		1.6	%		1.7	%		1.7	%
Mexico		9.8	%		10.2	%		9.4	%		2.9	%		2.7	%		3.0	%
Colombia		10.0	%		10.5	%		9.5	%		4.0	%		3.7	%		3.6	%
France		9.1	%		9.0	%		8.4	%		1.8	%		1.8	%		1.6	%
UAE		10.2	%		10.4	%		11.0	%		3.4	%		3.1	%		2.9	%
United Kingdom		8.8	%		9.0	%		8.4	%		1.9	%		1.7	%		1.6	%
Egypt		11.4	%		11.8	%		10.8	%		6.0	%		6.0	%		6.0	%
Range of discount rates in other countries		9.1% - 12.8	%		9.1% - 11.7	%		8.5% - 13.3	%		2.2% - 7.0	%		2.3% - 6.8	%		2.5% - 6.9	%


	As of January 1, 2017
(in millions of U.S. Dollars)	Low			High
Assets for theright-of-use	U.S.$	920		U.S.$	942
Financial liabilities		(1,030	)		(1,060	)
Retained earnings⁽¹⁾		(110	)		(118	)


	Domestic Sales Volumes						Export Sales Volumes			Average Domestic Sales Prices in Local Currency(1)						Domestic Sales Volumes						Export Sales Volumes			Average Domestic Sales Prices in Local Currency⁽¹⁾
Geographic Segment	Cement			Ready-Mix Concrete			Cement			Cement			Ready-Mix Concrete
Reportable Segment																Cement			Ready-Mix Concrete			Cement			Cement			Ready-Mix Concrete
Mexico		-4	%		-3	%		+20	%		+16	%		+10	%		+1	%		+10	%		+51	%		+3	%		+8	%
United States~~(2)~~		-6	%		-2	%		—			+3	%		+1	%		+5	%		+8	%		—			+3	%		+2	%
Europe
United Kingdom		-6	%		-2	%		—			+1	%		Flat			-4	%		-5	%		—			-1	%		Flat
France		—			+7	%		—			—			+1	%		—			Flat			—			—			+4	%
Germany		+15	%		-3	%		-19	%		Flat			+2	%		-1	%		-9	%		-24	%		+2	%		+6	%
Spain		+28	%		+4	%		-19	%		-4	%		+6	%		+4	%		+34	%		-30	%		+5	%		+2	%
Poland		+5	%		+5	%		-25	%		+3	%		+1	%		+7	%		+4	%		-60	%		+6	%		+10	%
Rest of Europe(3)		+9	%		+12	%		+33	%		Flat			+4	%
Czech Republic																	+6	%		-1	%		-5	%		+3	%		+4	%
Rest of Europe																	-4	%		-9	%		-1	%		+1	%		+3	%
South, Central America and the Caribbean
Colombia		-6	%		-13	%		—			-19	%		-2	%		-6	%		-11	%		—			+2	%		Flat
Panama		+3	%		+9	%		—			Flat			Flat			-18	%		-15	%		—			-1	%		-7	%
Costa Rica		+3	%		+11	%		-11	%		-3	%		-10	%		+1	%		+6	%		-19	%		+3	%		+5	%
Caribbean TCL(4)		—			—			—			—			—
Rest of South, Central America and the Caribbean(5)		+1	%		+1	%		-21	%		+4	%		-6	%
Caribbean TCL																	+6	%		+10	%		+22	%		+2	%		-11	%
Dominican Republic																	-1	%		-8	%		-10	%		+11	%		+4	%
Rest of South, Central America and the Caribbean																	+3	%		-21	%		-84	%		Flat			-3	%
Asia, Middle East and Africa
Philippines		Flat			-58	%		-1	%		-10	%		+16	%		+7	%		-94	%		+4	%		+1	%		-1	%
Egypt		-6	%		-4	%		—			+10	%		-3	%		Flat			-21	%		—			+18	%		+33	%
Rest of Asia, Middle East and Africa(6)		+46	%		+10	%		-87	%		+3	%		+5	%

Israel																	—			+4	%		—			—			+2	%
Rest of Asia, Middle East and Africa																	-20	%		+4	%		-28	%		Flat			-1	%


