The prospectus is being displayed in the website to make the prospectus accessible to more investors. ThePhilippine Stock Exchange (PSE) assumes no responsibility for the correctness of any of the statements made oropinions or reports expressed in the prospectus. Furthermore, the PSE makes no representation as to thecompleteness of the prospectus and disclaims any liability whatsoever for any loss arising from or in reliance inwhole or in part on the contents of the prospectus.

CEMEX HOLDINGS PHILIPPINES, INC.(incorporated with limited liability in the Republic of the Philippines)

Primary Offer of 2,032,980,830 common shares at an Offer Price of P10.75 per Share with a stabilization relatedoption of up to 304,947,124 common shares to be listed and traded on the Main Board of The Philippine StockExchange, Inc.

Joint Global Coordinators and Joint Bookrunners

(in alphabetical order)

Domestic Lead Underwriter1

BDO Capital & Investment Corporation

THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESESECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BEREPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION.

(1) We have obtained the BDO Loan from BDO Unibank, Inc., the parent company of BDO Capital & Investment Corporation for purposesof refinancing a portion of our Short-Term Loan. The BDO Loan is a short-term loan of up to P12,000.0 million at any one timeoutstanding with an interest rate of 3.25% per annum. We intend to fully repay the BDO Loan using a portion of the net proceeds of theOffer.

The date of this Prospectus is June 30, 2016

CEMEX Holdings Philippines, Inc.8/F Petron Megaplaza358 Sen. Gil. J. Puyat AvenueMakati City, Philippines 1200

TELEPHONE NUMBER:+(632) 849 3600WWW.CEMEXHOLDINGSPHILIPPINES.COM

This Prospectus relates to the offer and sale of 2,032,980,830 common shares at an Offer Price of P10.75 (the“Firm Offer,” and such shares, the “Firm Shares”), par value of P1.00 per ordinary share (the “Shares”), ofCEMEX Holdings Philippines, Inc., a corporation organized under Philippine law (the “Company”). We havegranted Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited,Singapore Branch and J.P. Morgan Securities plc (collectively, the “Joint Bookrunners”), acting through BDOCapital & Investment Corporation (the “Stabilizing Agent”), an option exercisable in whole or in part from andincluding the Offer Price determination date of June 30, 2016 (the “Price Determination Date“) up to andincluding the day prior to the date of listing and when trading of the Firm Shares commences (the “Listing Date”)on The Philippine Stock Exchange (the “PSE”) to purchase up to an additional 304,947,124 Shares at the OfferPrice (the “Stabilization Shares,” and together with the Firm Shares, the “Offer Shares”), on the same terms andconditions as the Firm Shares as set forth in this Prospectus (the “Stabilization Related Option”). The offer of theOffer Shares, including the Stabilization Shares, is referred to as the “Offer.” If the Stabilization Related Optionis exercised, any Stabilization Shares will be sold as part of the International Offer (as defined below). Inconnection with the Offer and the conduct of stabilization activities, our principal shareholder (the “PrincipalShareholder”), CEMEX Asian South East Corporation, has undertaken to purchase from the Joint Bookrunnersand BDO Capital & Investment Corporation (the “Domestic Lead Underwriter,” and together with the JointBookrunners, the “Underwriters”), acting through the Stabilizing Agent, at the Offer Price per Share up to304,947,124 Shares (the “Undertaking to Purchase Shares”) required to be purchased by the Underwriters, fromtime to time, beginning on or after the Listing Date and ending on the date 30 days from the Listing Date. See“Plan of Distribution” on page 195 of this Prospectus.

A total of 5,195,395,454 Shares comprising 2,857,467,500 outstanding shares and 2,337,927,954 Offer Sharesare to be registered under the provisions of the Securities Regulation Code of the Philippines (Republic ActNo. 8799).

The Offer Shares shall be offered at a price of P10.75 per Offer Share (the “Offer Price”). The determination ofthe Offer Price is further discussed on page 59 of this Prospectus and was based on a book-building process anddiscussions between us, the Joint Bookrunners and the Domestic Lead Underwriter. Assuming the StabilizationRelated Option is fully exercised, a total of 5,195,395,454 common shares will be outstanding after the Offer(including 2,337,927,954 Offer Shares, which represents approximately 45.0% of our outstanding capital stockafter completion of the Offer). Assuming the Stabilization Related Option is not exercised, a total of4,890,448,330 common shares will be outstanding after the Offer (including 2,032,980,830 Firm Shares, whichrepresents approximately 41.6% of our outstanding capital stock after completion of the Offer).

We expect to raise gross proceeds from the offer of P25,132.7 million based on an Offer of 2,337,927,954 OfferShares, assuming the Stabilization Related Option is exercised in full, at the Offer Price of P10.75 per OfferShare. The estimated net proceeds from the Offer will be approximately P23,784.5 million, assuming theexercise of the Stabilization Related Option in full and the issuance of 2,337,927,954 common shares at an OfferPrice of P10.75, determined by deducting estimated underwriting discounts and commissions, and otherestimated offering expenses payable by us of P1,348.2 million. We intend to use the net proceeds of the Offer (i)to fully repay the BDO Loan; (ii) to repay amounts outstanding under the Short-Term Loan from New SunwardHolding B.V. (“NSH”), a subsidiary of CEMEX, or indebtedness that we may enter into to refinance all or anyportion of the Short-Term Loan, which may include indebtedness owed to the Principal Shareholder; and (iii) tothe extent there are any remaining net proceeds after repaying the BDO Loan and the Short-Term Loan, topartially repay the Long-Term Loan from NSH. The lender of the BDO Loan is BDO, which also acts as a lenderof promissory notes and omnibus credit lines to the Company. BDO Capital & Investment Corporation is theStabilizing Agent in connection with the Offer. BDO Unibank, Inc.—Trust and Investments Group is the

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Company’s Stock Transfer Agent. In addition, BDO is the parent company of the Domestic Lead Underwriter,BDO Capital & Investment Corporation. Other than the foregoing, no other relationship/affiliation exists amongBDO, BDO Capital & Investment Corporation, the Company and its subsidiaries. For a more detailed discussionon the proceeds from the Offer and our proposed use of proceeds, please see “Use of Proceeds” on page 54 ofthis Prospectus.

Each holder of Shares will be entitled to such dividends as may be declared by our Board of Directors (the“Board”), provided that any stock dividends declaration requires the approval of shareholders holding at leasttwo-thirds of our total outstanding capital stock. The Corporation Code of the Philippines, Batas Pambansa Blg.68 (the “Philippine Corporation Code”) has defined “outstanding capital stock” as the total shares of stockissued, whether paid in full or not, except for treasury shares. We have not yet adopted a formal dividend policy,however dividends may be declared only from our unrestricted retained earnings. See “Dividends and DividendPolicy” on page 57 of this Prospectus.

609,894,300 of the Firm Shares (or 30% of the Firm Shares) (the “Domestic Offer Shares”) are being offered andsold by us at the Offer Price in the Philippines (the “Domestic Offer”). 406,596,200 of the Domestic Offer Shares(or 20% of the Firm Shares) are being offered at the Offer Price to all of the trading participants of the PSE (the“PSE Trading Participants,” and such offer, the “Trading Participants’ Offer”) and 203,298,100 of the DomesticOffer Shares (or 10% of the Firm Shares) are being offered to local small investors (“Local Small Investors,” andsuch offer, the “Local Small Investors’ Offer”) in the Philippines. The Domestic Lead Underwriter will act as thedomestic lead underwriter of the Domestic Offer. Details regarding the commission to be received by theDomestic Lead Underwriter can be found under “Plan of Distribution.” Prior to the closing of the DomesticOffer, any allocation of Domestic Offer Shares not taken up by the PSE Trading Participants and the Local SmallInvestors will be distributed by the Domestic Lead Underwriter to its clients or the general public in thePhilippines or as otherwise agreed with the Joint Bookrunners. Any Domestic Offer Shares that are not taken upby the PSE Trading Participants, the Local Small Investors, the clients of the Domestic Lead Underwriter or thegeneral public will be purchased by the Domestic Lead Underwriter, subject to any agreement between theDomestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or other such mechanism.

1,423,086,530 of the Firm Shares (or 70% of the Firm Shares) (the “International Offer Shares”) are beingoffered and sold outside the Philippines by the Joint Bookrunners to persons outside the United States in relianceon Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the“U.S. Securities Act”) and within the United States by the Joint Bookrunners to “qualified institutional buyers”(“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the U.S. Securities Act (the “International Offer”).Investors in the International Offer will be required to pay, in addition to the Offer Price, a brokerage fee of 1.0%of the Offer Price. If the Stabilization Related Option is exercised, any Stabilization Shares will be sold as part ofthe International Offer. Under the terms and conditions of the International Underwriting Agreement, the JointBookrunners have agreed to underwrite the International Offer on a firm-commitment basis and to purchase orprocure purchasers for all of the Offer Shares to be offered in the International Offer, subject to any agreementbetween the Domestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or other suchmechanisms. See “Plan of Distribution” on page 195 of this Prospectus.

The allocation of the Offer Shares between the Domestic Offer and the International Offer is subject toadjustment. In the event of an under-application in the International Offer and a corresponding over-applicationin the Domestic Offer, Offer Shares in the International Offer may (with the consent of the Joint Bookrunnersand the Domestic Lead Underwriter) be reallocated to the Domestic Offer. If there is an under-application in theDomestic Offer (including an under-application in the Trading Participants’ Offer and the Local Small Investors’Offer) and if there is a corresponding over-application in the International Offer, Offer Shares in the DomesticOffer may (with the consent of the Joint Bookrunners and the Domestic Lead Underwriter) be reallocated to theInternational Offer. The reallocation shall not apply in the event of over-application or under-application in boththe Domestic Offer and the International Offer.

All of our Shares issued and to be issued pursuant to the Offer have, or will have, identical rights and privileges.The Shares may be owned by any person or entity regardless of citizenship or nationality. Please see also “RiskFactors—Risks Relating to the Offer and the Offer of Shares” on page 50 of this Prospectus.

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No representation or warranty, express or implied, is made by the Joint Bookrunners, the Domestic LeadUnderwriter, or any of their respective affiliates, as to the accuracy or completeness of the information herein andnothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the JointBookrunners, the Domestic Lead Underwriter or any of their respective affiliates. Any reproduction ordistribution of this Prospectus, in whole or in part, and any disclosure of its contents or use of any informationherein for any purpose other than considering an investment in the Offer Shares is prohibited. Each offeree of theOffer Shares, by accepting delivery of this Prospectus, agrees to the foregoing.

No person has been or is authorized to give any information or to make any representation concerning us or ouraffiliates or the Offer Shares, which is not contained in this Prospectus and any information or representation notso contained herein must not be relied upon as having been authorized by us, the Joint Bookrunners, theDomestic Lead Underwriter or any of their respective affiliates. Neither the delivery of this Prospectus nor anyoffer, sale or delivery made in connection with the Offer shall at any time or in any circumstances imply that theinformation contained herein is correct as at any time subsequent to its date or constitute a representation thatthere has been no change or development reasonably likely to involve a material adverse change in our affairs, orthe affairs of our subsidiaries, since the date hereof.

In connection with the Offer, the Stabilizing Agent may effect price stabilization transactions for a periodbeginning on or after the Listing Date but extending no later than 30 days from the Listing Date. The StabilizingAgent may purchase Shares in the open market only if the market price of our Shares is below the Offer Price.This may have the effect of preventing a decline in the market price of our Shares and may also cause the price ofour Shares to be higher than the price that otherwise would exist in the open market in the absence of thesetransactions. If the Stabilizing Agent commences any of these transactions, it may discontinue them at any time.The Stabilizing Agent is required to disclose to the Philippine SEC any of the foregoing price stabilizationtransactions and, through us, is required to simultaneously disclose to the PSE by way of the Online DisclosureSystem any such price stabilization transactions.

CONVENTIONS APPLYING TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to “us,” “we” and“our” or similar terms (i) for periods prior to January 1, 2016 are to (a) APO Cement Corporation (“APOCement”) and its subsidiaries other than APO Land and Quarry Corporation and its subsidiaries and (b) SolidCement Corporation (“Solid Cement”) and its subsidiaries other than Island Quarry and Aggregates Corporationand its subsidiaries and (ii) for periods from and after January 1, 2016 refer to CEMEX Holdings Philippines,Inc. and its consolidated subsidiaries. Unless otherwise indicated or the context otherwise requires, all referencesin this Prospectus to “CEMEX” refer to CEMEX, S.A.B. de C.V. and all of its consolidated subsidiaries (otherthan CEMEX Holdings Philippines, Inc. and its consolidated subsidiaries) following the Offer.

In this Prospectus, unless otherwise indicated or the context otherwise requires, all references to the“Philippines” are references to the Republic of the Philippines. All references to the “Government” herein arereferences to the Government of the Republic of the Philippines. All references to the “BSP” are references toBangko Sentral ng Pilipinas, the central bank of the Philippines. All references to “United States” or “U.S.”herein are to the United States of America. All references to “peso,” “Philippine Peso” and “P” herein are to thelawful currency of the Philippines and all references to “U.S. dollar” or “US$” herein are to the lawful currencyof the United States.

For information regarding rates of exchange between the peso and the U.S. dollar, see “Exchange Rates” onpage 58 of this Prospectus. Figures in this Prospectus have been subject to rounding adjustments. Accordingly,figures shown for the same item of information may vary and figures which are totals may not be an arithmeticaggregate of their components.

For convenience, certain peso amounts have been translated into U.S. dollar amounts, based on the exchange rateon March 31, 2016 of P46.108 = US$1.00, being the PDS Rate (as defined in the Glossary of Terms). Suchtranslations should not be construed as representations that the peso or U.S. dollar amounts referred to could havebeen, or could be, converted into pesos or U.S. dollars, as the case may be, at that or any other rate or at all. For

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further information regarding rates of exchange between the peso and the U.S. dollar, see “Exchange Rates” onpage 58 of this Prospectus. Figures in this Prospectus have been subject to rounding adjustments. Accordingly,figures shown for the same item of information may vary and figures which are totals may not be an arithmeticaggregate of their components.

BASIS FOR CERTAIN MARKET DATA

This Prospectus includes statistics, data and other information relating to markets, market sizes, market shares,market positions and other industry data regarding the production, distribution, marketing and sale of cement.Such information is based on various sources, on assumptions that we have made that are based on those data andother similar sources and on our own analysis and knowledge of the markets for our products. These sourcesinclude reports and certain industry forecasts that were generated internally, market data and industry forecastsfrom independent industry publications and a market study (the “Cement Industry Report”) prepared by L.E.K.Consulting and commissioned by us. Industry publications generally state that the information contained thereinhas been obtained from sources believed to be reliable, but that the accuracy and completeness of suchinformation is not guaranteed. We have not independently verified this data nor sought the consent of anyorganizations to refer to their reports in this Prospectus, and none of us, the Joint Bookrunners, the DomesticLead Underwriter or any of our or their respective affiliates make any representation as to the accuracy of suchinformation.

See the section entitled “The Cement Industry” on page 103 of this Prospectus for information relating to theCement Industry Report and our engagement of L.E.K. Consulting. The information contained in the CementIndustry Report has been accurately reproduced, and, as far as we are aware, no facts have been omitted whichwould render the information provided inaccurate or misleading. The Cement Industry Report includes or isotherwise based in part on information supplied to L.E.K. Consulting by or on behalf of us, including our internalfinancial and operational information. In addition, we understand from L.E.K. Consulting that the CementIndustry Report includes or is otherwise based on information obtained from (i) various data collection agencies,industry associations, forums and institutes and private market analysts; and (ii) publicly available information,such as national and local government budgets, tender publications, and other information publicly released bycorporations and government departments, as well as primary interviews conducted with industry experts andparticipants and secondary market research.

While the Cement Industry Report provides that the views, opinions, forecasts and information contained in it arebased on information reasonably believed by L.E.K. Consulting in good faith to be reliable, L.E.K. Consultinghas not independently verified or audited the information or material provided by it to us. In addition, the marketand industry data contained in this Prospectus that has been extracted or derived from the Cement IndustryReport has not been independently verified by us, the Joint Bookrunners or the Domestic Lead Underwriter norany of our or their respective affiliates and may not be accurate, complete, up-to-date, balanced or consistent withother information compiled within or outside the Philippines. Neither us nor the Joint Bookrunners or theDomestic Lead Underwriter nor any of our or their respective affiliates make any representation as to theaccuracy of such information.

Investors should note that market data and statistics are inherently predictive and subject to uncertainty and notnecessarily reflective of actual market conditions.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise stated, all financial information relating to us and our subsidiaries contained herein is stated inaccordance with Philippine Financial Reporting Standards (“PFRS”). The Company was incorporated onSeptember 17, 2015 as a holding company for CEMEX’s businesses producing and marketing cement andcement products in the Philippines. On January 1, 2016 our Company acquired, directly and indirectly throughintermediate holding companies, a 100% equity interest in each of Solid Cement and APO Cement. Theforegoing series of transactions is referred to herein as “the Reorganization.” We also plan to (a) restructure our

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royalty arrangements with CEMEX, pursuant to which new royalty agreements are expected to be entered intobetween each of APO Cement and Solid Cement and our wholly-owned subsidiary, CEMEX Asia Research, andbetween CEMEX Asia Research and CEMEX; and (b) implement our planned insurance strategy, pursuant towhich we expect to incorporate a wholly-owned subsidiary that will reinsure our property, non-damage businessinterruption and political risks in exchange for reinsurance premiums to be paid by an affiliate of CEMEX, whichreinsures such risks for the third party insurers that provide insurance coverage to APO Cement and SolidCement. We refer to this operational restructuring as the “Operational Restructuring.” The OperationalRestructuring is not reflected in the Audited Interim Consolidated Financial Statements of our Company and oursubsidiaries as of and for the three months ended March 31, 2016.

In this Prospectus, references to “fiscal 2013,” “fiscal 2014” and “fiscal 2015” refer to the fiscal years endedDecember 31, 2013, December 31, 2014 and December 31, 2015, respectively. In this Prospectus, references to“Audited Combined Historical Financial Statements” refer to the audited combined historical financialstatements of our operating subsidiaries as of and for the years ended December 31, 2013, 2014 and 2015 andreferences to “Audited Interim Consolidated Financial Statements” refer to the audited consolidated financialstatements of our Company and our subsidiaries as of and for the three months ended March 31, 2016. Unlessotherwise stated, financial information presented in this Prospectus (i) as of and for the years ended 2013, 2014and 2015, is derived from the Audited Combined Historical Financial Statements and (ii) as of and for the threemonths ended March 31, 2016 is derived from the Audited Interim Consolidated Financial Statements.R.G. MANABAT & CO. (“RGM&Co”), a member firm of the KPMG network, has audited (i) the AuditedCombined Historical Financial Statements, (ii) the historical financial statements of CEMEX HoldingsPhilippines, Inc. on a stand-alone basis from September 17, 2015 to December 31, 2015 and (iii) the AuditedInterim Consolidated Financial Statements, each in accordance with Philippine Standards on Auditing (“PSA”).