Geographic Segment	Variation in Local Currency(1)			Approximate Currency Fluctuations				Variation in Mexican Pesos			Net Sales For the Year Ended
							2016					2017
Reportable Segment																	Variation in Local Currency⁽¹⁾			Approximate Currency Fluctuations			Variation in Mexican Pesos			Revenues For the Year Ended
																										2017			2018
	(in millions of Mexican Pesos)																(in millions of Mexican Pesos)
Mexico		+9	%				—				+9	%		Ps 53,579			Ps 58,442			+9	%		—			+9	%		Ps 58,442			Ps 63,543
United States~~(2)~~		-2	%		—				-2	%		66,554			65,536			+8	%		+2	%		+10	%		65,536			72,345
Europe
United Kingdom		-2	%		-3	%			-5	%		21,153			20,179			-4	%		+5	%		+1	%		20,179			20,431
France		+7	%		+4	%			+11	%		14,535			16,162			+7	%		+6	%		+13	%		16,162			18,308
Germany		+2	%		+3	%			+5	%		9,572			10,056			+1	%		+7	%		+8	%		10,056			10,836
Spain		+1	%		+4	%			+5	%		6,563			6,870			+4	%		+7	%		+11	%		6,870			7,627
Poland		+9	%		+7	%			+16	%		4,799			5,552			+20	%		+6	%		+26	%		5,552			6,989
Rest of Europe(3)		+16	%		+3	%			+19	%		7,935			9,439
Czech Republic																		+1	%		+9	%		+10	%		3,450			3,796
Rest of Europe																		+4	%		+2	%		+6	%		5,989			6,365
South, Central America and the Caribbean
Colombia		-17	%		+3	%			-14	%		12,415			10,685			-7	%		+1	%		-6	%		10,685			10,088
Panama		+4	%		—				+4	%		4,906			5,112			-17	%		+5	%		-12	%		5,112			4,490
Costa Rica		+2	%		-2	%			—			2,818			2,805			-5	%		—			-5	%		2,805			2,674
Caribbean TCL(4)		—			—				—			—			4,332
Rest of South, Central America and the Caribbean(5)		+2	%		+1	%			+3	%		11,378			11,716
Caribbean TCL																		+10	%		+3	%		+13	%		4,332			4,893
Dominican Republic																		+10	%		-2	%		+8	%		3,913			4,218
Rest of South, Central America and the Caribbean																		-1	%		+1	%		—			7,803			7,781
Asia, Middle East and Africa
Philippines		-10	%		-4	%			-14	%		9,655			8,296			+6	%		-2	%		+4	%		8,296			8,612
Egypt		+4	%		-48	%			-44	%		6,950			3,862			+17	%		+2	%		+19	%		3,862			4,586
Rest of Asia, Middle East and Africa(6)		+13	%		+1	%			+14	%		11,858			13,516
Others(7)		+29	%		-10	%			+19	%		18,846			22,514
Israel																		+5	%		+2	%		+7	%		11,377			12,128
Rest of Asia, Middle East and Africa																		+4	%		+2	%		+6	%		2,139			2,263
Others																		+13	%		—			+13	%		21,820			24,667

Net Sales from continuing operations before eliminations resulting from consolidation									+4	%		Ps 263,516			Ps 275,074

Revenues from continuing operations before eliminations resulting from consolidation																								+8	%		Ps 274,380			Ps 296,640
Eliminations resulting from consolidation												(13,571	)		(16,943	)											(16,943	)		(19,785	)

Net sales from continuing operations									+3	%		Ps 249,945			Ps 258,131
Revenues from continuing operations																								+8	%		Ps 257,437			Ps 276,855


	Domestic Sales Volumes						Export Sales Volumes			Average Domestic Sales Prices in Local Currency(1)
Geographic Segment	Cement			Ready-Mix Concrete			Cement			Cement			Ready-Mix Concrete
Mexico		+4	%		-3	%		+22	%		+18	%		+8	%
United States(2)		+2	%		-1	%		—			+4	%		+1	%
Europe
United Kingdom		+7	%		-3	%		—			+2	%		+2	%
France		—			+4	%		—			—			-3	%
Germany		Flat			+2	%		-6	%		-2	%		+1	%
Spain		-3	%		+2	%		-12	%		-2	%		-5	%
Poland		-1	%		+7	%		-38	%		-3	%		-4	%
Rest of Europe(3)		+1	%		-1	%		-43	%		-2	%		Flat
South, Central America and the Caribbean
Colombia		Flat			-8	%		—			+1	%		+4	%
Panama		-14	%		-3	%		—			+2	%		-4	%
Costa Rica		-12	%		-9	%		+18	%		-3	%		+2	%
Rest of South, Central America and the Caribbean(4)		+7	%		-31	%		-29	%		-5	%		-9	%
Asia, Middle East and Africa
Philippines		+1	%		+11	%		-7	%		+1	%		+2	%
Egypt		+2	%		-3	%		—			+3	%		+6	%
Rest of Asia, Middle East and Africa(5)		-44	%		Flat			+76	%		Flat			+3	%


	Actual For the Year Ended December 31, Actual				Estimated in 2018		Actual for the Year Ended December 31, Actual				Estimated in 2019
	2016		2017		Estimated in 2018		2017		2018		Estimated in 2019
	(in millions of U.S. Dollars)						(in millions of U.S. Dollars)
Mexico		84		113		136		113		117		157
United States		197		185		233		185		239		236
Europe
United Kingdom		30		53		44		53		47		44
France		19		20		25		20		23		39
Germany		26		23		10		23		16		18
Spain		25		29		27		29		26		14
Poland		10		12		42		12		29		25
Czech Republic								8		9		8
Rest of Europe		14		17		27		9		12		13
South, Central America and the Caribbean
Colombia		180		62		29		62		22		22
Panama		7		8		14		8		12		9
Costa Rica		4		2		3		2		3		3
Caribbean TCL		—		31		21		31		27		16
Dominican Republic								9		8		8
Rest of South, Central America and the Caribbean		23		18		28		10		10		18
Asia, Middle East and Africa
Philippines		22		28		73		28		28		152
Egypt		20		22		9		22		9		10
Israel								21		21		19
Rest of Asia, Middle East and Africa		21		24		18		3		5		9
Others		3		9		61		5		5		30

Total consolidated		685		656		800		653		668		850

Of which
Of which:
Expansion capital expenditures		251		137		250		137		160		300
Base capital expenditures		434		519		550		516		508		550


	December 31, 2016						December 31, 2017						December 31, 2017						December 31, 2018
	Short- term		Long- term		Total		Short- term		Long- term		Total		Short- term		Long- term		Total		Short- term		Long- term		Total
March 2020 Optional Convertible Subordinated U.S. Dollar Notes		Ps —		10,417		10,417		—		9,985		9,985		Ps —		9,985		9,985		—		10,097		10,097
March 2018 Optional Convertible Subordinated U.S. Dollar Notes		—		13,575		13,575		7,115		—		7,115		7,115		—		7,115		—		—		—
November 2019 Mandatory Convertible Mexican Peso Notes		278		689		967		323		371		694		323		371		694		374		—		374
Liabilities secured with accounts receivable		11,095		—		11,095		11,313		—		11,313		11,313		—		11,313		11,770		—		11,770
Finance leases		285		1,291		1,576		611		2,503		3,114		611		2,503		3,114		595		1,931		2,526

		Ps 11,658		25,972		37,630		19,362		12,859		32,221		Ps19,362		12,859		32,221		12,739		12,028		24,767


Period	Total Number of CPOs Purchased		Average Price per CPO		Total Number of CPOs Purchases as Part of Publicly Announced Plans or Programs		Approximate Peso Value of CPOs that May Yet Be Purchased Under Plans
January 1 to January 31		—		—		—		—
February 1 to February 28		—		—		—		—
March 1 to March 31		—		—		—		—
April 1 to April 30		—		—		—		9,309,800,000.00
May 1 to May 31		—		—		—		9,309,800,000.00
June 1 to June 30		—		—		—		9,309,800,000.00
July 1 to July 31		—		—		—		9,309,800,000.00
August 1 to August 31		—		—		—		9,309,800,000.00
September 1 to September 30		—		—		—		9,309,800,000.00
October 1 to October 31		—		—		—		9,309,800,000.00
November 1 to November 30		37,743,252		9.9481		37,743,252		8,934,326,030.80
December 1 to December 31		115,860,501		9.8780		115,860,501		7,789,859,079.81

Total		153,603,753				153,603,753


	As of December 31, 2016		As of December 31, 2017
Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(in millions of U.S. Dollars)
Long-term debt		U.S.$ 11,379		798		519		2,411		6,164		9,892
Capital lease obligations(1)		107		36		87		52		—		175
Convertible notes(2)		1,205		379		527		—		—		906

Total debt and other financial obligations(3)		12,691		1,213		1,133		2,463		6,164		10,973
Operating leases(4)		515		109		181		136		68		494
Interest payments on debt(5)		3,996		448		968		809		848		3,073
Pension plans and other benefits(6)		1,414		156		307		316		808		1,587
Purchases of raw material, fuel and energy(7)		4,440		649		810		866		2,001		4,326

Total contractual obligations		U.S.$ 23,056		2,575		3,399		4,590		9,889		20,453

Total contractual obligations (Mexican Pesos)		Ps 477,720		50,599		66,790		90,193		194,319		401,901


	As of December 31, 2017		As of December 31, 2018
Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(in millions)
Long-term debt		U.S.$ 9,892		7		1,788		2,347		5,197		9,339
Finance lease obligations⁽¹⁾		175		36		87		19		1		143
Convertible notes⁽²⁾		906		19		514		—		—		533

Total debt and other financial obligations⁽³⁾		10,973		62		2,389		2,366		5,198		10,015
Interest payments on debt⁽⁴⁾		3,073		508		960		777		535		2,780
Pension plans and other benefits⁽⁵⁾		1,587		148		270		270		664		1,352
Acquisition of property, plant and equipment⁽⁶⁾		—		87		43		—		—		130
Purchases of raw material, fuel and energy⁽⁷⁾		4,326		702		955		1,230		2,270		5,157

Total contractual obligations		U.S.$ 19,959		1,507		4,617		4,643		8,667		19,434

Total contractual obligations (Mexican Pesos)⁽⁸⁾		Ps 392,194		29,613		90,724		91,235		170,307		381,878