In this Prospectus, references to “Pro Forma Financial Information” refers to the pro forma condensedconsolidated financial information of CEMEX Holdings Philippines, Inc. and its subsidiaries as of and for theyear ended December 31, 2015. RGM&Co has examined and rendered an Independent Auditor’s AssuranceReport on the Compilation of the Pro Forma Condensed Consolidated Financial Information included in thisProspectus. The primary objective of the Pro Forma Financial Information is to present what the significanteffects on the combined historical financial information would have been had the Reorganization, theOperational Restructuring, the Offer and the application of the net proceeds of the Offer as described under “Useof Proceeds” occurred on January 1, 2015. The Pro Forma Financial Information assumes that (i) the acquisitionprice for our operating subsidiaries is P46,812.5 million, (ii) the principal amount of the Short-Term Loan isUS$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer atan assumed Offer Price of P17.00 per Share, and (iv) aggregate underwriting discounts and commissions andestimated expenses of the Offer payable by us will be equal to P1,176.5 million. This information is notcomparable to information presented elsewhere in this Prospectus (other than any information derived from thePro Forma Financial Information), which is based on (a) the actual acquisition price for our operatingsubsidiaries of P47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 InternationalOffer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,assuming the Stabilization Related Option is exercised in full) at an Offer Price of P10.75 per Share, and (d) theaggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us ofP1,348.2 million. See “Risk Factors—The Pro Forma Financial Information included in this Prospectus is basedon a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than theactual acquisition price, and may not be indicative of our future results” on page 34 of this Prospectus.

In this Prospectus, references to “Operating EBITDA” are to operating earnings before other expenses, net, plusdepreciation expenses. Operating EBITDA is presented because we believe that it is a widely accepted asfinancial indicator of our ability to internally fund capital expenditures and service or incur debt. OperatingEBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA inisolation or as an alternative to net income as an indicator of our operating performance or to cash flow from

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operating, investing and financing activities as a measure of liquidity, or any other measures of performanceunder PFRS. Because there are various Operating EBITDA calculation methods, our presentation of thesemeasures may not be comparable to similarly titled measures used by other companies.

Unless otherwise indicated, the description of our business activities in this Prospectus is presented on aconsolidated basis post-Reorganization. For further information on our corporate structure, see “Business—History and Reorganization” on page 114 of this Prospectus.

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FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which reflect our expectations regarding, among otherthings:

• future growth;

• economic conditions in the Philippines;

• results of operations and performance (both operational and financial);

• business prospects; and

• business opportunities.

Certain words, including, but not limited to, “plan,” “expect,” “budget,” “forecast,” “project,” “anticipate,”“believe,” “intend” and similar expressions or statements that certain actions, events or results “may,” “could,”“would,” “might” or “will” be taken, occur or be achieved, have been used to identify these forward-lookingstatements. Although the forward-looking statements contained in this Prospectus reflect our current beliefsbased upon information currently available to management and what management believes to be reasonableassumptions, we cannot be certain that our actual results will be consistent with these forward-lookingstatements. Forward-looking statements necessarily involve significant known and unknown risks, assumptionsand uncertainties that may cause our actual future growth, results of operations, performance, business prospectsand opportunities to differ materially from those expressed or implied by such forward-looking statements. Theserisks and uncertainties include, among other things, uncertainties relating to:

• the cyclical activity of the construction sector;

• competition;

• general political, economic and business conditions;

• the regulatory environment, including but not limited to environmental, tax and acquisition-related rules andregulations;

• the availability and cost of fuel, electricity and raw materials;

• distribution costs;

• weather conditions;

• risks related to our relationship with CEMEX, including our ability to satisfy our obligations under ourindebtedness owed to CEMEX and CEMEX’s ability to satisfy its financial obligations;

• our ability to achieve cost-savings from our cost-reduction initiatives and implement our pricing plans for ourproducts;

• our ability to implement successfully our planned expansion of our Solid Cement plant;

• the increasing reliance on information technology infrastructure for our invoicing, procurement, financialstatements and other processes that can adversely affect operations in the event that the infrastructure does notwork as intended, experiences technical difficulties or is subject to cyber-attacks;

• natural disasters and other unforeseen events; and

• other risks and uncertainties described under “Risk Factors” and elsewhere in this Prospectus.

See “Risk Factors” on page 25 of this Prospectus. Accordingly, prospective investors should not place unduereliance on such forward-looking statements. These forward-looking statements are made as of the date of thisProspectus and we assume no obligation to update or revise them to reflect new events or circumstances.

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TABLE OF CONTENTS

Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . 1Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Summary of the Offer . . . . . . . . . . . . . . . . . . . . 12Summary Historical Financial Information . . . 20Summary Pro Forma Financial Information . . . 22Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 54Dividends and Dividend Policy . . . . . . . . . . . . . 57Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . 58Determination of Offer Price . . . . . . . . . . . . . . 59Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 60Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Selected Historical Financial Information . . . . 64Selected Pro Forma Financial Information . . . . 66Management’s Discussion and Analysis of

Historical Financial Condition and Resultsof Operations . . . . . . . . . . . . . . . . . . . . . . . . . 69

Management’s Discussion and Analysis of ProForma Financial Condition and Results ofOperations . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

The Cement Industry . . . . . . . . . . . . . . . . . . . . . 103Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Material Contracts . . . . . . . . . . . . . . . . . . . . . . . 149Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152Board of Directors and Senior Management . . . 159Related Party Transactions . . . . . . . . . . . . . . . . 166Principal Shareholders . . . . . . . . . . . . . . . . . . . . 174Description of Share Capital . . . . . . . . . . . . . . . 176The Philippine Stock Market . . . . . . . . . . . . . . . 183Philippine Foreign Exchange and Foreign

Ownership Controls . . . . . . . . . . . . . . . . . . . . 188Philippine Taxation . . . . . . . . . . . . . . . . . . . . . . 190Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 195Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 199Independent Auditors . . . . . . . . . . . . . . . . . . . . 200Financial Statements and Independent

Auditors’ Reports . . . . . . . . . . . . . . . . . . . . . F-1

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GLOSSARY OF TERMS

In this Prospectus, unless the context otherwise requires, the following terms have the meanings set out below.

ALQC . . . . . . . . . . . . . . . . . . . . . . . . . . . APO Land & Quarry Corporation, an entity that is wholly owned byImpact Assets Corporation, which is a corporation in which CEMEXowns a 40% equity interest

ALQC Supply Agreement . . . . . . . . . . . . The Master Agreement for Supply and Mineral Processing betweenAPO Cement and ALQC, effective as of January 1, 2016

APO Cement . . . . . . . . . . . . . . . . . . . . . . APO Cement Corporation

APO Services Agreement . . . . . . . . . . . . The Services Agreement between APO Cement and CEMEX AsiaPte. Ltd., dated June 1, 2009, as amended

Application . . . . . . . . . . . . . . . . . . . . . . . An application to subscribe for Offer Shares pursuant to the Offer

Audited Combined Historical FinancialStatements . . . . . . . . . . . . . . . . . . . . . . The audited combined historical financial information of Edgewater

Ventures Corporation, Triple Dime Holdings, Inc., APO Cement,Bedrock Holdings, Inc., Sandstone Strategic Holdings, Inc., SolidCement, Ecocast Builders, Inc., Ecocrete, Inc., Ecopavements, Inc.,Enerhiya Central, Inc. and Newcrete Management, Inc. as of and forthe years ended December 31, 2013, 2014 and 2015

Audited Interim Consolidated FinancialStatements . . . . . . . . . . . . . . . . . . . . . . The audited interim consolidated financial information of our

Company and our subsidiaries as of and for the three months endedMarch 31, 2016

BDO . . . . . . . . . . . . . . . . . . . . . . . . . . . . BDO Unibank, Inc.

BDO Facility . . . . . . . . . . . . . . . . . . . . . . That certain facility agreement entered into with BDO on May 31,2016, pursuant to which BDO is expected to provide to the Companythe BDO Loan for the purposes of refinancing a portion of the Short-Term Loan from NSH

BDO Loan . . . . . . . . . . . . . . . . . . . . . . . . The short-term loan of up to P12,000.0 million at any one timeoutstanding made available to us by BDO pursuant to the BDOFacility for the purposes of refinancing a portion of the Short-TermLoan from NSH, bearing interest at the rate of 3.25% per annum andhaving an initial tenor of the earlier of (a) three business daysfollowing the Company’s receipt of the net proceeds of the Offer and(b) 90-days following the initial drawdown date, which was June 20,2016, subject to a further 90-day extension in the event the Offer isdelayed but the Company is still reasonably expected to receive thenet proceeds of the Offer during 2016

BIR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Bureau of Internal Revenue

Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Board of Directors

BSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangko Sentral ng Pilipinas, the central bank of the Philippines

CALABAR Mining Patent . . . . . . . . . . . Collectively, the placer mining patents owned by our supplier, IQAC,that grant IQAC both the Mineral Rights and Land Rights withrespect to the relevant contract area

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Cement Companies . . . . . . . . . . . . . . . . . APO Cement together with Solid Cement

Cement Industry Report . . . . . . . . . . . . . A report commissioned by us and prepared by L.E.K. Consulting

CEMEX . . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX, S.A.B. de C.V. and all of its consolidated subsidiaries (otherthan CEMEX Holdings Philippines, Inc. and its consolidatedsubsidiaries) following the Offer. CEMEX is a New York StockExchange and Mexican Stock Exchange-listed company that wasfounded in 1906 and registered with the Mercantile Section of thePublic Registry of Property and Commerce in Monterrey, NuevoLeon, Mexico, on June 11, 1920

CEMEX Agreements . . . . . . . . . . . . . . . . The Non Exclusive Use, Exploitation and Enjoyment of AssetsLicense Agreement, Trademark License Agreement and the ServicesAgreements we are entering into with CEMEX in connection with theOffer

CEMEX Asia Research . . . . . . . . . . . . . . CEMEX Asia Research AG, our wholly owned subsidiary

CEMEX Research Group . . . . . . . . . . . . CEMEX Research Group AG, an entity organized under the laws ofSwitzerland that develops and manages CEMEX’s research anddevelopment initiatives.

Company . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX Holdings Philippines, Inc.

Credit Agreement . . . . . . . . . . . . . . . . . . The amended and restated facilities agreement dated March 17, 2016,between CEMEX, S.A.B. de C.V. and certain of its subsidiaries, thelenders party thereto, Citibank Europe PLC, UK Branch (formerlyCitibank International PLC), as agent and Wilmington Trust (London)Limited, as security agent

DENR . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Department of Environment and Natural Resources

Domestic Lead Underwriter . . . . . . . . . . BDO Capital & Investment Corporation

Domestic Offer . . . . . . . . . . . . . . . . . . . . The offer in the Philippines of the Domestic Offer Shares at the OfferPrice to the PSE Trading Participants, Local Small Investors, clientsof the Domestic Lead Underwriter and the general public

Domestic Offer Shares . . . . . . . . . . . . . . 609,894,300 Offer Shares that are being offered by us in the DomesticOffer

Domestic Receiving Agent . . . . . . . . . . . BDO Unibank, Inc.—Trust and Investments Group

Framework Agreement . . . . . . . . . . . . . . The framework agreement by and between us, CEMEX, S.A.B. deC.V. and the Principal Shareholder entered into in connection withthe Offer, dated March 9, 2016, that will become effective uponcompletion of the Offer

FastForwardMR Brand Survey . . . . . . . . The “Project Heroes” market study on cement companies conductedby FastForwardMR Corporation in June-July 2015 and commissionedby CEMEX

Firm Offer . . . . . . . . . . . . . . . . . . . . . . . . The offer and sale of 2,032,980,830 Shares by us

Firm Shares . . . . . . . . . . . . . . . . . . . . . . . The Shares relating to the Firm Offer

GDP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Gross Domestic Product of the Philippines, which is a measure ofeconomic activity compiled by the Philippine National StatisticalCoordination Board

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Government . . . . . . . . . . . . . . . . . . . . . . . The Government of the Republic of the Philippines

Installed annual capacity . . . . . . . . . . . . . With respect to (i) a cement plant, the nameplate annual grindingcapacity as of the end of the year (taking into account scheduledmaintenance), representing cement equivalent capacity and (ii) ourready-mix concrete plant, the number of working hours in a daydivided by the average cycle time per mixer truck, multiplied by theproduct of the number of working days in a month, the number ofavailable trucks in our fleet (taking into account expectedmaintenance and other down time) and the volume transported pertrip

International Offer . . . . . . . . . . . . . . . . . . The offer of the International Offer Shares outside the Philippines to:(i) persons outside the United States in reliance on Regulation S underthe U.S. Securities Act; and (ii) QIBs in the United States in relianceon Rule 144A

International Offer Shares . . . . . . . . . . . . 1,423,086,530 Firm Shares that are being offered by us in theInternational Offer and, if the Stabilization Related Option isexercised, the Stabilization Shares, comprising up to 304,947,124Shares, that will be offered as a part of the International Offer

IQAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . Island Quarry and Aggregates Corporation, an entity that is whollyowned by Albatross Holdings, which is a corporation in whichCEMEX owns a 40% equity interest

IQAC Supply Agreement . . . . . . . . . . . . The Master Agreement for Supply and Mineral Processing betweenSolid Cement and IQAC, effective as of January 1, 2016

Joint Bookrunners . . . . . . . . . . . . . . . . . . Citigroup Global Markets Limited, The Hongkong and ShanghaiBanking Corporation Limited, Singapore Branch and J.P. MorganSecurities plc

kiln capacity . . . . . . . . . . . . . . . . . . . . . . The nameplate annual kiln capacity as of the end of the year(takinginto account scheduled maintenance), representing cement equivalentcapacity

kiln efficiency . . . . . . . . . . . . . . . . . . . . . The actual production of a kiln during a year divided by theproduction capacity of the kiln as of the end of the year

Land and Mining Companies . . . . . . . . . IQAC together with ALQC

Land Rights . . . . . . . . . . . . . . . . . . . . . . . Rights that allow for the use and enjoyment of the surface of a parcelof land, including but not limited to land ownership, leaseholdinterests and royalty agreements. Each of ALQC and IQAC minesland only if it has both Mineral Rights and Land Rights with respectto the land

L.E.K. Consulting . . . . . . . . . . . . . . . . . . L.E.K. Consulting Pte. Ltd.

Listing Date . . . . . . . . . . . . . . . . . . . . . . . The date of listing and when the trading of our Shares on the PSEcommences, expected to be on or about July 18, 2016

Local Small Investors . . . . . . . . . . . . . . . Subscribers or purchasers of the Domestic Offer Shares who arewilling to subscribe or purchase such minimum number of shares asmay be indicated in the Application but not to exceed an aggregatesubscription price of P25,000

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Long-Term Loan . . . . . . . . . . . . . . . . . . . The long-term loan from NSH, as amended, of up toUS$353.0 million at any one time outstanding (plus any balance notpaid under the Short-Term Loan upon the expiration of the Short-Term Loan) incurred by us in connection with the acquisition of ouroperating subsidiaries, in force until March 9, 2023 and bearinginterest at 7.535% per annum

Main Board . . . . . . . . . . . . . . . . . . . . . . . The Main Board of The Philippine Stock Exchange, Inc.

Major Raw Materials Agreements . . . . . The ALQC Supply Agreement together with the IQAC SupplyAgreement

Mineral Rights . . . . . . . . . . . . . . . . . . . . . Rights granted to conduct mining operations and extract all mineralresources on a contract area and obtained through (i) a mineralagreement entered into with the Government with respect to suchmineral resource, including but not limited to a CALABAR MiningPatent or (ii) being designated as an authorized operator of a MPSAregistered with the DENR

MPSA . . . . . . . . . . . . . . . . . . . . . . . . . . . Mineral Production Sharing Agreement

NCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The National Capital Region of the Philippines, which is located inLuzon and includes Metro Manila

Non Exclusive Use, Exploitation andEnjoyment of Assets LicenseAgreement . . . . . . . . . . . . . . . . . . . . . . The Non-Exclusive Use, Exploitation and Enjoyment of Assets

License Agreement between CEMEX Research Group, as Licensor,and CEMEX Asia Research, as Licensee, that will be entered into inconnection with the Offer and will become effective as of January 1,2016 upon completion of the Offer

NSH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Sunward Holding B.V., an indirect subsidiary of CEMEX,S.A.B. de C.V. incorporated in the Netherlands, which loaned us theShort-Term Loan and Long-Term Loan

Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . The offer of the Offer Shares, including the Stabilization Shares,pursuant to the Domestic Offer and the International Offer

Offer Price . . . . . . . . . . . . . . . . . . . . . . . . P10.75, the price per Offer Share at which the Offer Shares are to bepurchased pursuant to the Offer

Offer Shares . . . . . . . . . . . . . . . . . . . . . . . 2,032,980,830 Firm Shares (comprising 1,423,086,530 InternationalOffer Shares and 609,894,300 Domestic Offer Shares), together withthe up to 304,947,124 Stabilization Shares to the extent theStabilization Related Option is exercised

Operational Restructuring . . . . . . . . . . . . The planned amendments to (a) restructure our royalty arrangementswith CEMEX, pursuant to which new royalty agreements areexpected to be entered into between each of APO Cement and SolidCement and our wholly-owned subsidiary, CEMEX Asia Research,and between CEMEX Asia Research and CEMEX; and (b) implementour insurance strategy, pursuant to which we expect to incorporate awholly-owned subsidiary that will reinsure our property, non-damagebusiness interruption and political risks in exchange for reinsurancepremiums to be paid by an affiliate of CEMEX, which reinsures suchrisks for a third party insurer that provides insurance coverage to APOCement and Solid Cement

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Operating EBITDA . . . . . . . . . . . . . . . . . Operating earnings before other expenses, net, plus depreciationexpenses

PCD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Central Depository

PDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Dealing System

PDS Rate . . . . . . . . . . . . . . . . . . . . . . . . . The weighted average rate for the purchase of U.S. dollar with pesoson the PDS during the preceding day, as posted in the ReferenceExchange Bulletin of the BSP

PDTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Depository and Trust Corp., the central securitiesdepositary of, among others, securities listed and traded on the PSE

PFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Financial Reporting Standards

Philippines . . . . . . . . . . . . . . . . . . . . . . . . Republic of the Philippines

Philippine Constitution orConstitution . . . . . . . . . . . . . . . . . . . . . The Constitution of the Republic of the Philippines

Philippine Corporation Code . . . . . . . . . . Batas Pambansa Blg. 68, otherwise known as “The Corporation Codeof the Philippines”