	At December 31, 2016				At December 31, 2017							At December 31, 2017					At December 31, 2018
(in millions of U.S. Dollars)	Notional Amount		Estimated Fair value		Notional Amount		Estimated Fair value			Maturity Date		Notional Amount		Estimated Fair value			Notional Amount		Estimated Fair value			Maturity Date
Net investment hedge		—		—		1,160		47			December 2019		1,160		47			1,249		2			December 2020
Foreign exchange forwards related to forecasted transactions		80		—		381		3			January 2018		381		3			—		—			—
Equity contracts on third party shares		—		—		168		7			March 2019
Equity forwards on third-party shares													168		7			111		2			March 2020
Interest Rate Swaps		147		23		137		16			September 2022		137		16			1,126		(8	)		September 2022/June 2023
Fuel price hedging		77		15		72		20			October - December 2018		72		20			122		(14	)		December 2023
November 2019 Mandatory Convertible Mexican Peso Notes and options on CEMEX, S.A.B. de C.V.’s shares		576		26		—		(20	)		November 2019
November 2019 Mandatory Convertible Mexican Peso Notes													—		(20	)		—		(1	)		November 2019

		880		64		1,918		73					1,918		73			2,608		(19	)


	Expected maturity dates as of December 31, 2017																	Expected maturity dates as of December 31, 2018
Long-Term Debt(1)	2018		2019		2020			2021			After 2022			Total		Fair Value
Long-Term Debt⁽¹⁾																		2019			2020			2021			2022			After 2023			Total		Fair Value
	(In millions of U.S. Dollars, except percentages)																	(In millions of U.S. Dollars, except percentages)
Variable rate	U.S.$	—		—		519			1,035			1,163		U.S.$	2,717	U.S.$	2,362	U.S.$	5			585			1,200			1,497			118		U.S.$	3,405	U.S.$	3,252
Average interest rate		—		—		2.95	%		2.95	%		3.08	%						4.51	%		3.62	%		3.68	%		3.35	%		4.15	%
Fixed rate	U.S.$	—		—		—			336			5,956		U.S.$	6,292	U.S.$	7,013	U.S.$	2			1			1			38			5,825		U.S.$	5,867	U.S.$	5,902
Average interest rate		—		—		—			7.25	%		5.58	%						6.58	%		5.55	%		5.58	%		5.62	%		5.60	%


Name, Position (Age)		Experience
Ricardo Naya Barba President CEMEX México (Male – 46)		Joined CEMEX in 1996. He has held several executive positions, including Vice President of Strategic Planning for the South, Central America and the Caribbean region, Vice President of Strategic Planning for the Europe, Middle East, Africa and Asia region, President of CEMEX Poland and the Czech Republic, Vice President of Strategic Planning for the United States, Vice President of Commercial and Marketing in Mexico, Vice President of Distribution Segment Sales in Mexico, and most recently, President of CEMEX Colombia. Mr. Naya Barba holds a B.A. in Economics from Tecnológico de Monterrey and an M.B.A from the Massachusetts Institute of Technology.

Sergio Mauricio Menéndez Medina President CEMEX Europe (Male – 48)		Joined CEMEX in 1993. He has held several executive positions, including Director of Planning and Logistics in Asia, Corporate Director of Commercial Development, President of CEMEX Philippines, Vice President of Strategic Planning for the Europe, Middle East, Africa and Asia region, President of CEMEX Egypt, Vice President of Infrastructure Segment and Government Sales in Mexico, and most recently, Vice President of Distribution Segment Sales in Mexico. Sergio holds a B.S. in Industrial Engineering from Tecnológico de Monterrey and an M.B.A from Stanford University.


Name, Position (Age)		Experience
		and he is also a member of the ~~boards~~board of directors of Grupo Cementos de Chihuahua, ~~and~~S.A.B. de C.V., Axtel, S.A.B. de C.V. ~~He was a member~~and EGADE Business School of ~~the board of directors of CEMEX México until February 2017. Mr. González earned his B.A. and M.B.A. degrees from~~ the Instituto Tecnológico y de Estudios Superiores de Monterrey. With his deep knowledge of CEMEX and the markets in which CEMEX operates, Mr. Gonzalez brings to the CEMEX, S.A.B. de C.V. Board of Directors a global vision and leadership that directly contributes to the formulation and the integral implementation of CEMEX’s global business strategy. He joined CEMEX in 1989 and from that year through 1994 occupied different positions within CEMEX in the Strategic Planning, Business Development and Human Resources departments. He then served as Corporate Vice-President of Strategic Planning from 1994 to 1998, President of CEMEX Venezuela, S.A.C.A. from 1998 to 2000, President of CEMEX Asia from 2000 to May 2003 and President of CEMEX’s South, Central American and the Caribbean region from May 2003 to February 2005. ~~In March 2005, he~~He was appointed President of CEMEX’s former European Region in ~~February 2007,~~March 2005, President of CEMEX’s former Europe, Middle East, Africa, Asia and Australia Region ~~and,~~ in ~~May 2009,~~February 2007 and CEMEX’s Executive Vice President of Planning and ~~Development.~~Development in May 2009. In February 2010, Mr. González Olivieri was appointed CEMEX’s Executive Vice President of Planning and Finance and, in 2011, he was ~~additionally~~also appointed CEMEX’s Chief Financial Officer. ~~On May 15, 2014, Mr. González~~He held these positions until he was ~~appointed as CEMEX’s~~named Chief Executive ~~Officer.~~