Philippine National . . . . . . . . . . . . . . . . . As defined under Republic Act No. 7042, as amended, otherwiseknown as the Foreign Investments Act of the Philippines, means acitizen of the Philippines, or a domestic partnership or associationwholly owned by citizens of the Philippines, or a corporationorganized under the laws of the Philippines of which at least 60% ofthe capital stock outstanding and entitled to vote is owned and held bycitizens of the Philippines, or a corporation organized abroad andregistered to do business in the Philippines under the PhilippineCorporation Code, of which 100% of the capital stock outstandingand entitled to vote is wholly owned by citizens of the Philippines ora trustee of funds for pension or other employee retirement orseparation benefits, where the trustee is a Philippine National and atleast 60% of the funds will accrue to the benefit of PhilippineNationals

Philippine Peso, peso, pesos or P . . . . . . The lawful currency of the Philippines

Philippine SEC . . . . . . . . . . . . . . . . . . . . The Securities and Exchange Commission of the Philippines

Post-Offering Fees . . . . . . . . . . . . . . . . . . The management and royalty fees to be paid to CEMEX by uspursuant to the CEMEX Agreements in respect of periods followingthe closing of the Offer in exchange for CEMEX’s provision ofcertain administrative, professional and technical services, and theright to use different trademarks, names and intellectual propertyassets owned and developed by CEMEX

Pre-Offering Fees . . . . . . . . . . . . . . . . . . The management and royalty fees that had been paid by oursubsidiaries prior to the Reorganization as consideration for theprovision by CEMEX of a variety of services and the use of differenttrademarks, names and intellectual property assets owned anddeveloped by CEMEX

Principal Shareholder . . . . . . . . . . . . . . . CEMEX Asian South East Corporation, an indirect subsidiary ofCEMEX, S.A.B. de C.V. incorporated in the Philippines on August25, 2015, that is expected to own approximately 55.0% of our Shares

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immediately following the closing of the Offer (assuming noutilization of the Undertaking to Purchase)

Pro Forma Financial Information . . . . . . The pro forma condensed consolidated financial information ofCEMEX Holdings Philippines, Inc. and its subsidiaries as of and forthe year ended December 31, 2015. The Pro Forma FinancialInformation assumes that (i) the acquisition price for our operatingsubsidiaries is P46,812.5 million, (ii) the principal amount of theShort-Term Loan is US$475.0 million, (iii) 1,384,117,647 OfferShares (including 842,506,394 International Offer Shares,361,074,169 Domestic Offer Shares and 180,537,084 StabilizationShares) will be issued and sold in the Offer at an assumed Offer Priceof P17.00 per Share and (iv) aggregate underwriting discounts andcommissions and estimated expenses of the Offer payable by us willbe equal to P1,176.5 million. This information is not comparable toinformation presented elsewhere in this Prospectus (other than anyinformation derived from the Pro Forma Financial Information),which is based on (a) the actual acquisition price for our operatingsubsidiaries of P47,825.1 million, (b) the actual principal amount ofthe Short-Term Loan of up to US$504.0 million, (c) the2,337,927,954 Shares to be issued and sold in the Offer (including1,423,086,530 International Offer Shares, 609,894,300 DomesticOffer Shares and 304,947,124 Stabilization Related Option Shares,assuming the Stabilization Related Option is exercised in full) at anOffer Price of P10.75 per Share, and (d) the aggregate underwritingdiscounts and commissions and estimated expenses of the Offerpayable by us of P1,348.2 million. See “Risk Factors—The ProForma Financial Information included in this Prospectus is based on avariety of assumptions, including an acquisition price for ouroperating subsidiaries that is lower than the actual acquisition price,and may not be indicative of our future results” on page 34 of thisProspectus

PSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippine Standards on Auditing

PSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Philippine Stock Exchange, Inc.

PSE Trading Participants . . . . . . . . . . . . The trading participants of the PSE

QIBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualified institutional buyers within the meaning of Rule 144A

RCOA . . . . . . . . . . . . . . . . . . . . . . . . . . . The Retail Competition and Open Access program

Reorganization . . . . . . . . . . . . . . . . . . . . The series of transactions whereby the Company, on January 1, 2016,acquired, directly and indirectly through intermediate holdingcompanies, a 100% equity interest in each of Solid Cement and APOCement

Regulation S . . . . . . . . . . . . . . . . . . . . . . Regulation S under the U.S. Securities Act

RGM&Co . . . . . . . . . . . . . . . . . . . . . . . . R.G. MANABAT & CO., a member firm of the KPMG network andthe independent auditor of our Company and our subsidiaries

Rizal Cement . . . . . . . . . . . . . . . . . . . . . . Rizal Cement Co., Inc., the predecessor-in-interest to Solid Cement

Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . Rule 144A under the U.S. Securities Act

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Services Agreements . . . . . . . . . . . . . . . . The Solid Services Agreement together with the APO ServicesAgreement

Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Our shares of common stock, par value P1.00 per share

Short-Term Loan . . . . . . . . . . . . . . . . . . . The short-term loan from NSH, a subsidiary of CEMEX, as amended,of up to US$504.0 million at any one time outstanding incurred inconnection with the acquisition of our operating subsidiaries, which isplanned to be repaid using all or a portion of the net proceeds of theOffer. The Pro Forma Financial Information assumes that theprincipal amount of the Short-Term Loan is US$475.0 million and istherefore not comparable to information presented elsewhere in thisProspectus (other than any information derived from the Pro FormaFinancial Information), which is based on the actual principal amountof the Short-Term Loan of up to US$504.0 million. See “RiskFactors—The Pro Forma Financial Information included in thisProspectus is based on a variety of assumptions, including anacquisition price for our operating subsidiaries that is lower than theactual acquisition price, and may not be indicative of our futureresults” on page 34 of this Prospectus

SINOMA . . . . . . . . . . . . . . . . . . . . . . . . . Sinoma Energy Conservation Co., Ltd.

Solid Cement . . . . . . . . . . . . . . . . . . . . . . Solid Cement Corporation

Solid Services Agreement . . . . . . . . . . . . The Services Agreement between Solid Cement and CEMEX AsiaPte. Ltd., dated June 1, 2009, as amended

SRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Republic Act No. 8799, otherwise known as “The SecuritiesRegulation Code of the Philippines,” as amended from time to time,and including the rules and regulations issued thereunder

Stabilization Related Option . . . . . . . . . . An option granted by us to the Joint Bookrunners, acting through theStabilizing Agent, exercisable in whole or in part from and includingthe Price Determination Date up to and including the day prior to theListing Date, to purchase up to an additional 304,947,124 Shares atthe Offer Price, on the same terms and conditions as the Firm Sharesas set forth in this Prospectus

Stabilization Shares . . . . . . . . . . . . . . . . . The Shares relating to the Stabilization Related Option

Stabilizing Agent . . . . . . . . . . . . . . . . . . . BDO Capital & Investment Corporation

Stock Transfer Agent . . . . . . . . . . . . . . . BDO Unibank, Inc.—Trust and Investments Group

tonne . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metric ton

Trademark License Agreement . . . . . . . . The Trademark License Agreement between CEMEX, S.A.B. de C.V.and CEMEX Asia Research that we are entering into in connectionwith the Offer and will become effective as of January 1, 2016 uponthe consummation of the Offer

Transenergy . . . . . . . . . . . . . . . . . . . . . . . Transenergy, Inc., a CEMEX subsidiary that sources coal, petroleumcoke and other products on a CEMEX group-wide basis

Undertaking to Purchase . . . . . . . . . . . . . An undertaking by the Principal Shareholder to purchase from theUnderwriters, acting through the Stabilizing Agent, at the Offer Priceper Share any or all Undertaking to Purchase Shares required to be

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purchased by the Underwriters, from time to time, beginning on orafter the Listing Date and ending on the date 30 days from the ListingDate

Undertaking to Purchase Shares . . . . . . . Up to 304,947,124 Shares that may be purchased in the open marketby the Underwriters, acting through the Stabilizing Agent, in theconduct of stabilization activities, beginning on or after the ListingDate and ending on the date 30 days from the Listing Date, and aresubject to the Undertaking to Purchase

Underwriters . . . . . . . . . . . . . . . . . . . . . . The Joint Bookrunners together with the Domestic Lead Underwriter

United States or U.S. . . . . . . . . . . . . . . . . The United States of America

US$ or U.S. dollar . . . . . . . . . . . . . . . . . . The lawful currency of the United States of America

U.S. Securities Act . . . . . . . . . . . . . . . . . The United States Securities Act of 1933, as amended

VAT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Value-added tax

VECO . . . . . . . . . . . . . . . . . . . . . . . . . . . The Visayan Electric Company

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SUMMARY

This summary highlights information contained elsewhere in this Prospectus. This summary is qualified in itsentirety by more detailed information and the Audited Combined Historical Financial Statements and theAudited Interim Consolidated Financial Statements, in each case together with the notes thereto, appearingelsewhere in this Prospectus. For a discussion of certain matters that should be considered in evaluating aninvestment in the Offer Shares, see “Risk Factors” on page 25 of this Prospectus. Investors are advised to readthis entire Prospectus carefully, including our financial statements and related notes contained herein.

Overview

We are one of the leading cement producers in the Philippines, based on installed annual capacity as ofDecember 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce andmarket cement and cement products, such as ready-mix concrete and clinker, in the Philippines through directsales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries havebeen operating in the Philippines for over 17 years, and have well established brands, such as “APO” “Island”and “Rizal”, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensedto us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct salesapproach have helped us develop a long-term customer base.

We offer a broad product mix and work closely with other CEMEX companies to develop and introduceinnovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accountingfor over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidatedcement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as thenumber of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mixconcrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet thechallenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combinednet sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net salesfor the three months ended March 31, 2016.

We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirectsubsidiary of CEMEX España, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of thelargest cement companies in the world based on annual installed cement production capacity. The shares ofCEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol “CEMEXCPO” and theNew York Stock Exchange under the symbol “CX”.

We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as ofMarch 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annualcapacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions throughour marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines andan installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cementproduction line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We alsohave one ready-mix plant located in Manila and an admixtures facility located in Parañaque. Our distributioninfrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centerslocated across the Philippines. We distribute our products using our fleet, which we manage directly, and third-party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement as wellas 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution of bagcement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marinevessels for the distribution of bulk cement.

For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes ofapproximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately

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97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales forthe year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three monthsended March 31, 2016 were P6,328.2 million.

Key Strengths

We believe that our key strengths include the following:

• Leading cement producer in the Philippines anchored by well-regarded brands;

• Customer-centric direct sales approach supported by extensive distribution infrastructure;

• Track record of innovation with a broad product offering;

• Strategically located plants and infrastructure;

• Cost-effective producer with highly efficient operations;

• Benefit from synergies with CEMEX, a world-class operator; and

• Experienced and dedicated management team.

Strategy

The following are the core elements of our business strategy, which is in part a means of implementingCEMEX’s global priorities, namely, Health and Safety, Customer-Centricity, Increasing Efficiencies, Cost-Reduction and Pricing Initiatives.

• Expand capacity to capture growth opportunities in the attractive markets of the Philippines;

• Continue to enhance profitability by increasing operational efficiency at our plants;

• Further strengthen our distribution network;

• Continue developing and introducing innovative solutions for our customers; and

• Foster sustainable and socially responsible development.

Company Information

We are a corporation established under the laws of the Republic of the Philippines with our registered office andprincipal executive offices located at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue, Makati City,Philippines 1200, Philippines. Our telephone number is +(632) 849 3600. Our website iswww.cemexholdingsphilippines.com. The information on our website is not incorporated by reference into, anddoes not form a part of, this Prospectus.

Investor Relations Office

The investor relations office will be tasked with (a) the creation and implementation of an investor program thatreaches out to all shareholders and informs them of corporate activities and (b) the formulation of a clear policyfor accurately, effectively and sufficiently communicating and relating relevant information to our stakeholdersas well as to the broader investor community.

Paul Vincent Arcenas heads our Investor Relations Office and serves as our Investor Relations Officer (“IRO”).The IRO will also be responsible for ensuring that our shareholders have timely and uniform access to officialannouncements, disclosures and market-sensitive information relating to the Company. As our officiallydesignated spokesperson, the IRO will be responsible for receiving and responding to investor and shareholderqueries. In addition, the IRO will oversee most aspects of our shareholder meetings, press conferences, investorbriefings, management of the investor relations portion of our website and the preparation of our annual reports.

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The IRO will also be responsible for conveying information such as our policy on corporate governance andcorporate social responsibility, as well as other qualitative aspects of our operations and performance. OurInvestor Relations Office will be located at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue, Makati City,Philippines 1200, Philippines. Our IRO may be contacted at paulvincent.arcenas@cemex.com or+(632) 849 3516.

Information Relating to our Shares

Authorized number of Shares . . . . . . . . . . . . . . . . . . . . . 5,195,395,454 common shares, par value P1.00 percommon share

Shares outstanding before the Offer . . . . . . . . . . . . . . . . 2,857,467,500 common shares

Shares outstanding after the Offer . . . . . . . . . . . . . . . . . . A total of 5,195,395,454 common shares (assumingthe Stabilization Related Option is exercised in full)

Market Capitalization at the Offer Price of P10.75 PerOffer Share(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P55,850.5 million

(1) Computed at the Offer Price of P10.75 per Offer Share multiplied by the 5,195,395,454 Shares to be outstanding after the Offer,assuming the Stabilization Related Option is exercised in full.

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SUMMARY OF THE OFFER

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . CEMEX Holdings Philippines, Inc., a corporation organized underthe laws of the Philippines.

The Offer . . . . . . . . . . . . . . . . . . . . . . . . . Primary Offer of 2,032,980,830 Firm Shares with a primary offer ofup to 304,947,124 Stabilization Shares pursuant to the StabilizationRelated Option (as described below).

International Offer . . . . . . . . . . . . . . . . . . 1,423,086,530 of the Firm Shares (or 70% of the Firm Shares) arebeing offered and sold outside the Philippines to persons outside theUnited States in reliance on Regulation S under the U.S. SecuritiesAct and within the United States to QIBs in reliance on Rule 144A aspart of the International Offer. Investors in the International Offer willbe required to pay, in addition to the Offer Price, a brokerage fee of1.0% of the Offer Price. If the Stabilization Related Option isexercised, any Stabilization Shares will be sold as part of theInternational Offer. Under the terms and conditions of theInternational Underwriting Agreement, the Joint Bookrunners haveagreed to underwrite the International Offer on a firm-commitmentbasis and to purchase or procure purchasers for all of the Offer Sharesto be offered in the International Offer, subject to any agreementbetween the Domestic Lead Underwriter and the Joint Bookrunnerson any clawback, clawforward or other such mechanisms. See “Planof Distribution” on page 195 of this Prospectus.

Domestic Offer . . . . . . . . . . . . . . . . . . . . 609,894,300 of the Firm Shares (or 30% of the Firm Shares) are beingallocated as Domestic Offer Shares. 406,596,200 of the DomesticOffer Shares (or 20% of the Firm Shares) are being offered at theOffer Price to the PSE Trading Participants and 203,298,100 of theDomestic Offer Shares (or 10% of the Firm Shares) are (subject toreallocation as described below) being offered to Local SmallInvestors.

BDO Capital & Investment Corporation will act as the DomesticLead Underwriter. Domestic Offer Shares not taken up by the PSETrading Participants and Local Small Investors will be distributed bythe Domestic Lead Underwriter to its clients, or the general public inthe Philippines or as otherwise agreed with the Joint Bookrunners.

Any Domestic Offer Shares that are not taken up by the PSE TradingParticipants, the Local Small Investors, the clients of the DomesticLead Underwriter or the general public will be purchased by theDomestic Lead Underwriter, subject to any agreement between theDomestic Lead Underwriter and the Joint Bookrunners on anyclawback, clawforward or other such mechanisms.

Offer Price . . . . . . . . . . . . . . . . . . . . . . . . P10.75 per Offer Share. The determination of the Offer Price wasbased on a book-building process and discussions between us, theJoint Bookrunners and the Domestic Lead Underwriter. See“Determination of Offer Price” on page 59 of this Prospectus.

Stabilization Related Option . . . . . . . . . . We have granted the Joint Bookrunners, acting through theStabilizing Agent, an option exercisable in whole or in part to

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purchase up to 304,947,124 Stabilization Shares at the Offer Price, onthe same terms and conditions as the Firm Shares as set forth in thisProspectus. The Stabilization Related Option is exercisable in wholeor in part from and including the Offer Price determination date (the“Price Determination Date”) up to and including the day prior to theListing Date. See “Plan of Distribution—Stabilization Related Optionand the Undertaking to Purchase” on page 197 of this Prospectus.

Undertaking to Purchase . . . . . . . . . . . . . In connection with the Offer and the conduct of stabilizationactivities, our Principal Shareholder has undertaken to purchase fromthe Underwriters, acting through the Stabilizing Agent, at the OfferPrice per Share any or all Undertaking to Purchase Shares required tobe purchased by the Underwriters, from time to time, beginning on orafter the Listing Date and ending on the date 30 days from the ListingDate. See “Plan of Distribution—Stabilization Related Option and theUndertaking to Purchase” on page 197 of this Prospectus.

Domestic Offer Period . . . . . . . . . . . . . . The Domestic Offer Period will commence at 9:00 a.m., Manila time,on July 4, 2016 and end at 12:00 noon, Manila time, on July 11, 2016.We and the Domestic Lead Underwriter reserve the right to extend orterminate the Domestic Offer Period with the approval of thePhilippine SEC and the PSE.

Applications must be received by the Domestic Receiving Agent notlater than 12:00 noon, Manila time on July 11, 2016 whether directlywith the Domestic Lead Underwriter. Applications received thereafteror without the required documents will be rejected. Applications shallbe considered irrevocable upon submission to the Domestic LeadUnderwriter, and shall be subject to the terms and conditions of theoffer as stated in this Prospectus and in the Application. The actualpurchase of the Domestic Offer Shares shall become effective onlyupon the actual listing of the Offer Shares on the PSE and upon theobligations of the Domestic Lead Underwriter under the DomesticUnderwriting Agreement becoming unconditional and not beingsuspended, terminated or cancelled on or before the Listing Date inaccordance with the provisions of such agreement.

Eligible Investors . . . . . . . . . . . . . . . . . . . The Domestic Offer Shares may be purchased by any natural personof legal age residing in the Philippines regardless of nationality, orany corporation, association, partnership, trust account, fund or entityresiding in and organized under the laws of the Philippines and/orlicensed to do business in the Philippines, regardless of nationality.

The International Offer Shares are initially being offered and soldwithin the United States to QIBs in reliance on Rule 144A and topersons outside the United States in reliance on Regulation S.Subscription to, and purchase of, the Offer Shares in certainjurisdictions may be restricted by law. Foreign investors interested insubscribing for or purchasing the Offer Shares should informthemselves of the applicable legal requirements under the laws andregulations of the countries of their nationality, residence or domicile,and as to any relevant tax or foreign exchange control laws andregulations affecting them personally. Foreign investors warrant that

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their purchase of the Offer Shares will not violate the laws of theirjurisdiction and that they are permitted by applicable law to acquire,purchase and hold the Offer Shares.

Foreign Ownership Restrictions . . . . . . . The Company and its subsidiaries are not engaged in activities whichare subject to the application of foreign ownership restrictions in thePhilippines. Please see “Philippine Foreign Exchange and ForeignOwnership Controls—Foreign Ownership Controls” on page 188 forfurther information. Please see also “Risk Factors—Risks Relating tothe Offer and the Offer of Shares” on page 50 of this Prospectus.

Transfer Restrictions . . . . . . . . . . . . . . . . The Offer Shares are initially being offered and sold within theUnited States to QIBs in reliance on Rule 144A and to personsoutside the United States in reliance on Regulation S. The OfferShares have not been and will not be registered under theU.S. Securities Act and, subject to certain exceptions, may not beoffered or sold within the United States. See “Plan of Distribution—The International Offer” on page 196 of this Prospectus.

Dividends . . . . . . . . . . . . . . . . . . . . . . . . We have not yet adopted a formal dividend policy, however upon thecompletion of the Offer we intend to declare dividends at such timesas we have unrestricted retained earnings available for distribution,subject to a number of factors including restrictions that may beimposed by current and prospective financial covenants, the amountof our consolidated indebtedness, the projected operating results ofour subsidiaries, our working capital needs, our subsidiaries’ long-term capital expenditures and regulations governing dividends,among others. As a result of our substantial long-term capitalexpenditure needs and our current indebtedness, we do not expect todeclare dividends for the foreseeable future. Please see “Dividendsand Dividend Policy” on page 57 of this Prospectus and “RiskFactors—Risks Relating To the Offer and The Offer Shares—We donot expect to declare dividends for the foreseeable future” on page 52of this Prospectus.

Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . . Under the PSE Consolidated Listing and Disclosure Rules, ourexisting shareholders who own an equivalent of at least 10% of theissued and outstanding Shares as of the Listing Date cannot sell,assign or in any manner dispose of their Shares for a minimum periodof 180 days after the Listing Date. A total of 2,857,467,493 Shares,held by the Principal Shareholder immediately following the Offer(assuming no utilization of the Undertaking to Purchase) will besubject to such lock-up period and in order to faithfully observe suchrequirement, the Principal Shareholder has agreed not to dispose itsshares totaling 2,857,467,493 Shares for a period of 365 days after theListing Date. See “Principal Shareholders—Security Ownership ofRecord and Beneficial Owners” on page 174 of this Prospectus.

In addition, all Shares issued or transferred within 180 days prior tothe commencement of the Offer at an issue or transfer price less thanthe price per Offer Share shall be subject to a lock-up period of atleast 365 days from the date that full payment is made on suchShares. A total of 2,819,867,500 Shares, held by the Principal

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Shareholder immediately following the Offer, and two (2) Shares heldby the independent directors of the Company, will be subject to such365 day lock-up. See “Principal Shareholders—Security Ownershipof Record and Beneficial Owners” on page 174 of this Prospectus.

We, CEMEX and the Principal Shareholder have each agreed with theJoint Bookrunners and the Domestic Lead Underwriter that, subject tocertain exceptions, for a period of 180 days after the Closing Date,neither we nor any person acting on our behalf will, without the priorwritten consent of the Joint Bookrunners and the Domestic LeadUnderwriter, issue, offer, sell, contract to sell, pledge or otherwisedispose of (or publicly announce any such issuance, offer, sale ordisposal of) any Shares or securities convertible or exchangeable intoor exercisable for any Shares or warrants or other rights to purchaseShares or any security or financial product whose value is determineddirectly or indirectly by reference to the price of the Shares, includingequity swaps, forward sales and options. See “Plan ofDistribution—Lock-up” on page 198 of this Prospectus for furtherinformation relating to these lock-ups.

Use of Proceeds . . . . . . . . . . . . . . . . . . . . See “Use of Proceeds” on page 54 of this Prospectus for details ofhow the total net proceeds from the Offer will be applied.Immediately upon completion of the Offer, we intend to use the netproceeds of the Offer (i) to fully repay the BDO Loan; (ii) to repayamounts outstanding under the Short-Term Loan from NSH, asubsidiary of CEMEX, or indebtedness that we may enter into torefinance all or any portion of the Short-Term Loan, which mayinclude indebtedness owed to the Principal Shareholder; and (iii) tothe extent there are any remaining net proceeds after repaying theBDO Loan and the Short-Term Loan, to partially repay the Long-Term Loan from NSH. A portion of the net proceeds is expected to beused to repay the BDO Loan. The expected lender of the BDO Loanis BDO, which also acts as a lender of promissory notes and omnibuscredit lines to the Company. BDO Capital & Investment Corporationis the Stabilizing Agent in connection with the Offer. BDO Unibank,Inc.—Trust and Investments Group is the Company’s Stock TransferAgent. In addition, BDO is the parent company of the Domestic LeadUnderwriter, BDO Capital & Investment Corporation. Other than theforegoing, no other relationship/affiliation exists among BDO, BDOCapital & Investment Corporation, the Company and its subsidiaries.

Minimum Subscription . . . . . . . . . . . . . . Each Application must be for a minimum of 1,000 Offer Shares, andthereafter, in multiples of 100 Offer Shares. Applications formultiples of any other number of Offer Shares may be rejected oradjusted to conform to the required multiple, at our discretion or thatof the Domestic Lead Underwriter.

Reallocation . . . . . . . . . . . . . . . . . . . . . . . The allocation of the Offer Shares between the Domestic Offer andthe International Offer is subject to adjustment. In the event of anunder-application in the International Offer and a corresponding over-application in the Domestic Offer, Offer Shares in the InternationalOffer may be reallocated to the Domestic Offer (with the consent of

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the Joint Bookrunners and the Domestic Lead Underwriter). If there isan under-application in the Domestic Offer (including an under-application in the Trading Participants’ Offer and the Local SmallInvestors’ Offer) and a corresponding over-application in theInternational Offer, Offer Shares in the Domestic Offer may (with theconsent of the Joint Bookrunners and the Domestic LeadUnderwriter) be reallocated to the International Offer. Thereallocation shall not apply in the event of over-application or under-application in both the Domestic Offer and the International Offer.

Procedure for Application . . . . . . . . . . . . Application forms to purchase Domestic Offer Shares may beobtained from the Domestic Receiving Agent, the Domestic LeadUnderwriter. All Applications shall be evidenced by the application topurchase form, in quadruplicate, duly executed in each case by anauthorized signatory of the applicant and accompanied by onecompleted signature card which, for applicants who are corporations,partnerships or trust accounts, should be authenticated by thecorporate secretary (or managing partner in the case of a partnership),and the corresponding payment for the Domestic Offer Sharescovered by the Application and all other required documents. Theduly executed Application and required documents should besubmitted during the Domestic Offer Period to the same office whereit was obtained.

If the applicant is a corporation, partnership or trust account, theApplication must be accompanied by the following documents:

(i) A certified true copy of the applicant’s latest articles ofincorporation and by-laws (or articles of partnership in the caseof a partnership) and other constitutive documents (each asamended to date) duly certified by its corporate secretary (ormanaging partner in the case of a partnership);

(ii) A certified true copy of the applicant’s Philippine SEC certificateof registration duly certified by its corporate secretary (ormanaging partner in the case of a partnership); and

(iii) A duly notarized corporate secretary’s certificate (or certificateof the managing partner in case of partnership) setting forth theresolution of the applicant’s board of directors or equivalentbody authorizing the purchase of the Offer Shares indicated inthe Application, identifying the designated signatories authorizedfor the purpose, including his or her specimen signature, andcertifying to the percentage of the applicant’s capital or capitalstock held by Philippine Nationals.

Foreign corporate and institutional applicants who qualify as EligibleInvestors, in addition to the documents listed above, are required tosubmit in quadruplicate, a representation and warranty stating thattheir purchase of the Offer Shares to which their Application relateswill not violate the laws of their jurisdictions of incorporation ororganization, and that they are allowed, under such laws, to acquire,purchase and hold the Offer Shares.

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Payment Terms . . . . . . . . . . . . . . . . . . . . The Domestic Offer Shares must be paid for in full upon submissionof the Application and other required documents. Payment must bemade by a personal and/or corporate check drawn against an accountwith a BSP authorized bank at any of its branches located withinMetro Manila, Cebu or Davao, or by manager’s and/or cashier’schecks, in each case made to the order of “CEMEX IPO”. Checks thatare subject to clearing periods of over three (3) banking days will notbe accepted. The check must be dated as of the date of submission ofthe Application and crossed for deposit.

Acceptance/Rejection ofApplications . . . . . . . . . . . . . . . . . . . . The actual number of Domestic Offer Shares that an applicant will be

allowed to purchase in the Domestic Offer is subject to theconfirmation of the Domestic Lead Underwriter.

Applications are subject to our final approval. We and the DomesticLead Underwriter reserve the right to accept or reject, in whole or inpart, any Application or scale down the number and amount ofDomestic Offer Shares due to any grounds specified in the DomesticUnderwriting Agreement entered into by us and the Domestic LeadUnderwriter. Applications where checks are dishonored upon firstpresentation and Applications which do not comply with the terms ofthe Domestic Offer will be rejected. Moreover, any payment receivedpursuant to the Application does not constitute our approval oracceptance of the Application.

An Application, when accepted, will constitute an agreement betweenthe applicant and us for the purchase of the Domestic Offer Shares atthe time, in the manner and subject to terms and conditions set forthin the Application and those described in this Prospectus.Notwithstanding the acceptance of any Application by the DomesticLead Underwriter or its duly authorized representatives, acting for oron our behalf, the actual purchase by the applicant of the DomesticOffer Shares will become effective only upon listing of the OfferShares on the PSE and upon the obligations of the Domestic LeadUnderwriter under the Domestic Underwriting Agreement becomingunconditional and not being suspended, terminated or cancelled, on orbefore the Listing Date, in accordance with the provisions of suchagreements. If such conditions have not been fulfilled on or before theperiods provided above, all application payments will be returned tothe applicants without interest and, in the meantime, the saidapplication payments will be held in a separate bank account with theDomestic Receiving Agent.

Refunds . . . . . . . . . . . . . . . . . . . . . . . . . . In the event that the number of Domestic Offer Shares to be receivedby an applicant, as confirmed by the Domestic Lead Underwriter, isless than the number covered by its Application, or if an Applicationis rejected by us, then the Domestic Receiving Agent will refund,without interest, within five (5) banking days from the end of theDomestic Offer Period or on July 18, 2016, all or a portion, of thepayment corresponding to the number of Domestic Offer Shares

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wholly or partially rejected. All refunds will be made through theDomestic Receiving Agent, at the applicant’s risk.

Registration and Lodgment of Shareswith the PDTC . . . . . . . . . . . . . . . . . . . Offer Shares purchased by applicants will be lodged with the PDTC.

The applicant must provide the information required for the PDTClodgment of the Offer Shares. The Offer Shares will be lodged withthe PDTC at least two trading days prior to the Listing Date.

Registration of Foreign Investments . . . . The BSP requires that investments in shares of stock funded by aninward remittance of foreign currency be registered with the BSP ifthe foreign exchange needed to service capital repatriation ordividend remittance will be sourced from the Philippine bankingsystem. The registration with the BSP of all foreign investments inthe Offer Shares are the responsibility of the foreign investor. See“Philippine Foreign Exchange and Foreign Ownership Controls” onpage 188 of this Prospectus.

Restriction on Issuance and Disposal ofShares . . . . . . . . . . . . . . . . . . . . . . . . . See “Lock-Up” above.

Listing and Trading . . . . . . . . . . . . . . . . . Our application for the listing of our Shares was approved by the PSEon June 17, 2016. All of our Shares in issue or to be issued, includingthe Offer Shares, are expected to be listed on the PSE on July 18,2016. Trading is expected to commence on the same date.

Tax Considerations . . . . . . . . . . . . . . . . . See “Philippine Taxation” on page 190 of this Prospectus for furtherinformation on the tax consequences of the issuance, ownership anddisposition of the Offer Shares.

Expected Timetable . . . . . . . . . . . . . . . . . The timetable of the Offer is currently expected to be as follows:(dates provided below are dates in the Philippines)

International Book-build Period

Start . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 20, 2016

End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 29, 2016

Offer Shares Price Determination Date andallocation of the International Offer Shares . . . . June 30, 2016

Domestic Offer Period

Start . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 4, 2016

PSE Trading Participants’ Commitment Period . . . July 4, 2016 toJuly 6, 2016

End:

PSE Trading Participants . . . . . . . . . . . . . . . . . . . . July 11, 2016

Local Small Investors . . . . . . . . . . . . . . . . . . . . . . . July 11, 2016

General Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 11, 2016

Domestic Offer Settlement Date . . . . . . . . . . . . . . . July 14, 2016

International Offer Settlement Date . . . . . . . . . . . . . . July 18, 2016

Listing Date and commencement of trading on thePSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 18, 2016

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The dates included above are subject to market and other conditions andmay be changed with the approval of the Philippine SEC and the PSE.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . Prospective investors should carefully consider the risks connectedwith an investment in the Offer Shares, certain of which are discussedin the section of this Prospectus entitled “Risk Factors.”

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The following tables present summary audited combined historical financial information of our operatingsubsidiaries for fiscal 2013, fiscal 2014 and fiscal 2015, and summary audited interim consolidated financialinformation of our Company and our subsidiaries for the three months ended March 31, 2016 and should be readin conjunction with the Audited Combined Historical Financial Statements and the Audited Interim ConsolidatedFinancial Statements, in each case together with the notes thereto, contained in this Prospectus and the sectionentitled “Management’s Discussion and Analysis of Historical Financial Condition and Results of Operations.”The summary financial information presented below as of and for the years ended December 31, 2013, 2014 and2015 was derived from the Audited Combined Historical Financial Statements and the summary financialinformation as of and for the three months ended March 31, 2016 was derived from the Audited InterimConsolidated Financial Statements, in each case prepared in compliance with PFRS and audited by RGM&Co.The information below is not necessarily indicative of our results of future operations. For additionalinformation regarding financial information presented in this Prospectus, see “Presentation of FinancialInformation” on page v of this Prospectus.

As of and For the Year EndedDecember 31,

As of and forthe ThreeMonths

Ended March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

INCOME STATEMENTS INFORMATIONNet sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,776.6 19,496.6 23,937.5 6,328.2Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,075.5) (10,391.7) (12,022.8) (3,231.5)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,701.1 9,104.9 11,914.7 3,096.7Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,911.3) (8,214.1) (9,861.1) (2,563.7)

Operating income before other expenses, net . . . . . . . . 789.8 890.8 2,053.6 533.0Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . (128.7) (59.2) 787.6 8.1

Operating income after other expenses, net . . . . . . . . . . 661.1 831.6 2,841.2 541.1Financial expenses and other financial expenses, net . . . . . . . (24.4) (58.5) (65.4) (20.5)Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 277.7 (17.2) 68.9 (196.7)

Earnings before income tax . . . . . . . . . . . . . . . . . . . . . . . 914.4 755.9 2,844.7 323.9Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (461.0) (249.3) (661.3) (109.6)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.4 214.3

STATEMENTS OF FINANCIAL POSITIONINFORMATION

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,032.9 7,897.3 10,442.0 15,040.7Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,463.2 19,295.7 18,437.5 43,709.5

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,032.6 6,225.6 4,735.7 53,929.2Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473.4 1,477.2 1,733.2 1,752.1

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,506.0 7,702.8 6,468.9 55,681.3Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,990.1 19,490.2 22,410.6 3,068.9Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

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As of and For the Year EndedDecember 31,

As of and forthe ThreeMonths

Ended March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

STATEMENTS OF CASH FLOWS INFORMATIONNet cash flow provided by operating activities before interest

and income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8Net cash flow provided by operating activities . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8Net cash flows provided by (used in) investing activities . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1Net cash flows provided by financing activities . . . . . . . . . . . . . . 5.0 931.4 378.3 2,862.2Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . 330.0 307.8 539.1 4.9Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

OTHER FINANCIAL INFORMATIONNet working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,686.8 1,284.0 1,211.6 197.9Operating margin before other expenses, net(2) . . . . . . . . . . . . . . 4.7% 4.6% 8.6% 8.4%Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related partiesbalances. Net working capital as of March 31, 2016 excludes approximately P47,825.1 million of payables to related parties relating toour acquisition of subsidiaries as part of the Reorganization.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presentedbecause we believe that it is widely accepted as a financial indicator of our ability to internally fund capital expenditures and service orincur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA inisolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing andfinancing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various OperatingEBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by othercompanies. The following is a reconciliation of Operating EBITDA to operating income before other expenses, net, as reported in ourcombined income statements and to combined net cash flows provided by operating activities before interest and income taxes paid incash, as reported in our combined statements of cash flows.

As of and For the Year EndedDecember 31,

As of and forthe ThreeMonths

Ended March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Reconciliation of Operating EBITDA to net cash flowsprovided by operating activities before interest and incometaxes:

Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0Less:

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

Operating income before other expenses, net . . . . . . . . . . . . . . . 789.8 890.8 2,053.6 533.0Plus (minus):

Changes in working capital excluding income taxes . . . . . . . . . 204.7 (910.9) (241.6) 777.2Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399.6 10.2 406.7 60.6

Net cash flow provided by operating activities before interest andincome taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8

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SUMMARY PRO FORMA FINANCIAL INFORMATION

The following tables presents our summary pro forma condensed consolidated financial information and shouldbe read in conjunction with the Pro Forma Financial Information and the notes thereto, and the AuditedCombined Historical Financial Statements and notes thereto, in each case contained in this Prospectus, and thesection entitled “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations.” The Pro Forma Financial Information as of and for the year ended December 31, 2015 wasderived from the Audited Combined Historical Financial Statements, adjusted to give pro forma effect to theReorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer asdescribed in “Use of Proceeds” as if they had occurred on January 1, 2015. The Pro Forma FinancialInformation was prepared by us, and RGM&Co has provided an assurance report stating the Pro FormaFinancial Information was prepared, in all material respects, in accordance with paragraph 8 of Rule 68 of theSEC’s Implementing Rules and Regulations of the Securities and Regulation Code, as amended. The pro formaadjustments are based upon available information and certain assumptions that we believe are reasonable underthe circumstances. The summary pro forma condensed consolidated financial information does not purport torepresent what our results of operations and those of our subsidiaries would actually have been had theReorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer asdescribed under “Use of Proceeds” in fact occurred on January 1, 2015, nor does it purport to project ourresults of operations and those of our subsidiaries for any future period or date. For additional informationregarding financial information presented in this Prospectus, see “Presentation of Financial Information” onpage v of this Prospectus.