~~Juan Romero Torres,~~ ~~President CEMEX México~~ ~~(Male - 61)~~		~~Joined CEMEX~~Officer in 1989 and has occupied several senior management positions, including President of CEMEX Colombia, President of our operations in Mexico, President of the South America and the Caribbean Regions and President of our former Europe, Middle East, Africa and Asia Region.2014. He is currently President of our operations in Mexico and is also in charge of our global procurement area. Mr. Romero graduated from Universidad de Comillas in Spain, where he studied law and economic and enterprise sciences. Mr. Romero was ~~appointed Vice President and representative of the board of directors of the National Chamber of Cement (~~~~Cámara Nacional del Cemento~~~~) in June 2011, and is also~~ a member of the ~~board~~Board of ~~directors of GCC.~~


~~Name, Position (Age)~~		~~Experience~~
~~Jaime Gerardo Elizondo Chapa,~~ ~~President CEMEX Europe~~ ~~(Male - 54)~~		~~Joined CEMEX in 1985 and since then he has headed several operations, including Panama, Colombia, Venezuela and Mexico, and more recently was President~~Directors of CEMEX ~~South America (including Central America)~~México until February 2017. Mr. González Olivieri earned his B.A. and M.B.A. degrees from the Caribbean. He is the current President of CEMEX Europe and is also in charge of CEMEX’s global technology area. Mr. Elizondo served as President and Vice President of the National Chamber of Cement (~~Cámara Nacional del Cemento~~~~) and as Vice President of the Transformation Industry Chamber of Nuevo León (~~~~Cámara~~Instituto Tecnológico y de ~~la Industria~~Estudios Superiores de ~~la Transformación de Nuevo León~~~~). Mr. Elizondo is currently the Vice Chairman of CEMEX Latam’s board of directors. He graduated with a B.S. in chemical and system engineering and an M.B.A. from ITESM.~~Monterrey.

Ignacio Madridejos Fernández President CEMEX USA (Male - ~~52)~~53)		Joined CEMEX in 1996 and, after holding management positions in the Strategic Planning area, he headed CEMEX’s operations in Egypt, Spain, Western Europe and Northern Europe. He is currently President of CEMEX ~~USA, and is also responsible for our Global Energy, Health and Safety and Sustainability areas. Mr. Madridejos Fernández is also a member of the board of directors of CEMEX Latam.~~USA. He has served as a member of the board of directors of COMAC (Comercial de Materiales de Construcción S.L.), member of the board and President of OFICEMEN, member of the board and President of IECA (Instituto Español del Cemento y sus Aplicaciones),


Name, Position (Age)		Experience
		President of CEMA (Fundación Laboral del Cemento y el Medioambiente), Patron of the Junior Achievement Foundation and Vice President and Chairman of CEMBUREAU (European Cement Association), and member of the board of Inversiones Danaime SICAV S.A. ~~and member of the board of CEMEX Latam.~~ He graduated with a degree in ~~civil engineering~~Civil Engineering from the Universidad Politécnica de Madrid and holds an M.B.A. from Stanford University.

Jaime Muguiro Domínguez President CEMEX South, Central America and the Caribbean (Male - ~~49)~~50)		Joined CEMEX in 1996 and has held several executive positions in the areas of Strategic Planning, Business Development,Ready-mix Concrete, Aggregates and Human Resources. He headed CEMEX’s operations in Egypt and our former Mediterranean Region. He is currently President of CEMEX’s ~~SAC~~SCA&C Region and Chief Executive Officer of ~~CEMEX Latam.~~CLH. He graduated with a ~~management~~Management degree from San Pablo CEU University, ~~and~~ holds a ~~law~~Law degree from the Universidad Complutense de Madrid and an M.B.A. from the Massachusetts Institute of Technology.


~~Name, Position (Age)~~		~~Experience~~
Joaquín Miguel Estrada Suarez President CEMEX Asia, Middle East and Africa (Male - ~~54)~~55)		Joined CEMEX in 1992 and has held several executive positions, including head of operations in Egypt and Spain, as well as head of Trading for Europe, the Middle East and Asia. He is currently President of CEMEX Asia, Middle East and Africa and is also responsible for our global trading activities. He is also the Chairman of the board of directors of CHP. From 2008 to 2011, he served as a member of the board of directors of COMAC (Comercial de Materiales de Construcción S.L.),President and member of the board of OFICEMEN and member of the board of IECA (Instituto Español del Cemento y sus Aplicaciones). He was also the President of CEMA (Fundación Laboraldel Cemento y el Medioambiente) from 2010 to 2011. He graduated with a degree in ~~economics~~Economics from the Universidad de Zaragoza and holds an M.B.A. from the Instituto de Empresa.