The following summary pro forma condensed consolidated financial information assumes that (i) the acquisitionprice for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-Term Loan isUS$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer atan assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions andestimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is notcomparable to information presented elsewhere in this Prospectus (other than any information derived from thePro Forma Financial Information), which is based on (a) the actual acquisition price for our operatingsubsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 InternationalOffer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) theaggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us ofp1,348.2 million. See “Risk Factors—The Pro Forma Financial Information included in this Prospectus is basedon a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than theactual acquisition price, and may not be indicative of our future results” on page 34 of this Prospectus.

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As of and Forthe Year EndedDecember 31,

2015

(in millions ofPhilippine

Pesos)PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

INFORMATIONNet sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1)

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7

Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9)Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7)

Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIALPOSITION INFORMATIONCurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,645.0Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,745.8

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,931.3Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,466.9

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,398.2

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,992.6Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

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As of and Forthe Year EndedDecember 31,

2015

(in millions ofPhilippine

Pesos)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSINFORMATIONNet cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . 5,567.7Net cash flow provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,732.5Net cash flows provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)Net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,205.9Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539.1Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834.1

OTHER PRO FORMA FINANCIAL INFORMATIONNet working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690.2Operating margin before other expenses, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6%Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,046.0Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related partiesbalances.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presentedbecause we believe that it is a widely accepted as financial indicator of our ability to internally fund capital expenditures and service orincur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA inisolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing andfinancing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various OperatingEBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by othercompanies. The following is a reconciliation of our pro forma Operating EBITDA to operating income before other expenses, net, asreported in our pro forma income statements and to our pro forma net cash flows provided by operating activities before interest andincome taxes paid in cash, as reported in our pro forma statement of cash flows.

As of and Forthe Year EndedDecember 31,

2015

(in millions ofPhilippine

Pesos)

Reconciliation of Pro forma Operating EBITDA to Pro forma net cash flows provided byoperations activities before interest and income taxes:

Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9Less:

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7Plus (minus):

Changes in working capital excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (426.0)

Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . . . 5,567.7

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RISK FACTORS

An investment in our Shares involves a number of risks. The price of securities can and does fluctuate, and anyindividual security may experience upward or downward movements and may even become valueless. There is aninherent risk that losses may be incurred rather than profit being made as a result of buying and sellingsecurities. Past performance is not a guide to future performance and there may be a large difference betweenthe buying price and the selling price of these securities. Investors should consider all the information containedin this Prospectus, including the risk factors described below, before deciding to invest in our Shares. Theoccurrence of any of the events discussed below and any additional risks and uncertainties not presently knownto us or that are currently not considered material could have a material adverse effect on our business, resultsof operations, financial condition and prospects and on our Shares and the investors may lose all or part of theirinvestment. Investors may request publicly available information on our Shares and us from the Philippine SECand PSE.

An investor should seek professional advice if he or she is uncertain of, or has not understood any aspect of thisoffer or the nature of risks involved in purchasing, holding and trading our Shares. Each investor should consultits own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of aninvestment in our Shares.

The means by which we intend to address the risk factors discussed herein are principally presented under thecaptions “Business—Competitive Strengths” beginning on page 118, “Business—Business Strategies” beginningon page 123, “Management’s Discussion and Analysis of Historical Financial Condition and Results ofOperations” beginning on page 69 and “Board of Directors and Senior Management—Corporate Governance”beginning on page 161 of this Prospectus.

The risk factors discussed in this section are important and are only separated into categories for easy reference.

Risks Relating to Our Business

All of our business, operations and assets are located in the Philippines. Accordingly, economic conditions inthe Philippines may adversely affect our business, prospects, financial condition and results of operations.

All of our business and operations are located in the Philippines. Accordingly, our results of operations depend,to a significant extent, on the performance of the Philippine economy. The Philippines has experienced periods ofslow or negative growth, high inflation, significant depreciation of the peso and the imposition of exchangecontrols. Most recently, the Philippines was also affected by the global financial crisis in 2008 and 2009.

Our growth prospects are largely dependent upon the economic growth in the Philippines. The Philippines hasexperienced growth in GDP in recent periods, with annual GDP growth of 6.1% and 5.8% in 2014 and 2015,respectively, according to the Philippine National Statistical Coordination Board. Our future growth will dependin part on whether the Philippine economy can maintain a consistent growth rate as well as our ability tocapitalize on such growth. Even if the Philippine economy grows, we cannot assure you that growth willnecessarily translate into an increase in demand for our products. In addition, there can be no assurance thatcurrent or future Governments will adopt economic policies conducive to sustaining growth in the Philippines.

There also can be no assurance that an economic slowdown in the Philippines will not recur. Factors that mayadversely affect the Philippine economy include:

• decreases in business, industrial, manufacturing or financial activity in the Philippines or globally;

• scarcity of credit or other financing;

• exchange rate fluctuations;

• a prolonged period of inflation or increase in interest rates;

• an increase in unemployment levels or decrease in consumer confidence;

• a decrease in remittances from overseas Filipino workers;

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• changes in the taxation policies and laws;

• a re-emergence of Severe Acute Respiratory Syndrome (commonly known as SARS) or avian influenza(commonly known as the bird flu), Middle East respiratory syndrome coronavirus (commonly known asMERS-CoV) or the emergence of another similar disease in the Philippines or in other countries in SoutheastAsia, such as the Zika virus;

• natural disasters, including typhoons, earthquakes, fires, floods and similar events;

• political instability, terrorism or military conflict in the Philippines, other countries in the region or globally;and

• political or economic developments in or affecting the Philippines.

In addition, the strength of the Philippine economy (and demand for our products in particular) is influenced andaffected by global factors, including the performance of the global and regional economies, including inparticular the United States and China, and the global economy, in general. If these economies were to sufferperiods of prolonged weakness, it could adversely affect our business, prospects, financial condition and resultsof operations.

Any deterioration of the economic or political environment in the Philippines could adversely affect demand forour products. Demand for our cement products, including ready-mix concrete and clinker in addition to cement,is highly related to construction levels and depends, in large part, on residential and commercial constructionactivity as well as private and public infrastructure spending and government-led projects in the Philippines.Declines in the construction industry are correlated with declines in economic and political conditions. As aresult, a deterioration in economic or political conditions in the Philippines could have a material adverse effecton our business, prospects, financial condition and results of operations.

A reduction in public or private construction projects may have a material adverse effect on our business,financial condition and results of operations.

Our business is reliant on levels of public and private construction activity in the Philippines. Significantinterruptions or delays in, or the termination of, public or private construction projects may adversely affect ourbusiness, financial condition and results of operations.

A substantial portion of construction activity in the Philippines relates to infrastructure, and public investment inthe Philippines is driven by the Government’s desire to increase investment in infrastructure. For example, theGovernment has indicated that it seeks to increase investment in its budgeted infrastructure spending from 2.7%of GDP in 2013 to 5.0% by 2016. We cannot assure you that the Government will continue to promote publicinfrastructure spending, in particular, given that a new administration recently took over. For example, the newGovernment may decide to limit the scope of infrastructure projects in the future if, for example, it faces budgetconstraints. A reduction in public infrastructure spending in the Philippines would adversely affect our business,financial condition and results of operations.

Private construction, particularly in housing, is driven by, among other things, the growth of the Philippineeconomy generally, and in particular the growth of business process outsourcing to the Philippines, in addition toremittances from overseas Filipino workers. An economic slowdown in the Philippines or a significant decreasein remittances from overseas Filipino workers may adversely impact our business, financial condition and resultsof operations.

We are dependent on the continuing operation of our two cement plants.

We manufacture cement at our two cement plants. Our Solid Cement plant is located in Rizal in Luzon and ourAPO Cement plant is located in Cebu in the Visayas. These plants are subject to the normal risks of industrialproduction, including equipment breakdowns, labor stoppages, natural disasters, directives from Governmentagencies and power interruptions. In the past, we have experienced a number of power disruptions, including as a

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result of inadequate power generation and transmission infrastructure in the Philippines and natural disasters suchas typhoons, which are common in the Philippines. While our APO Cement plant is capable of generating enoughback-up power to supply all of its electricity needs, our Solid Cement plant is only capable of generating enoughback-up power to supply approximately 60% of its electricity needs.

Any prolonged or significant disruption to our cement plants, whether due to repair, maintenance or servicing,industrial accidents, mechanical equipment failure, human error or otherwise, will disrupt and adversely affectour operations. Additionally, any major or sustained disruptions in the supply of utilities such as water orelectricity or any fire, flood or other natural calamities or communal unrest or acts of terrorism may disrupt ouroperations or damage our cement plants or inventories and could adversely affect our business, prospects,financial condition and results of operations.

We typically shut down our cement plants, terminals or other facilities to undertake maintenance and repair workat scheduled intervals. Although we schedule shut downs such that not all of our facilities are shut down at thesame time, the unexpected shut down of any facility may nevertheless affect our business and results ofoperations from one period to another.

We operate in highly competitive markets and if we do not compete effectively, our results of operations will beharmed.

The markets in which we operate are highly competitive and are served by a variety of established companieswith recognized brand names, as well as new market entrants. Companies in these markets compete based on avariety of factors, often employing aggressive pricing strategies to gain or protect their share of the market. Forexample, in 2010, Eagle Cement entered the Philippine cement market which precipitated a decrease in prices ofcement in the market, which in turn resulted in our lower profitability. More recently in September 2015, CRHplc together with the Aboitiz group, entered the cement market in the Philippines through its acquisition ofLafarge Republic from LafargeHolcim.

Our results of operations depend, in part, on our ability to compete effectively and maintain or increase our shareof the market. In the relatively consolidated cement industry, we primarily compete on the basis of quality,market presence, distribution network, diversity of product offerings, sales strategy, brand image and pricing.Some of our competitors may be more established, benefit from greater brand recognition or have greatermanufacturing and distribution channels and other resources than we do. In addition to domestic competition, thePhilippines has historically had periods during which there were significant imports of cement fromforeign-based producers. If foreign-based producers begin exporting significant volumes of cement to thePhilippines and we are unable to compete effectively with such foreign imports or with domestic competitors, wemay lose some of our share of the market, our net sales could decline or grow at a slower rate and our business,prospects, financial condition and results of operations could be adversely affected. See“Business—Competition,” on page 142 of this Prospectus for a description of the competitive landscape in thePhilippines.

The construction industry is generally cyclical and variations in supply (including by increase of capacities)and demand (including from a decrease in construction activities) may result in overcapacity and acorresponding reduction in the utilization of our cement plants.

We are affected by the cyclical nature of the construction industry, which is characterized by periods of growthand slowdown or decline caused by variations in supply and demand. Such fluctuations may lead to periods ofovercapacity where cement supply exceeds cement demand. Overcapacity could be due to (i) a decrease indemand and a failure by the industry to adjust supply or (ii) the industry adding capacity in excess of thatrequired to satisfy demand. Recently, an affiliate of San Miguel has announced its intent to expand its cementproduction capacity by 10 million tonnes through acquisitions and organic expansion of its existing facilities.There can be no assurance that this expansion, or potential expansions by other cement producers in thePhilippines, will not result in a period of overcapacity. Please see “The Cement Industry—Capacity Expansionsby Cement Producers in the Philippines” on page 110 of this Prospectus for details on expansion efforts ofcement producers in the Philippines.

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Overcapacity may result in declining prices and an increase in cost per unit caused by less efficient use of ourproduction facilities, which could have a material adverse effect on our results of our operations if we were notable to offset the reduction in revenue by, for example, reducing our total cost base.

Higher electricity and fuel costs, or the reduction or interruption in supply thereof, may adversely affect ourbusiness, prospects, financial condition and results of operations.

Our operations consume significant amounts of electricity and fuel. Our cement plants use electricity from theelectricity grid, in addition to electricity produced from in-house generators fired by heavy fuel oil and wasteproduction heat. We primarily use heavy fuel oil for the electricity generators at our plants. The trucks andvessels used in the distribution of our products run on diesel or heavy fuel oil. Electricity and fuel prices areunpredictable and fluctuate based on events we cannot control, such as geopolitical developments, supply anddemand for oil and gas, war and unrest in oil producing regions and weather concerns. Recently, the price ofcrude oil has declined substantially, which has lowered our fuel costs; however we cannot assure you that theprice of oil will not increase. Further, we cannot assure you that our operations will not be materially adverselyaffected in the future if electricity and fuel costs increase or if the supply is limited or interrupted.

We did not hedge our exposure to the spot price of coal in connection with our coal imports in 2015, however wehave hedged a portion of our exposure to the spot price of coal for the second and third quarters of 2016. We donot hedge our exposure to the price of coal that we obtain domestically pursuant to contracts where we pay avariable price that is subject to a floor and a cap.

We obtain our supply of heavy fuel oil and diesel from domestic suppliers at prices that vary with the applicablespot price. During periods when we expect to use in-house generated electricity, we may hedge our exposure tothe spot price of heavy fuel oil depending on market conditions. Our price hedging strategy may not protect usfrom significant increases in the landed price of heavy fuel oil. For fiscal 2013, fiscal 2014 and fiscal 2015,electricity costs represented approximately 28%, 29% and 26%, respectively, of our combined cost of sales, andfuel costs represented approximately 25%, 25% and 22%, respectively, of our combined cost of sales. For thethree months ended March 31, 2016, electricity costs and fuel costs represented approximately 21% and 20%,respectively, of our consolidated cost of sales. Our combined cost of sales excludes fuel costs for the trucks andvessels used in the distribution of our products, which is included in our operating expenses as distribution costs.

Electricity costs in the Philippines are among the highest in Asia. Electricity cost and availability are alsoimpacted by the limited numbers of suppliers, a complex regulatory framework, low grid reliability, thegeography of the Philippines which makes distribution costly, the climate and weather conditions in thePhilippines which regularly impacts power supply and quality, and dependence on fuel imports. In the past, wehave experienced a number of power disruptions, including as a result of inadequate power generation andtransmission infrastructure in the Philippines and natural disasters such as typhoons, which are common in thePhilippines. Moreover, if we expand our operations or if economic growth and the demand for cement productsin the Philippines increases, and we are unable to proportionately increase our access to power, we mayexperience additional power disruptions and consequently may not be able to take advantage of such increaseddemand.

The Government’s Retail Competition and Open Access program, or RCOA, provides large end-users in thePhilippines with the ability to choose their electricity suppliers. Once the user has chosen a provider, the user isrequired to purchase electricity from the provider under the applicable contract with the provider. RCOA hasbeen implemented in Luzon, but has yet to be implemented in the Visayas. If RCOA is implemented in theVisayas in the future, we would then be required to purchase electricity under our supply arrangements in placeat such time even if doing so would cause us to incur a higher cost than if we were to produce our ownelectricity. Any substantial increase in the prices or reduction or interruption in supply of electricity and fuel usedby us could adversely affect our business, prospects, financial condition and results of operations.

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Our operations depend on an adequate supply of raw materials. The limited availability or increased costs ofcertain raw materials may adversely affect our business, prospects, financial condition and results ofoperations.

The production of cement is highly dependent on an adequate supply of certain raw materials. Our primary rawmaterials are limestone, pozzolans, clay and gypsum. We purchase the majority of our limestone, pozzolans andclay requirements pursuant to our Major Raw Materials Agreements and are reliant on these agreements to obtainan adequate supply of limestone, pozzolans and clay at reasonable prices. These agreements each have 20-yearterms expiring in December 2035, followed by automatic renewals of two years. Under these agreements, we areexposed to fluctuations in the spot prices of limestone, pozzolans and clay. We do not enter into hedgingarrangements for any of these materials, and we are therefore exposed to any such fluctuations in the spot prices.

For the materials we source through global sourcing arrangements with CEMEX, including clinker, we may notselect the lowest-cost suppliers, stimulate price tension between competing suppliers or have the ability tomanage the adequate supply of these materials at reasonable prices. We also purchase materials such aslimestone, clay, pozzolans and gypsum from third parties in and outside of the Philippines.

We cannot assure you that the price we pay for our raw materials will be stable or the most competitive in thefuture. The cost of these materials could be adversely affected by price changes, strikes, weather conditions,governmental controls or other factors that are outside of our control. Price changes to our raw materials mayresult in unexpected increases in production costs, and we may be unable to increase the prices of our products tooffset these increased costs and therefore may suffer a reduction to our margins, which could adversely affect ourbusiness, prospects, financial condition and results of operations.

We rely on ALQC and IQAC to supply the majority of our primary raw materials. If ALQC or IQAC areunsuccessful in discovering, developing or supplying the amount of raw materials we require to sustainproduction of products, our business, prospects and results of operations will be adversely affected.

We purchase the majority of our limestone, pozzolans and clay requirements from ALQC and IQAC pursuant toour recently negotiated Major Raw Materials Agreements, which each have 20-year terms expiring in December2035 and automatic renewals of two years thereafter.

In the Philippines, the Philippine Mining Act of 1995, or Philippine Mining Act, requires the possession ofMineral Rights to conduct mining operations and extract all mineral resources on a contract area. Holders ofMineral Rights in the Philippines have the legal right to enter the contract area in order to drill for and developthe minerals underlying the Mineral Rights, subject to a requirement to provide notice to the holder of the LandRights and pay such holder just compensation for any damage caused by the drilling, discovery or developmentof the minerals. CEMEX’s engineers and geologists prepare their own reserves estimates of ALQC’s and IQAC’sMineral Rights, which are compliant with the Philippine Mineral Reporting Code and reviewed regularly byCEMEX’s and our corporate staff, along with the technical executives associated with our business units. Incertain circumstances the services of third-party geologists and/or engineers are engaged to validate theseestimates.

Each of ALQC and IQAC has existing Mineral Rights over contract areas that provide them with the rights tomine and extract raw materials substantially in excess of their currently estimated reserves, however, in order todevelop those raw materials without exposure to a potential claim for just compensation from a Land Rightsholder, each of ALQC and IQAC has obtained Land Rights from third parties by acquisition or the entry intocertain royalty arrangements with the Land Rights holder. There can be no assurance that ALQC or IQAC will beable to increase their reserve estimates by successfully obtaining Land Rights on the contract areas covered bytheir respective Mineral Rights. In addition, the earliest of IQAC’s and ALQC’s Mineral Rights to expire do so inJune 2023 and January 2018, respectively, and there can be no assurance that IQAC or ALQC will be successfulin obtaining new Mineral Rights on favorable terms, or at all. Further, we are not aware of any Mineral Rightshaving been issued by the Government in the past five years.

Moreover, the calculation of the raw material reserves are only estimates and depend on geological interpretationand statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be

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materially inaccurate. There are significant degrees of uncertainty attributable to the calculation of these reserves.Until the raw materials are actually mined and processed, the quantity and grades of the raw materials must beconsidered as estimates only and we cannot assure you that indicated levels will actually be produced. Theestimate of ALQC’s and IQAC’s reserves is partially dependent upon the judgment of the person preparing theestimates. The process relies on the quantity and quality of available data and is based on knowledge, miningexperience, statistical analysis of drilling results and industry practices. Valid estimates at a given time maysignificantly change when new information becomes available.

ALQC’s and IQAC’s reserves estimates may need to be recalculated based on further exploration or developmentactivity or actual production experience, which could materially and adversely affect estimates of the quantity orgrade of raw materials. Any significant variance could materially affect the estimated quantities and presentvalue of ALQC’s or IQAC’s reserves. Furthermore, there can be no assurance that it will be economically viablefor ALQC or IQAC to extract raw materials in the quantities reflected by the reserves estimates or at all. Wecannot assure you, and you should not assume, that ALQC or IQAC will be able to mine, process and supply theamount of raw materials that we will require for the production of our cement products. A material and adversevariance in quantity, grade or actual production of ALQC’s or IQAC’s reserves would have a material adverseeffect on our business, financial condition, results of operations and cash flows. Additionally, if either of ALQCor IQAC were unable to comply with the delivery schedules, quantity requirements or quality specifications setforth in either of the Major Raw Materials Agreements for at least two consecutive months, we may exercise ourright to terminate the relevant agreement, in which case we may be unable to negotiate new raw material supplyagreements on commercially acceptable terms or at all. Even if we are able to find new supply partners, the termsof new supply arrangements may not be as attractive as the terms of the Major Raw Materials Agreements and,for example, would likely involve higher transportation costs given the proximity to us of the raw materialssupplied by ALQC and IQAC. Any interruption to or a shortage in the supply of the raw materials and/or othersupplies used by us could prevent us from operating our facilities at full capacity, and if the shortage is severe,could lead to the suspension of our production all together. Any of the foregoing could adversely affect ourbusiness, prospects, financial condition and results of operations.

We lease all of our principal manufacturing premises from ALQC and IQAC.

All of our principal manufacturing installations are located on land owned by ALQC or IQAC. Under our leaseagreements, ALQC and IQAC have various customary rights as landlord. Each of these lease agreements expiresin December 2040 and is extendable for another 25 years. There can be no assurance that ALQC and IQAC willact in our best interests in connection with our leasing arrangements, nor that CEMEX will permit us to enforceour rights under these agreements. If ALQC and IQAC were to take actions that are adverse to us, such asmodifying the pricing of our leases, our business could be materially adversely affected. Additionally, as ourleases expire, we may be unable to negotiate renewals on commercially acceptable terms or at all. Even if we areable to renew existing leases, the terms of such renewals may not be as attractive as the expiring leases, whichcould materially and adversely affect our business, prospects, financial condition and results of operations. Formore information about our lease agreements with ALQC and IQAC, please see “Business—Properties” onpage 145 of this Prospectus and “Business—Raw Materials and Suppliers—Raw materials sourced from ALQCand IQAC” on page 138 of this Prospectus.

We have significant operating lease obligations and our failure to meet those obligations could adverselyaffect our business, prospects, financial condition and results of operations.

We lease many of our key logistics centers and certain capital equipment from ALQC, IQAC and third parties.Our combined rental expense under these arrangements was P192 million for fiscal 2015 and our consolidatedrental expense under these arrangements was P45 million for the three months ended March 31, 2016. Inaddition, we incurred approximately P1,600 million of combined expenses related to the rental of trucks andvessels for fiscal 2015 and we incurred approximately P455 million of consolidated expenses related to therental of trucks and vessels for the three months ended March 31, 2016. A failure to pay our rental obligations

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would constitute a default allowing the applicable landlord or lessor to pursue any remedy available to it underapplicable law, which would include taking possession of our property and, in the case of real property, evictingus. Further, as our leases expire, we may be unable to negotiate renewals on commercially acceptable terms or atall. If any of these events were to occur, it could materially and adversely affect our business, prospects, financialcondition and results of operations.

Fluctuations in distribution costs, disruptions in transportation and our reliance on our third-party serviceproviders may adversely affect our business, prospects, financial condition and results of operations.

Pursuant to our direct sales model, we distribute our products throughout the Philippines, which involvessignificant expense and logistical difficulties. Our distribution costs include, among other things, fuel costs andcharter expenses for trucks and vessels used in the distribution of our products and lease expenses. Distributioncosts represented 15%, 16% and 16% of our combined net sales for fiscal 2013, fiscal 2014 and fiscal 2015,respectively. Distribution costs represented 16% of our consolidated net sales for the three months endedMarch 31, 2016. Distribution costs are impacted by a number of factors such as fuel costs, weather conditionsand our logistics footprint, including the size and utilization of our fleet of trucks and vessels, the cost ofchartering trucks and vessels and the cost of other distribution infrastructure such as terminals and distributioncenters. In recent years, we have sought to expand our distribution infrastructure in order to bring products closerto the markets in which they are sold. Any future increases in our distribution costs could cause us to raise ourprices for cement, and make it uneconomical for our customers to purchase our products, which could result in asignificant decrease in the volume of cement we sell to our customers. We also engage and rely on third-partyservice providers, the majority of which relate to services we require for our distribution activities. In the eventwhere any of these service providers were to stop providing us with their services, we would need to procureloading, hauling and delivery services elsewhere, which may come at a greater cost to us. Distribution of cementin the Philippines also poses significant logistical difficulties given the geography of the Philippines. We cannotassure you that our operations will not be materially adversely affected in the future if distribution costs increaseor if distribution of our products is interrupted. Any substantial increase in distribution costs or interruption indistribution could adversely affect our business, prospects, financial condition and results of operations.

We will continue to have significant foreign currency-denominated indebtedness following the Offer.

As of December 31, 2015, based on the Pro Forma Financial Information, after giving effect to the Offer and theuse of proceeds therefrom, which will be entirely for the repayment of debt incurred in connection with theacquisition of our operating subsidiaries as a part of the Reorganization (and the other assumptions on which thePro Forma Financial Information is based), we would have had P17,651.9 million of outstanding debt. The ProForma Financial Information assumes that (i) the acquisition price for our operating subsidiaries isP46,812.5 million, (ii) the principal amount of the Short-Term Loan is US$475.0 million, (iii) 1,384,117,647Offer Shares (including 842,506,394 International Offer Shares, 361,074,169 Domestic Offer Shares and180,537,084 Stabilization Shares) will be issued and sold in the Offer at an assumed Offer Price of P17.00 perShare and (iv) aggregate underwriting discounts and commissions and estimated expenses of the Offer payableby us will be equal to P1,176.5 million. This information is not comparable to information presented elsewherein this Prospectus (other than any information derived from the Pro Forma Financial Information), which is basedon (a) the actual acquisition price for our operating subsidiaries of P47,825.1 million, (b) the actual principalamount of the Short-Term Loan of up to US$504.0 million, (c) the 2,337,927,954 Shares to be issued and sold inthe Offer (including 1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and304,947,124 Stabilization Related Option Shares, assuming the Stabilization Related Option is exercised in full)at an Offer Price of P10.75 per Share, and (d) the aggregate underwriting discounts and commissions andestimated expenses of the Offer payable by us of P1,348.2 million.

We may try to refinance all or a portion of our indebtedness owed to CEMEX (including, potentially, with debtowed to BDO or the Principal Shareholder). On May 31, 2016, the Company entered into the BDO Facility withBDO pursuant to which BDO provided to the Company the BDO Loan of up to P12,000.0 million for thepurposes of refinancing a portion of the Short-Term Loan. See “Management’s Discussion and Analysis of

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Historical Financial Condition and Results of Operations—Recent Development” on page 70 of this Prospectus.There is no assurance we would be able to refinance such indebtedness owed to CEMEX on terms favorable to usor at all.

Our indebtedness could have significant consequences to us, including: an impairment in our ability to obtainadditional financing for working capital, capital expenditures, acquisitions or general corporate purposes, we mayhave a higher level of indebtedness than some of our competitors, which may put us at a competitivedisadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry,including increased competition, and we may be more vulnerable to general economic downturns and adversedevelopments in our business. If we incur additional indebtedness, it could make it more difficult for us to satisfyour payment obligations and could increase the severity of these risks. See “Management’s Discussion andAnalysis of Pro Forma Financial Condition and Results of Operations” on page 96 of this Prospectus.

Only foreign loans (i.e. loans owed to non-Philippine residents, regardless of currency) and foreign currencyloans (i.e. loans denominated in currencies other than Philippines Pesos, regardless of creditor) that are registeredwith the BSP may source foreign currency from the Philippine Banking system for the servicing or repayment ofthe loan. Foreign loans or foreign currency loans that are not registered with the BSP will have to source theforeign currency for the servicing or repayment of the loan outside of the Philippine Banking system. If theforeign currency is sourced outside of the Philippine Banking system, there is no guarantee that there would be asufficient amount of available foreign currency in the parallel market at the time the loan falls due.

Our indebtedness to CEMEX, which was incurred in relation to the Reorganization, is not registered with theBSP and as such, we are not permitted to source the U.S. dollars needed to service such U.S. dollar-denominatedindebtedness from the Philippine banking system. Consequently, we are required to source U.S. dollars availablefor sale outside of the Philippine banking system for the purpose of servicing this indebtedness. Our failure tosource sufficient amounts of U.S. dollars at acceptable rates may affect our ability to service or repay ourU.S. dollar-denominated indebtedness.

The Government has, in the past, instituted restrictions on the conversion of pesos into foreign currencies, the useof foreign exchange received by Philippine residents to pay foreign currency-denominated obligations and theability of foreign companies to use foreign exchange revenues or to convert pesos into foreign currencies tosatisfy foreign currency-denominated obligations. There can be no assurance that the Government will notinstitute similar or other restrictive exchange policies in the future. We are not aware of any pending proposalsby the Government relating to such restrictions. Any restrictions imposed in the future could also adversely affectour ability to source foreign currency to comply with our foreign currency-denominated obligations.

We have to service our debt and other financial obligations denominated in foreign currencies such asU.S. dollars with revenues denominated in other currencies. Substantially all of our revenue is denominated inPhilippine Pesos, and we do not generate sufficient revenue in U.S. dollars from our operations to service ourdebt and other financial obligations denominated in U.S. dollars. This could adversely affect our ability to serviceour obligations in the event of a devaluation or depreciation in the value of the Philippine Peso compared to theU.S. dollar. Recently, currency exchange rates in the Asia Pacific region and Southeast Asia in particular haveexperienced volatility, including as a result of volatility in the Chinese Renminbi. For example, based on the PDSRate, the Philippine Peso weakened from P44.617 as of December 29, 2014 to P46.108 as of March 31, 2016.

In addition to the derivative transactions we may enter into with CEMEX or third parties to address the risksassociated with the exposure to currency exchange rates in connection with our use of proceeds from the Offer,we may enter into derivative transactions with CEMEX or third parties to address interest-rate and exchange-raterisks associated with our debt, reduce our financial expenses, access alternative funding sources and cover otherfinancial risks. Given the inherent risks involved, we cannot assure you that these financial derivativeinstruments will achieve their objectives nor that the benefits to us, if any, from such transactions will exceed ourcosts.

Accordingly our significant level of foreign currency-denominated indebtedness could adversely affect ourbusiness, prospects, financial condition and results of operations.

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Our results of operations could be affected by fluctuations in interest rates

We are currently exposed to interest rate risk primarily in connection with our investments in New SunwardHolding B.V, with an interest rate equivalent to the higher of Western Asset Institutional Liquid Reserves Fund(“WAILRF”) rate minus 10 basis points or zero interest. In connection with this investment, a reduction in theWAILRF rate could adversely affect our result of operations. We are also exposed to interest rate risk on ourlong-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest rates equivalent tosix-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively. In connectionwith these investments, an increase in LIBOR could adversely affect our result of operations. While we believethat our exposure to interest rate fluctuations is not significant, there can be no assurance that fluctuations ininterest rates will not adversely impact our business, financial condition and results of operations. Please seeManagement’s Discussion and Analysis of Historical Financial Condition And Results Of Operation—Qualitative And Quantitative Market Disclosure—Interest Rate Risk, Foreign Currency Risk, Credit Risk AndLiquidity Risk” on page 85 of this prospectus.

Any lack of liquidity may have an adverse effect on our operations.

Upon the closing of the Offer, we will depend on debt financing and cash-in-hand from our operations to financeour liquidity needs. For fiscal 2013, fiscal 2014 and fiscal 2015, our combined net cash flows provided byoperating activities before interest and income taxes paid in cash were P2,030.9 million, P698.4 million andP3,091.7 million, respectively. For the three months ended March 31, 2016, our consolidated net cash flowsprovided by operating activities before interest and income taxes paid in cash were P1,675.8 million. We cannotassure you that we will generate sufficient cash from our operations or that the third-party financing terms will beadequate to finance our operations. Furthermore, pursuant to the Framework Agreement we are limited in ourability to issue shares, as discussed in “Risk Factors—Risks Related to our Relationship with CEMEX” and“Management’s Discussion and Analysis of Historical Financial Condition and Results of Operation—CEMEX’sCredit Agreement Limitations Affecting Us.” Any lack of liquidity may have an adverse effect on our operations.

The introduction of cement substitutes into the market and the development of new construction techniquescould have a material adverse effect on our business, financial condition and results of operations.

Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction as a substitutefor cement. In addition, other construction techniques, such as the use of dry wall, could decrease the demand forcement and concrete. In addition, research aimed at developing new construction techniques and modernmaterials may introduce new products in the future. The use of substitutes for cement could cause a significantreduction in the demand and prices for our cement products.

We have a limited operating history as a stand-alone company and our audited combined historical financialinformation is not necessarily representative of the results we would have achieved as a stand-alone companyand, therefore, our historical results may not be indicative of our future performance.

We are a recently incorporated company and, therefore, we have a limited independent track record or operatinghistory as a stand-alone company. Even though after the closing of the Offer, our results of operations willcontinue to be consolidated by CEMEX, and we will maintain certain commercial arrangements with CEMEX,our historical results may not be indicative of our future performance.

Additionally, our audited combined historical financial information included in this Prospectus does not reflectthe financial condition, results of operations or cash flows we would have achieved as a stand-alone companyduring the periods presented or those we will achieve in the future. This is primarily the result of the followingfactors:

• our audited combined historical financial information does not reflect the Offer, including the management andother fees we will be required to pay to CEMEX. Please see “Management’s Discussion and Analysis of ProForma Financial Condition and Results of Operations” on page 96 of this Prospectus;

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• our audited combined historical financial information reflects allocations of corporate expenses from CEMEXassociated with information technology support, treasury, financial reporting, tax administration, humanresources administration, legal, procurement and other services that may be different from the comparableexpenses we would have actually incurred as a stand-alone company;

• our cost of debt and our capitalization will be different from that reflected in our Audited Combined HistoricalFinancial Statements; and

• the Offer may have a material effect on our customer and other business relationships, including supplierrelationships, and may result in the loss of preferred pricing available by virtue of our relationship withCEMEX.

Our financial condition and future results of operations, after giving effect to the Offer, may be materiallydifferent from amounts reflected in our Audited Combined Historical Financial Statements and other financialinformation that appear elsewhere in this Prospectus. As a result of these transactions, it may be difficult forinvestors to compare our future results to historical results or to evaluate our relative performance or trends in ourbusiness.

The Pro Forma Financial Information included in this Prospectus is based on a variety of assumptions,including an acquisition price for our operating subsidiaries that is lower than the actual acquisition price,and may not be indicative of our future results.

The Pro Forma Financial Information included in this Prospectus, comprising our pro forma condensedconsolidated statement of financial position as of December 31, 2015 and the related pro forma condensedconsolidated statements of comprehensive income, of changes in equity and of cash flows, in each case for theyear ended December 31, 2015, is based upon the Audited Combined Historical Financial Statements adjusted togive pro forma effect to our Reorganization, in addition to the Operational Restructuring, the Offer and theapplication of the net proceeds of the Offer as described under “Use of Proceeds” as if they had occurred onJanuary 1, 2015. Neither the underlying pro forma adjustments nor the resulting Pro Forma Financial Informationhas been audited in accordance with PFRS. The aforementioned information was reviewed in accordance withthe Philippine Standard on Assurance Engagements (PSAE) 3420, Assurance Engagements to Report on theCompilation of Pro Forma Financial Information included in this Prospectus, issued by the Philippine Auditingand Assurance Standards Council.

The Pro Forma Financial Information included in this Prospectus has been prepared primarily to illustrate theeffects of the Reorganization, including our acquisition of APO Cement and Solid Cement and its subsidiaries, inaddition to the Operational Restructuring, the Offer and the application of the net proceeds of the Offer asdescribed under “Use of Proceeds.” Such Pro Forma Financial Information is based on certain assumptions (seenote 2 to our pro forma condensed consolidated financial statements included elsewhere in this Prospectus) andwe cannot assure you that these assumptions will prove to be accurate over time or at all.

For example, the Pro Forma Financial Information assumes (i) an acquisition price for our operating subsidiariesof P46,812.5 million and (ii) that the principal amount of the Short-Term Loan that we obtained from NSH inconnection with the acquisition of our operating subsidiaries is US$475.0 million, based on the exchange rate ofP47.06 = US$1.00, being the exchange rate posted by Reuters at 4:00 p.m. New York time on December 29,2015. However, (a) the actual acquisition price for our operating subsidiaries is P47,825.1 million and (b) theactual principal amount of the Short-Term Loan is up to US$504.0 million, based on the higher acquisition pricefor our operating subsidiaries and the exchange rate of P46.76 = US$1.00, being the exchange rate posted byReuters at 4:00 p.m. New York time on April 22, 2016, and the information set forth in this Prospectus, otherthan the Pro Forma Financial Information and information derived therefrom, is based on these actualamounts. The actual acquisition price for our operating subsidiaries is P1,012.7 million higher than theacquisition price assumed for purposes of the Pro Forma Financial Information due to an increased valuationassigned to Edgewater Ventures Corporation, a company in which we acquired a 100% interest as part of the

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Reorganization, upon the conclusion of CEMEX’s internal audit process. We determined not to adjust the ProForma Financial Information to reflect the actual purchase price for our operating subsidiaries due to therelatively small amount of the adjustment in the context of the Reorganization compared with the cost andimpracticality of adjusting the Pro Forma Financial Information. If the Pro Forma Financial Information had beenprepared as of December 31, 2015 on the basis of the actual purchase price for our operating subsidiaries ofP47,825.1 million, the pro forma consolidated amount of goodwill would have been P27,823.3 million (ratherthan P26,810.7 million as presented in the Pro Forma Financial Information), the amount of pro formaconsolidated short-term payables to related parties would have been P1,632.6 million (rather thanP619.9 million as presented in the Pro Forma Financial Information) and there would have been no effect on proforma consolidated stockholders equity.