José Antonio González Flores Executive Vice President of Finance and Administration and Chief Financial Officer (Male - ~~47)~~48)		Joined CEMEX in 1998 and ~~since then~~ has held management positions in corporate and operating areas in Finance, Strategic Planning, and Corporate Communications and Public Affairs. He is currently responsible for CEMEX’s Finance, Controllership, Tax, Process Assessment, Legal and ~~Legal~~Global Services Organization areas. Mr. González is also a member of the board of directors of GCC and is an alternate director of the board of directors of Axtel. Mr. González has a B.S. in Industrial and Management Systems Engineering


Name, Position (Age)		Experience
		from ITESM and an M.B.A. from Stanford University.

Juan Pablo San Agustín Rubio Executive Vice President of Strategic Planning and New Business Development (Male - ~~49)~~50)		Joined CEMEX in 1994 and has held executive positions in the Strategic Planning, Continuous Improvement,E-business and Marketing areas. He is currently Executive Vice President of Strategic Planning and New Business Development. Mr. San Agustín is Chairman of the board of directors of ~~CEMEX Latam.~~CLH. He graduated with a B.S. from the Universidad Metropolitana and holds an International M.B.A. from the Instituto de Empresa.

Luis Hernández Echávez Executive Vice President of ~~Administration~~Digital and Organization Development (Male - ~~54)~~55)		Joined CEMEX in 1996 and has held senior management positions in the Strategic Planning, ~~and~~ Human Resources and Administration areas. He is currently Executive Vice President of ~~Administration~~Organization and ~~Organization.~~Human Resources, Information Technology, Digital Innovation, as well as Neoris. He graduated with a degree in ~~civil engineering~~Civil Engineering from ITESM and holds a ~~master’s~~Master’s degree in ~~civil engineering~~Civil Engineering and an M.B.A. from the University of Texas at Austin. ~~Mr. Hernández is also a member of the board of directors of GCC.~~


~~Name, Position (Age)~~		~~Experience~~

MaherAl-Haffar Executive Vice President of Investor Relations, Corporate Communications and Public Affairs (Male ~~-60)~~- 61)		Joined CEMEX in 2000. Prior to his current position, he was Vice President of Investor Relations, Corporate Communications and Public Affairs. He also served as a Managing Director in Finance and Head of Investor Relations for CEMEX. Before joining CEMEX, he spent 19 years with Citicorp Securities Inc. and Santander Investment Securities as an investment banker and capital markets professional.Mr. Al-Haffar holds a B.S. in Economics from the University of Texas and a Master’s ~~Degree~~degree in International Relations and Finance from Georgetown University.

Mauricio Doehner Cobián Executive Vice President of Corporate Affairs and Enterprise Risk Management (Male - ~~43)~~44)		Joined CEMEX in 1996 and has held several executive positions in areas such as Strategic Planning and Enterprise Risk Management for Europe, Asia, the Middle East, South America and Mexico. He is currently in charge of Corporate Affairs and Enterprise Risk Management. He has also worked in the public sector within the Mexican Presidency. Mr. Doehner is president of the Mexican National Cement Chamber (Cámara Nacional del Cemento), and member of the board of directors of Vista Oil & Gas, S.A.B. de C.V., Editorial Clio, Trust for the Americas, Universidad TecMilenio, Museo de Arte Contemporáneo de Monterrey, A.C., Arzys, S.A. de C.V. and Casa Paterna La Gran Familia, A.C. Mr. Doehner earned his B.A. in Economics from ITESM, ~~and~~ holds an M.B.A. from IESE/~~IPADE. He also holds~~IPADE and a ~~Professional Certification~~


Name, Position (Age)		Experience
		professional certification in Competitive Intelligence from the FULD Academy of Competitive Intelligence in Boston, Massachusetts.

Juan Romero Torres President of CEMEX México (Male - 62)		Joined CEMEX in 1989 and has occupied several senior management positions, including President of CEMEX Colombia, President of our operations in Mexico, President of the South America and the Caribbean Regions and President of our former Europe, Middle East, Africa and Asia Region. As of December 31, 2018, he was President of our operations in Mexico and is also in charge of our global procurement area. Mr. Romero was appointed Vice President and representative of the board of directors of the National Chamber of Cement (Cámara Nacional del Cemento) in June 2011, and is also a member of the board of directors of GCC. Mr. Romero graduated from Universidad de Comillas in Spain, where he studied Law and Economic and Enterprise Sciences. Effective as of February 1, 2019, he is our Executive Vice President of Global Commercial Development and is no longer the President of CEMEX México.