Furthermore, the Pro Forma Financial Information assumes that 1,384,117,647 Offer Shares (including842,506,394 International Offer Shares, 361,074,169 Domestic Offer Shares and 180,537,084 StabilizationShares) will be issued and sold in the Offer at an assumed Offer Price of P17.00 per Share, and that aggregateunderwriting discounts and commissions and estimated expenses of the Offer payable by us will be equal toP1,176.5 million, and is therefore not comparable to information presented elsewhere in this Prospectus (otherany information derived from the Pro Forma Financial Information), which assumes that 2,337,927,954 Shares(including 1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124Stabilization Shares) will be issued and sold in the Offer at the Offer Price of P10.75 per Share, and aggregateunderwriting discounts and commissions and estimated expenses of the Offer payable by us of P1,348.2 million.

The Pro Forma Financial Information included in this Prospectus is not indicative of our financial position andresults that we would have achieved had we actually completed our Reorganization, the OperationalRestructuring, the Offer and the application of the net proceeds of the Offer as described in “Use of Proceeds” onJanuary 1, 2015.

Our success depends on key members of our management and our ability to retain our skilled employees.

Our success depends largely on the efforts and strategic vision of our executive management team. The loss ofthe services of some or all of our executive management could have a material adverse effect on our business,financial condition and results of operations. As part of the management of its global talent pool, CEMEX has inthe past moved certain executives among its operations in various countries, and we expect CEMEX willcontinue to do so in the future. While we do not currently have any plans to change our management team, therecan be no assurance that CEMEX’s management of its global talent pool will not affect the composition of ourmanagement team in the future.

The execution of our business plan also depends on our ongoing ability to attract and retain skilled employees.For a variety of reasons, particularly with respect to the competitive environment and the availability of skilledlabor, we may not be successful in attracting and retaining the personnel we require. If we are unable to hire,train and retain skilled employees at a reasonable cost, we may be unable to successfully operate our business orcapitalize on growth opportunities and, as a result, our business, prospects, financial condition and results ofoperations could be adversely affected.

Our operations can be affected by adverse weather conditions.

Construction activity, and thus demand for our products, decreases substantially when heavy or sustainedrainfalls occur. Consequently, demand for our products is significantly lower during the rainy season in thePhilippines or during periods of unexpected heavy or sustained rainfalls. The Philippines is commonly affectedby the summer monsoon season, which leads to increased rain precipitation. During the summer monsoonseason, various regions of the Philippines are severely affected by such increased rain precipitation. For example,in November 2013, Typhoon Yolanda (Haiyan) hit the Visayas, causing damage of approximately P89 billion tocrops and infrastructure; in July 2014, Typhoon Glenda (Rammasun) caused damage of approximatelyP38 billion to crops and infrastructure in Luzon and the Visayas; and in October 2015, Typhoon Lando (Koppu)hit Luzon and caused damage of approximately P11 billion to crops and infrastructure. Such adverse weather

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conditions can adversely affect our results of operations and profitability especially if they occur with unusualintensity, during unexpected periods or last longer than usual, especially during peak construction periods.

Activities in our business can be dangerous and can cause injury to people or property in certaincircumstances.

Our production facilities require individuals to work with heavy machinery, chemicals and other materials aswell as in high temperatures near our kilns and at potentially dangerous heights at our kilns, grinding mills andstorage silos. This work environment has the potential to cause harm and injury when due care is not exercised.Our operations, which include activities undertaken by our third-party contractors, also involve significant risks.For example, our transportation contractors’ employees distribute our cement products on roads where trafficaccidents are not uncommon. An accident or injury that occurs in the course of our operations could result indisruptions to our business and have legal and regulatory consequences and we may be required to compensatesuch individuals or incur other costs and liabilities, any and all of which could adversely affect our reputation,business, prospects, financial condition and results of operations. While we carry insurance which we believe tobe in line with industry practice in the Philippine cement industry, there can be no assurance that such policieswill provide adequate coverage in the event of a claim.

Labor activism and unrest, or failure to maintain satisfactory labor relations, could adversely affect ourbusiness, prospects, financial condition and results of operations.

Our Solid Cement plant has a rank and file union as well as a supervisors union, and our APO Cement plant has tworank and file unions. Each of these unions is associated with the Trade Union Congress of the Philippines. As ofMarch 31, 2016, approximately one-third of our employees were registered with these labor unions. These laborunions comprise only non-managerial employees. Under the Philippine Labor Code, a labor union serves as thecertified collective bargaining representative of the relevant bargaining unit (i.e., rank and file; supervisors unit).Each bargaining unit conducts a certification election to determine who its collective bargaining agent will be forthe next five years. Accordingly, we negotiate our collective bargaining agreements with the newly electedcollective bargaining representative every five years for the general and political terms. The economic terms, suchas the salary, allowances and all monetary and non-monetary benefits to which the collective bargaining membersare entitled, can be renegotiated after a period of three years from the execution of the collective bargainingagreement. With respect to our Solid Cement plant, our collective bargaining agreement with the supervisors’ unionwill expire on December 31, 2017 and our collective bargaining agreement with the rank and file union will expireon February 28, 2018. With respect to our APO Cement plant, our collective bargaining agreement with each unionwill expire on December 31, 2016. Customarily we begin negotiating our collective bargaining agreements with theappropriate representative one month prior to the expiration of the agreement in place at that time. There can be noassurance that we will be able to reach an agreement nor that any agreement will be ratified by the union and thatwe will not experience a labor disruption. Although our operations have not been affected by any significant labordispute in the past, we cannot assure you that we will not experience labor unrest, activism, difficulty negotiatingcollective bargaining agreements or disputes or actions in the future, some of which may be significant and couldadversely affect our business, prospects, financial condition and results of operations.

Our results of operations may be materially and adversely affected by a prolonged economic slowdown inChina.

The economy of the People’s in Republic of China has slowed in recent periods. According to the NationalBureau of Statistics of China, China’s GDP growth rate was 6.9% in 2015. Any continuing or worseningslowdown could significantly reduce consumer demand in China, which in turn could reduce the price of goodsto the extent where it becomes profitable for Chinese companies to export their products into the Philippinemarket. If cement companies in China were to export cement products into the Philippines at prices representinga discount to the current prices in the Philippine cement industry, we could lose a portion of our share of themarket, which would have a material adverse effect on our business, financial condition and results of operations.

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We are exposed to credit risk with respect to our customers and counterparties.

Credit risk is the risk of financial loss to which we may be exposed if a customer or counterparty to a financialinstrument does not meet its contractual obligations. Our exposure to credit risk originates primarily from tradeaccounts receivable and, to a lesser extent, financial instruments. Considering our best estimates of potentiallosses based on an analysis of aging and considering management’s recovery efforts, our combined allowance fordoubtful accounts as of December 31, 2013, 2014 and 2015 was P35.4 million, P54.2 million and P70.6 million,respectively, and our consolidated allowance for doubtful accounts was P6.8 million as of March 31, 2016.There can be no assurance that our customers and counterparties will pay amounts owing to us in full in a timelymanner, or at all. Furthermore, there can be no assurance that amounts not ultimately paid to us, if any, will notexceed our allowance for doubtful accounts. Any of the foregoing could have a material adverse effect on ourbusiness, financial condition and results of operations. See “Management’s Discussion and Analysis of HistoricalFinancial Condition and Results of Operations—Qualitative and Quantitative Market Disclosure” on page 85 ofthis Prospectus.

Our operations are subject to environmental laws and regulations.

Our operations are subject to the environmental laws and regulations of the Philippines. The enactment of stricterlaws and regulations, or stricter interpretation of existing laws or regulations, may impose new risks or costs onus or result in the need for additional investments in pollution control equipment, which could result in a materialdecline in our profitability. These regulations relate to, among others, emissions into the atmosphere, disposal ofsolid waste and aqueous effluents, management and disposal of hazardous wastes, noise permits and otherpermits, authorizations and licenses related to the use of renewable natural resources and other activities incidentto our business. Future operations and financial results may vary as a result of such regulations. Compliance withthese regulations and new or existing regulations that may be applicable to us in the future could increase ourcost base and adversely affect our business, prospects, financial condition and results of operations. In addition,failure to comply with these regulations could adversely affect us in a variety of ways, including adverse effectson our reputation and the imposition of penalties and fines. Any remediation obligations can result in significantcosts associated with the investigation and clean-up of contaminated properties, as well as damage claims arisingout of the contamination of properties or any impact on natural resources.

Efforts to address climate change through national, state and regional laws and regulations, as well as throughinternational agreements, to reduce the emissions of greenhouse gases (“GHGs”) can create risks anduncertainties for our business. This is because the cement manufacturing process requires the combustion of largeamounts of fuel and creates CO2 as a by-product. Such risks could include costs to purchase allowances or creditsto meet GHG emission caps, costs required to provide equipment to reduce emissions to comply with GHG limitsor required technological standards, or decreased profits or losses arising from decreased demand for ourproducts or higher production costs resulting directly or indirectly from the imposition of legislative or regulatorycontrols. Given the uncertain nature of the actual or potential statutory and regulatory requirements for GHGemissions at the national, state, regional and international levels, we cannot predict the impact on our operationsor financial condition or make a reasonable estimate of the potential costs to us that may result from suchrequirements. However, the impact of any such requirements, whether individually or cumulatively, could have amaterial economic impact on our operations.

As with all companies in our industry, some of our building and materials processes release certain types of dustcontained in the aggregates products and other related materials we handle. Excessive and prolonged exposure tothese dust emissions has been linked to certain respiratory diseases that could, under various laws, expose us toclaims related to these dust emissions.

Environmental laws and regulations also impose liability and responsibility on present and former owners,operators or users of facilities and sites for hazardous substance contamination at such facilities and third-partydisposal sites without regard to causation or knowledge of contamination. Investigations undertaken inconnection with these activities (or ongoing operational or construction activities) may lead to hazardoussubstance releases or discoveries of historical contamination that must be remediated and closures of facilitiesmay trigger compliance requirements that are not applicable to operating facilities. While compliance with these

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laws and regulations has not materially adversely affected our operations in the past, there can be no assurancethat these requirements will not change and that compliance will not adversely affect our operations in the future.Furthermore, we cannot provide assurance that existing or future circumstances or developments with respect tocontamination will not require us to make significant remediation or restoration expenditures.

New regulatory developments may increase our costs of doing business or restrict our operations.

The principal areas in which we are subject to regulation are product quality standards, environmentalcompliance, our methods of distribution, labor, taxation, antitrust and health and safety. For example, individuallocalities may impose restrictions on the movement of our trucks during hours known to have heavy road traffic.Moreover, the enforcement of certain anti-overloading restrictions may require our fleet of trucks to comply withweight requirements that, in certain instances, could result in our fleet carrying up to approximately 50% lessthan their carrying capacity and thereby increasing our distribution costs. We may also be adversely affected byregulations applicable to ALQC and IQAC, or other third parties that provide us with products and services. Theadoption of new laws or regulations or a stricter interpretation or enforcement thereof in the Philippines mayincrease our operating costs or impose restrictions on our operations. There can be no assurance that newregulatory developments and compliance with existing regulatory requirements will not adversely affect ourbusiness, prospects, financial condition and results of operations. Further changes in current regulations mayresult in an increase in compliance costs, which may have an adverse effect on our future results from operationsor financial condition.

We, ALQC and IQAC, and our suppliers and contractors may fail to obtain or renew or may experiencematerial delays in obtaining requisite approvals, licenses and permits from the Government for the conduct ofour business.

We, ALQC and IQAC, and our suppliers and contractors require various approvals, licenses, permits andcertificates from the Government in the conduct of our respective businesses. We cannot assure you that we orsuch third parties will not encounter significant problems in obtaining new or renewing existing licenses, permitsand certificates required in the conduct of our respective businesses, or that we or any of them will continue tosatisfy the conditions to which such licenses, permits, and certificates are granted. There may also be delays onthe part of regulatory and administrative bodies in reviewing applications and granting approvals. If we or oursuppliers or contractors, or ALQC and IQAC, fail to obtain and/or maintain the necessary permits, licenses andcertificates required for the conduct of our business, we may be required to incur substantial costs or temporarilysuspend the operation of one or more of our manufacturing facilities, which could have a material adverse effecton our business, prospects, financial condition and results of operations.

For example, an entity engaged in mineral processing must obtain a mineral processing permit unless it hasentered into a mineral agreement with the Government with respect to such mineral resource or is an authorizedoperator of a MPSA registered with the Department of Environment and Natural Resources (the “DENR”). Todate, the scope of activities in the cement manufacturing process that are considered “mineral processing” underthe Philippine Mining Act has not been settled by the DENR. APO Cement obtained a mineral processing permitfor its APO Cement plant in May 2004. Solid Cement has applied for a mineral processing permit, which iscurrently pending with the DENR. While we believe we will be successful in obtaining the foregoing permits andapproval from the DENR, there can be no assurance of a successful determination from the DENR. In the eventthat DENR rejects the applications for mineral processing permit of Solid Cement, IQAC shall undertake themineral processing in the cement plants of Solid Cement pursuant to the Major Raw Materials Agreemententered into by IQAC.

Our insurance coverage may not cover all the risks to which we may be exposed and we effectively self-insurea portion of our risks.

We face the risks of loss and damage to our property and machinery due to fire, theft and natural disasters suchas floods and earthquakes. Such events may cause a disruption to or cessation of our operations. While webelieve that we have insurance coverage in line with industry practices, in some instances our insurance coverage

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may not be sufficient to cover all of our potential unforeseen losses and liabilities. In addition, our insurancecoverage is subject to deductibles, exceptions and limitations, and may not cover all the risks to which we maybe exposed.

In accordance with Philippine law, which requires us to maintain insurance policies issued by insurers regulatedin the Philippines, substantially all insurance premiums paid by APO Cement and Solid Cement are paid to athird party insurer in the Philippines. This third party insurer in turn reinsures most risks with an affiliate ofCEMEX (the “CEMEX Reinsurer”). As part of the Operational Restructuring, we incorporated Falcon Re Ltd.(“Falcon”) as a wholly-owned Barbados entity to create its own reserves and reinsure the CEMEX Reinsurer inrespect of our property, non-damage business interruption and political risks insurance. Falcon is expected toretain 10% of the CEMEX Reinsurer’s risk in connection with our property insurance and 100% of the CEMEXReinsurer’s risk in connection with our non-damage business interruption and political risks insurance. As aresult of these arrangements, we will effectively self-insure these risks to the extent of Falcon’s retained liability.There can be no assurance that Falcon will be able to receive its license to operate. Moreover, there can be noassurance that the reserves established by Falcon will exceed any losses in connection with our self-insured risks,consequently we may suffer net losses as a result of our insurance strategy.

In addition, our insurance coverage is subject to periodic renewal. If the availability of insurance coverage isreduced significantly for any reason, we may become exposed to certain risks for which we are not and, in somecases could not be, insured. Moreover, if our losses exceed our insurance coverage, if our losses are not coveredby the insurance policies we have taken up, or if we are required to pay claims to our insurers pursuant to the re-insurance arrangements described above, we may be liable to cover any shortfall or losses. Our insurancepremiums may also increase substantially because of such claim from our insurers. In any of such circumstances,our financial results may be adversely affected.

Changes in tax laws or in the interpretation of these laws in the Philippines may have a material adverseimpact on us and on our shareholders.

The Philippines may implement changes in tax laws which may adversely affect us and our shareholders. Thesechanges include alteration in tax rates, items or amounts that may be tax deductible and, occasionally, thecollection of temporary contributions related to specific governmental purposes. Some of these measures mayresult in an increase in taxes and we may be unable to obtain a timely and full adjustment of our net sales, whichmay result in a material adverse effect on us and on our ability to pay dividends or make other distributions toour shareholders or comply with our future obligations.

In addition, tax collection authorities have varying interpretations of tax regulations that may differ from thoseheld by us, and these interpretations may change in the future. We cannot assure you that such tax authorities willinterpret and construe tax laws and regulations in the same way that we do or that the current interpretation thetax authorities make will not change in the future. Differing interpretations may result in future tax litigation andassociated costs.

We are subject to litigation proceedings that could harm our business if an unfavorable ruling were to occur.

From time to time we may become involved in litigation and other legal proceedings relating to claims arisingfrom our operations in the normal course of business. We are currently involved in various legal proceedings thathave arisen in the ordinary course of our business including (i) product warranty claims, (ii) claims forenvironmental damages and (iii) claims to revoke permits. We may also become involved in litigation to protectthe trademark rights associated with our brands or the CEMEX name.

In September 2015, we suffered an oil spill at our Solid Cement facility involving approximately 2,000 liters ofheavy fuel oil that overflowed from one of our storage tanks, the majority of which was recovered within sevendays of the incident. However, due to heavy rain conditions, a portion was carried towards drainage areas that ledto the Teresa river. As a result of the incident, three separate administrative proceedings were initiated against usbefore the Laguna Lake Development Authority, the Environmental Management Bureau of the Department ofEnvironment and Natural Resources and the City of Antipolo, Rizal. On September 10, 2015, the Laguna Lake

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Development Authority also issued an ex-parte order directing Solid Cement to show cause why no cease anddesist order should be issued against the operation of its plant in Antipolo, Rizal for threats to life, public health,safety and welfare. In its resolution dated May 19, 2016, the Laguna Lake Development Authority resolved todismiss this case on the condition that Solid Cement pays an aggregate P200,000.00 to the Laguna LakeDevelopment Authority. We intend to make this payment by the end of June 2016. The Notice of Violationissued by the Environmental Management Bureau cited our alleged failure to comply with the conditions of ourEnvironmental Compliance Certificate when we allegedly failed to strictly manage all external and chemicalprocesses and immediately undertake response activities. The City of Antipolo likewise issued a Notice ofViolation requiring Solid Cement to explain why no administrative cases should be filed for violations of theClean Water Act of 2004 and other related environmental laws such as the Toxic Substances and Hazardous andNuclear Wastes Control Act of 1990 and the Philippine Environmental Impact Statement System. Solid Cementhas complied with the written directives of the Environmental Management Bureau of the Department ofEnvironment and Natural Resources and the City of Antipolo, Rizal and is currently awaiting the resolution ofthese administrative proceedings. There is no assurance that these administrative proceedings will be dismissedor resolved in our favor. See “Business—Legal Proceedings” on page 147 of this Prospectus.

As of March 31, 2016, we had a reserve in the aggregate amount of P2.5 million in relation to such legal proceedings.While we believe these matters will be resolved without any significant impact on our business, financial position orresults of operations, the actual outcome of these legal proceedings is uncertain and in the case of an adverse finaldecision in any of these legal proceedings, our business, financial position and results of operations may be adverselyaffected. Furthermore, such proceedings can divert the attention of our management from our business and anynegative publicity resulting from such proceedings or other disputes may result in substantial expenses and adverselyaffect our business, reputation, prospects, financial condition and results of operations.