Jaime Gerardo Elizondo Chapa President CEMEX Europe (Male - 55)		Joined CEMEX in 1985 and has headed several operations, including Panama, Colombia, Venezuela and Mexico and was President of CEMEX South America (including Central America) and the Caribbean. As of December 31, 2018, he was the President of CEMEX Europe. Mr. Elizondo served as President and Vice President of the National Chamber of Cement (Cámara Nacional del Cemento) and as Vice President of the Transformation Industry Chamber of Nuevo León (Cámara de la Industria de la Transformación de Nuevo León). Mr. Elizondo is currently the Vice Chairman of CLH’s board of directors. He graduated with a B.S. in Chemical and System Engineering and holds an M.B.A. from ITESM. Effective as of February 1, 2019, he is our Executive Vice President of Global Supply Chain, responsible for the global technology area, and is no longer the President of CEMEX Europe.

Jesús Vicente González Herrera Executive Vice President of Sustainability and Operations Development (Male - ~~53)~~54)		Joined CEMEX in 1998 and has held several senior positions, including Corporate Director of Strategic Planning, Vice President of Strategic Planning in CEMEX USA, President of CEMEX Central America and, more recently, as President of CEMEX UK. In his current position, Mr. González heads the Health and Safety, Operations and Technology, Energy, Procurement, Sustainability, and Research and Development areas. He holds a MSc in Naval Engineering from the Polytechnic University of Madrid and an MBA from IESE—University of Navarra, Barcelona.

~~Rafael Garza Lozano,~~ ~~Chief Accounting Officer~~ ~~(Male - 54)~~		Joined CEMEX in 1985 and has served as Chief Accounting Officer since 1999. Mr. Garza is a certified public accountant and he received a Master’s Degree in administration and finance from ITESM. He also attended executive programs at ITAM, IPADE and Harvard University. He is currently a member of the board of directors of


Name, Position (Age)		Experience
		Health and Safety, Operations and Technology, Energy, Procurement, Sustainability, and Research and Development areas. He holds a M.Sc. in Naval Engineering from the Polytechnic University of Madrid and an M.B.A. from IESE—University of Navarra, Barcelona.

Rafael Garza Lozano Vice President of Comptrollership (Male - 55)		Joined CEMEX in 1985 and has served as Chief Accounting Officer since 1999. He is currently a member of the board of directors of Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera and an alternate member of the board of directors of GCC. Mr. Garza is a certified public accountant and he received a Master’s degree in Administration and Finance from ITESM. He also attended executive programs at ITAM, IPADE and Harvard University.

Roger Saldaña Madero Senior Vice President of Legal (Male - ~~50)~~51)		Joined CEMEX in 2000 and served as Legal Counsel of CEMEX, S.A.B. de C.V. and, from 2001 to 2011, as General Counsel of NEORIS, a CEMEX subsidiary specialized in providing information technology services. Since 2005, Mr. Saldaña ~~served since 2005~~has as Senior Corporate Counsel of CEMEX, and is responsible for, among other matters, corporate finance legal affairs and, since June 1, 2017, has served as CEMEX’s Senior Vice President of Legal. On March 30, 2017, Mr. Saldaña was appointed Secretary of the board of directors of CEMEX, S.A.B. de C.V. and the ~~Committees~~committees to such Board. Prior to joining CEMEX, he served as Legal Counsel in CYDSA, S.A.B. de C.V., was a foreign associate in the law firm Fried, Frank, Harris, Shriver & Jacobson, in New York, N.Y., USA and previously was Chief of the Double Taxation Department in Mexico’s Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público). Mr. Saldaña is a graduate of the Universidad de Monterrey, A.C. (UDEM) with a degree in Law, ~~and~~ holds a Master’s ~~Degree~~degree in Law (LLM) from Harvard University and a ~~Diploma~~diploma from Harvard University’s International Tax Program.


Name, Position (Age)		Experience
		~~visiting professor at Instituto Tecnológico y de Estudios Superiores de Monterrey. He holds an industrial and systems engineering degree from the Instituto Tecnológico y de Estudios~~ Superiores de Monterrey and an M.B.A. from the Wharton Business School of the University of Pennsylvania (1980). He is a grandson of the late Mr. Lorenzo Zambrano Gutiérrez, one of CEMEX, S.A.B. de C.V.’s founders, and a son of Mr. Marcelo Zambrano Hellion, who was a member of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors~~Directors from 1957 until his passing away and Chairman of the ~~board~~Board of ~~directors~~Directors from 1979 to 1995. ~~Second uncle of~~He has a family relationship with Tomás Milmo Santos, ~~and of~~ Ian Christian Armstrong Zambrano and ~~brother of~~ Marcelo Zambrano Lozano, who are all ~~of them~~ members of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors.~~
	Directors.
Fernando Ángel González Olivieri Non-Independent Director (Male - ~~63)~~64)		See “— Senior Management.”

~~Tomás Milmo Santos~~Marcelo Zambrano Lozano Non-Independent Director (Male - ~~53)~~63)		~~Has~~ Mr. Zambrano Lozano has been a member of ~~CEMEX, S.A.B. de C.V.’s board~~the Board of ~~directors since 2006 and was member~~Directors of CEMEX, S.A.B. de C.V.~~’s Finance~~ since March 31, 2017 and a member of the Sustainability Committee ~~from 2009 until March 2015. Mr. Milmo Santos served as an alternate member~~ of CEMEX, S.A.B. de C.V.~~’s board of directors~~ from ~~2001~~July 27, 2017 to ~~2006.~~the present date. He is~~Co-Chairman~~ a founding partner and Executive Chairman of the ~~board~~Board of ~~directors~~Directors of ~~Axtel, S.A.B.~~Carza, S.A. de C.V. He, a recognized construction company in the residential, commercial and industrial sectors. Currently, he is also a member of the ~~board~~boards of directors of ~~Promotora Ambiental,~~Green Paper (formerly Productora de Papel, S.A. de C.V.), Fibra Inn (a trust that has securities trading in Mexico and in the U.S.), Nacional Financiera (NAFIN) Nuevo León Delegation, Grupo Vigia, S.A. de C.V. and Fundación Treviño Elizondo. Furthermore, he is a member of the General Council of Universidad de Monterrey, A.C. (UDEM) and of the General Board of Telmex. He is also an alternate member of the Board of Directors of AF Banregio, S.A. de C.V., SOFOM, E.R., Banregio Grupo Financiero and of Banregio Grupo Financiero, S.A.B. de C.V., which is a publicly listed company in Mexico. His detailed knowledge of the real estate and construction industries, as well as the construction materials sector, provides the CEMEX, S.A.B. de C.V. Board of Directors with an extensive view of the main trends in the sector, thus helping CEMEX to anticipate and satisfy the needs of customers in each of the market segments CEMEX participates in. He graduated with a degree in Marketing from the Instituto Tecnológico y de Estudios Superiores de ~~Monterrey and Chairman of the board of directors of Tec Salud and Alianza Educativa por Nuevo León. He was~~Monterrey.


Name, Position (Age)		Experience
		Mr. Zambrano Lozano has a ~~member of CEMEX México’s board of directors until February 2017. He graduated~~familial relationship with ~~a degree in economics from Stanford University.~~ Mr. ~~Milmo Santos is a second nephew of~~ Rogelio Zambrano Lozano, Chairman of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors.~~Directors, Tomás Milmo Santos and Ian Christian Armstrong Zambrano, both members of CEMEX, S.A.B. de C.V.’s Board of Directors.

Ian Christian Armstrong Zambrano Non-Independent Director (Male - ~~38)~~39)		~~Has~~ Mr. Armstrong Zambrano has been a member of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors~~Directors since March 26, ~~2015.~~ 2015, and a member of the Sustainability Committee of CEMEX, S.A.B. de C.V. since it was established on September 25, 2014. Currently, he is a founding partner and President of Biopower, which provides the private and public sectors with voltage optimization solutions and services related to quality of energy, as well as a founding member of RIC Energy Mexico, which is a qualified energy services provider and power generator. Mr. Armstrong Zambrano is also member of the Boards of Directors of Tec Salud and Fondo Zambrano Hellión. With his experience in the financial and energy sectors, Mr. Armstrong Zambrano has advised and carried out several projects with leading multinational companies in Mexico. Thus, in addition to contributing his knowledge to CEMEX, S.A.B. de C.V.’s Sustainability Committee to evaluate energy projects, he provides strategic guidance to the CEMEX, S.A.B. de C.V. Board of Directors for the development and global expansion of CEMEX. He had previously been a provisional member of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors~~Directors since May 15, 2014 until March 2015 and ~~member of the Sustainability Committee of CEMEX, S.A.B. de C.V. since such Board established it on September 25, 2014 to the present date. He~~ was Vice President of Promotion and Analysis at Evercore Casa de ~~Bolsa, and currently is a founding partner and President of Biopower, a founding member of RIC Energy Mexico and a member of the Boards of~~


~~Name (Age)~~		~~Experience~~
		~~Directors of Tec Salud and Fondo Zambrano Hellión.~~ Mr. Armstrong Zambrano is a graduate in ~~business administration~~Business Administration from the Instituto Tecnológico y de Estudios Superiores de Monterrey and holds an M.B.A. from the IE Business School. He ishas a ~~second nephew of~~familial relationship with Rogelio Zambrano Lozano, Chairman of CEMEX, S.A.B. de C.V.’s ~~board~~Board of ~~directors.~~Directors, and Marcelo Zambrano Lozano, a member of CEMEX, S.A.B. de C.V.’s Board of Directors.

Armando J. García Segovia Independent Director (Male - ~~66)~~67)		~~Has~~Mr. García Segovia has been a member of CEMEX, S.A.B. de C.V.’s Board of Directors since 1983 and a member of the Sustainability Committee of CEMEX, S.A.B. de C.V. since ~~such Board~~it was established it on