Certain tax matters may have an adverse effect on our cash flows, financial condition and net income.

From time to time we may become involved in certain tax matters, mainly in the Philippines, that could have anadverse effect on our cash flow, financial condition and net income. APO Cement and Solid Cement are eachinvolved in various tax investigations by the Bureau of Internal Revenue of the Philippines (the “BIR”) forinternal revenue taxes for tax years 2011, 2012 and 2013, while Ecocrete, Inc. is the subject of tax investigationsby the BIR for internal revenue taxes for tax years 2013 and 2014. The tax authorities have not yet issuedpreliminary findings or assessments in relation to the foregoing investigations. In addition, the BIR filed a caseagainst APO Cement for documentary stamp taxes amounting to P67.4 million for tax year 1999. The dispute iscurrently pending before the Philippine Supreme Court. Any amounts assessed in the event we face an adversejudgment may differ from the amount that will be paid by us.

We are also involved in various local tax proceedings. We are currently subject to a tax audit process that wasnotified to APO Cement in 2014 by the corresponding local government and tax authorities in the Philippines forcertain deficiency taxes related to income tax and documentary stamp tax that covered various periods. SolidCement is involved in a tax proceeding before the local government of Antipolo City in connection with aclaimed local tax deficiency of P8.8 million in the aggregate tax years 2009 to 2014. Solid Cement has filed itsprotest and the matter is currently pending. Solid Cement is also involved in a tax investigation by the localgovernment of Paranaque City for local taxes for tax year 2013, while Ecocrete, Inc. is involved in a taxinvestigation by the local government of Manila for local taxes for tax years 2013 and 2014. No preliminaryfindings or assessment has been issued by the relevant local government as of the date of this Prospectus.

We have engaged a tax consultant to assist us in managing these matters. There can be no assurance that anyliability that may result from any of these tax matters will not adversely affect our business, reputation, prospects,financial condition and results of operations. Please see note 20 D to the Audited Interim Financial Statementsfor more information.

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The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficientamounts, including due to bankruptcy or insolvency, would impair our ability to pay-off our indebtednessowed to CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtedness owed toCEMEX, make dividend payments or comply with future obligations.

We are a holding company and operate exclusively through our consolidated subsidiaries. Our primary assetswill be the equity capital of our subsidiaries, APO Cement and Solid Cement. The ability of our subsidiaries topay dividends to us in the future will depend on their earnings, covenants contained in future financing or otheragreements and on regulatory restrictions. If we are unable to receive cash from our subsidiaries pursuant todividend payments and/or other obligations, we may not have sufficient funds to pay-off our indebtedness owedto CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtedness owed to CEMEX,make dividend payments, pay any fees to CEMEX resulting from services rendered under the CEMEXAgreements or comply with our future obligations.

Our planned expansion of our Solid Cement plant currently under development may not be completed onschedule, or at all, or within the allocated budget.

In May 2015, we announced that we would undertake a new US$300 million investment to expand the capacityof our Solid Cement plant with a new integrated cement production line that is expected to add approximately1.5 million tonnes of annual cement production capacity by 2019. We are currently in the pre-construction phaseof the project, which involves securing regulatory approvals, detailed engineering, and procurement of equipmentand services. The main equipment (the kiln and the mill) are already available and are expected to arrive at theSolid Cement plant this year. We expect formal construction to commence in January 2017, beginning with civil,mechanical and electrical works. The time taken and the costs we incur to complete this, and any otherdevelopment or expansion project we may undertake, may be directly or indirectly affected by many factors,including shortages of materials, equipment, availability of contractors, technical skills and labor, adverseweather conditions, natural disasters, labor disputes, disputes with independent contractors and sub-contractors,accidents, and other problems and circumstances beyond our control.

Specifically, the time taken and the costs incurred in connection with the development of our projects may beaffected by the following factors, among others, which are generally beyond our control:

• delays or inability to obtain all necessary location, zoning, land use, building, development and other requiredgovernmental and regulatory licenses, permits, approvals and authorizations;

• construction risks, which include delays in construction and cost overruns (whether from variation to originaldesign plans or any other reason), a shortage or increase in the cost of construction and building materials,equipment or labor as a result of inflation or otherwise, inclement weather conditions, unforeseen engineering,environmental or geological problems, defective materials or building methods, default by contractors andother third-party providers of their obligations, or financial difficulties faced by such persons, disputes betweencounterparties to a construction or construction-related contract, work stoppages, strikes, accidents, amongothers; and

• possible shortage of available cash to fund construction and capital improvements, as we may need to makesignificant capital expenditures without receiving revenue and cash flow from these properties until futureperiods, and the related possibility that financing for these capital improvements may not be available onacceptable terms or at all.

We cannot assure you that the expansion of our Solid Cement plant, and any other development or expansionproject we may undertake, will be completed within the anticipated time frame and the allocated budget, or at all.Furthermore, there can be no assurance that future demand for our products will warrant the additional capacity thatwe expect to have available following the expansion of our Solid Cement plant, or any other development orexpansion project we may undertake, in which case it is possible that we may not recoup our expenditures inconnection with such projects in full or at all. Moreover, as our Solid Cement plant undergoes expansion, weanticipate experiencing a shortage in clinker, and plan to purchase additional clinker from third parties or throughglobal sourcing arrangements with CEMEX. A delay in, or the slow development of, our Solid Cement plant

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expansion would require us to rely on imported clinker for longer than is currently anticipated. Any of the foregoingcould have a material adverse effect on our business, financial condition, results of operations and prospects.

We may undertake expansion, including acquiring assets or businesses or entering into strategic jointventures that may not achieve expected benefits.

Our strategic initiatives may include, to the extent permitted under the Framework Agreement, pursuingexpansion, including developing new production facilities, acquiring assets or businesses or entering intostrategic joint ventures. The development of new production facilities requires substantial capital expenditures.There can be no assurance that new projects will be completed on time and at the estimated cost, or at all. Factorsthat could result in the delay or cancellation of planned capacity increases include construction difficulties andthe failure to obtain all requisite permits and other consents. In developed countries it is becoming increasinglydifficult to obtain extensions of existing permits or permits for new installations. Difficulties in obtaining permitscould result in significant delays of future investments and growth or even in the suspension of particularprojects.

Any future acquisitions will depend on our ability to identify suitable opportunities, negotiate acceptable termsand obtain financing. If our strategic joint ventures or future acquisitions are significant, they could change thescale of our business and expose us to new geographic, political, operating and financial risks. In addition, eachacquisition and strategic joint venture involves a number of risks, such as the diversion of our management’sattention from our existing business to integrating the operations and personnel of the acquired assets or business,possible adverse effects on our results of operations during the integration process, our inability to achieve theintended objectives of the expansion and potential unknown liabilities associated with the acquisition.

Risks Related to Our Relationship with CEMEX

CEMEX’s continuing significant interest in us following the Offer may result in conflicts of interest.

Following the closing of the Offer, CEMEX will indirectly own approximately 55.0% of our Shares through thePrincipal Shareholder and other intermediary holding companies (assuming no utilization of the Undertaking toPurchase). As a result, CEMEX will generally be able to determine the outcome of corporate actions requiringshareholder approval, including the election of a majority of our directors.

In addition, under the terms of the Framework Agreement, while we are a subsidiary of CEMEX, we arerestricted, subject to certain exceptions, from taking certain actions, such as issuing shares, incurringindebtedness, making capital expenditures and disposing and acquiring of assets, without the prior consent ofCEMEX and our Principal Shareholder, as more fully described under “Related Party Transactions—FrameworkAgreement.”

We have entered and may enter into transactions with CEMEX and other related parties concerning, among otherthings, intercompany loans and guarantees, management services, license and trademark services, real propertyleases and the supply of our raw materials. See “Related Party Transactions” on page 166 of this Prospectus.

CEMEX’s interests may differ from those of other holders of our Shares, and actions that CEMEX may take withrespect to us may not be as favorable to other shareholders as they are to CEMEX. Upon closing of the Offer, ourBoard will include persons who are also directors and/or officers of CEMEX. As a result, CEMEX may gain thebenefit of corporate opportunities that are presented to these directors, provided that either (i) the corporateopportunities were presented to these directors in their capacity other than as our directors, or (ii) if the corporateopportunities were presented to these directors in their capacity as our directors and our Board decides by amajority vote of the disinterested directors not to pursue such corporate opportunity. Additionally, conflicts ofinterest may arise between us and CEMEX in a number of areas relating to our ongoing relationships including,but not limited to:

• disagreements over corporate opportunities;

• competition between us and CEMEX;

• employee remuneration, retention or recruiting;

• level of debt we can incur and use of cash resources;

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• any potential dividend policy we may adopt; and

• the services and arrangements from which we benefit as a result of our relationship with CEMEX.

We believe that the involvement of CEMEX in our operations has been, and will continue to be, important in thepursuit and implementation of our business strategy. However, CEMEX may not remain the controllingshareholder in the future. Our business, financial condition and results of operations and the trading price of ourShares could be materially and adversely affected if CEMEX ceases to participate actively in our operations.

The Credit Agreement contains several restrictions and covenants. CEMEX’s failure to comply with suchrestrictions and covenants could have a material adverse effect on us.

We and our subsidiaries are indirect subsidiaries of CEMEX, S.A.B. de C.V., a publicly traded stock corporationwith variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. Abreach of or default by CEMEX of any of CEMEX’s debt agreements, including the Credit Agreement, and anyrefinancing, replacement or amendment thereof, could have a material adverse effect on CEMEX, including us.

Under the Credit Agreement, CEMEX is subject to a number of negative covenants that, among other things,restrict or limit CEMEX’s ability to take certain actions (and CEMEX’s ability to permit its subsidiaries,including us, to take certain actions), including the following (in each case subject to certain limited exceptions):(a) create liens; (b) incur additional debt; (c) change the business of any “Obligor” or “Material Subsidiary” (asdefined in the Credit Agreement); (d) enter into mergers; (e) enter into agreements that restrict CEMEX’ssubsidiaries’ ability to pay dividends or repay intercompany debt; (f) acquire assets; (g) enter into or invest injoint venture agreements; (h) dispose of certain assets; (i) grant additional guarantees or indemnities; (j) declareor pay cash dividends or make share redemptions; (k) issue shares; (l) enter into certain derivatives transactions;and (m) exercise any call options in relation to any perpetual bonds CEMEX issues unless the exercise of the calloptions does not have a materially negative impact on CEMEX’s cash flow.

The Credit Agreement also contains a number of affirmative covenants that, among other things, require CEMEXto provide periodic financial information to its lenders and other customary covenants and obligations whichCEMEX is required to cause its subsidiaries, including us, to comply with. Furthermore, the Credit Agreementrequires CEMEX to comply with certain financial covenants. CEMEX’s ability to comply with these financialcovenants may be affected by global economic conditions, high volatility in foreign exchange rates and thefinancial and capital markets and other factors beyond CEMEX’s control. CEMEX may need to seek waivers oramendments in connection with financial covenants compliance in the future. CEMEX and its subsidiaries havesought and obtained waivers and amendments to their debt instruments relating to a number of financialcovenants in the past. However, we cannot assure you that any future waivers, if requested, will be obtained. IfCEMEX or its subsidiaries are unable to comply with the provisions of their debt instruments, and are unable toobtain a waiver or amendment, the indebtedness outstanding under such debt instruments could be accelerated.Acceleration of these debt instruments would have a material adverse effect on CEMEX’s and our financialcondition. We cannot assure you that CEMEX or we will be able to comply with the restrictive covenants andlimitations contained in the Credit Agreement. CEMEX’s or our failure to comply with such covenants andlimitations (or our failure to comply with our obligations under the Framework Agreement related to suchcovenants and limitations applicable to us) could result in an event of default, which could materially andadversely affect our business and financial condition.

The Framework Agreement and other agreements with CEMEX limit our ability to engage in manytransactions without the consent of CEMEX or take any other actions that could reasonably result in CEMEXbeing in breach of or in default under the Credit Agreement, the indentures governing its notes anddebentures, or any other contract or agreement binding on CEMEX.

The Framework Agreement and other agreements with CEMEX provide CEMEX with a greater degree ofcontrol and influence in the operation of our business and the management of our affairs than is typicallyavailable to shareholders of a publicly-traded company. Certain of these controls relate to our status as arestricted subsidiary under CEMEX’s financing arrangements because, although we are not a party to CEMEX’sindentures and other financing agreements, including the Credit Agreement, the indentures and financing

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agreements limit CEMEX’s ability to allow us to take certain actions. Among these restrictions are limitations onCEMEX’s ability to permit us to incur indebtedness, allow certain consensual encumbrances or restrictions onour ability to transfer funds or assets to CEMEX, make capital expenditures and other asset investments, issuepreferred shares, sell assets (including our equity interests and equity interests in our subsidiaries), acquire assets,enter into mergers or consolidations and enter into agreements that limit our ability to pay dividends.

Under the terms of the Framework Agreement, while we are a subsidiary of CEMEX, we will not, without theprior written consent of CEMEX, (i) take any actions that could reasonably result in CEMEX being in breach of,or in default under, any contract or agreement, including the Credit Agreements and any refinancing, replacementor amendment thereof, (ii) issue or sell additional equity subject to certain exceptions, (iii) declare or paydividends subject to certain exceptions, (iv) incur, assume or guarantee indebtedness over certain amounts,(v) extend any loans subject to certain exceptions, (vi) enter into certain acquisitions, mergers, consolidations orjoint ventures, (vii) allow certain consensual encumbrances or restrictions and (viii) dispose of certain assets,among other actions. These restrictions could prevent us from pursuing transactions or relationships, or takingother actions, that would otherwise be in the best interests of our shareholders. These restrictions could also limitshareholder value by preventing a change of control that you might consider favorable. See “Related PartyTransactions” on page 166 of this Prospectus and “Management’s Discussion and Analysis of HistoricalFinancial Condition and Results of Operations—CEMEX’s Indenture Limitations Affecting Us” on page 92 ofthis Prospectus. Moreover, pursuant to the Framework Agreement, CEMEX has no duty to refrain from assertingor enforcing its rights under any agreement or contract with us, even if doing so could have an adverse effect onour business or financial condition.

The concentrated ownership of our Shares and certain corporate governance arrangements will prevent youand other shareholders from influencing significant corporate decisions.

Immediately following the closing of the Offer, CEMEX will indirectly hold approximately 55.0% of ouroutstanding Shares through the Principal Shareholder and other intermediary holding companies (assuming noutilization of the Undertaking to Purchase). Through its ownership of our Shares, CEMEX has substantial controland influence over our management and affairs and over all other matters requiring shareholder approval,including the election of directors and significant corporate transactions CEMEX could exercise such control orinfluence to the detriment of our other shareholders and our company. In addition, CEMEX’s controlling interestmay discourage a change of control that our other shareholders may favor. Any of the foregoing may have anadverse effect on the market price of our Shares. See “Description of Share Capital” on page 176 of thisProspectus.

We require substantial capital expenditures to conduct our operations and we may be unable to obtain neededfinancing on satisfactory terms necessary to execute our operating strategy.

We require substantial capital expenditures to conduct our operations. We plan to use cash flows from operationsand borrowings to fund our capital expenditures for the remainder of 2016 and beyond.

There can be no assurance that such sources will be sufficient to fund our operating, development and investmentactivities. For so long as we and our subsidiaries are indirect subsidiaries of CEMEX, our ability to incuradditional indebtedness, make capital expenditures and other asset investment will be restricted by CEMEX’sfinancial condition and the terms of CEMEX’s agreements, including the Credit Agreement. See “Related PartyTransactions—Framework Agreement” on page 169 of this Prospectus. Because we believe the Philippines iscapable of experiencing significant economic growth, limitations on our ability to obtain necessary funding toexpand our operations may prevent us from competing effectively in these markets.

Due to these factors, we cannot be certain that funding, if needed, will be available to the extent required, or onacceptable terms. If we are unable to access funding when needed on acceptable terms, we may not be able tofully implement our business plans, take advantage of business opportunities, respond to competitive pressures,or refinance our debt obligations, if any, as they come due, any of which could have a material adverse effect onour business, financial condition, cash flows and results of operations.

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Our agreements with CEMEX and its affiliates, including but not limited to the Framework Agreement, theShort-Term Loan and the Long-Term Loan, may be less favorable to us than if they had been negotiated withunaffiliated third parties.

We negotiated our agreements with CEMEX and its affiliates, including but not limited to the FrameworkAgreement, the Short-Term Loan and the Long-Term Loan, as a subsidiary of CEMEX. These agreements couldbe viewed as less favorable to us than if they had been negotiated with unaffiliated third parties. For example,CEMEX may have an economic incentive to cause us not to seek lower Post-Offering Fees. With respect to theShort-Term Loan, which bears interest at the rate of 5.21% per annum, and the Long-Term Loan, which bearsinterest at the rate of 7.535% per annum, these loans were negotiated on an arm’s length basis and we believe therates of interest reflect market rates for loans on comparable terms. However, there can be no assurance that wewould not have been able to obtain more favorable terms from unaffiliated third parties. See “Related PartyTransactions” on page 166 of this Prospectus.

If CEMEX engages in the same type of business we conduct, our ability to operate successfully and expandour business may be hampered.

There is a risk that we may be in direct competition with CEMEX with respect to our activities in theconstruction materials industry because CEMEX may potentially engage in the same activities in which weengage in the Philippines. To address these potential conflicts, we have adopted a corporate opportunity policywhich is reflected in the Framework Agreement. Pursuant to the Framework Agreement, we and CEMEX arepermitted to compete with each other anywhere else in the world; provided, however, that in any country wherecompetition between CEMEX and us is not prohibited under the Framework Agreement, CEMEX has firstpriority right over any investment opportunity and we must refrain from taking advantage of any such investmentopportunity in any such country without the prior consent of CEMEX and the Principal Shareholder. CEMEXhas also agreed not to compete with us in the Philippines while the Framework Agreement is in full force andeffect; however if CEMEX no longer owns more than 50% of our total voting power, or we are no longerconsolidated with CEMEX under IFRS, or for any other reason we cease to be a subsidiary of CEMEX (as suchterm is defined in the Framework Agreement), then such restrictions will no longer apply to CEMEX. Due to thesignificant resources of CEMEX, including financial resources and name recognition, CEMEX could have asignificant competitive advantage over us should it decide to engage in the type of business we currently or in thefuture conduct upon the expiration or termination of the Framework Agreement, which may cause our business tobe materially adversely affected.

We may be unable to make the changes necessary to operate as a stand-alone company on a timely or cost-effective basis, and we may experience increased costs after the Offer or as a result thereof.

Our operating subsidiaries have benefited from our relationship as a consolidated subsidiary of CEMEX. Forexample, CEMEX has provided us, directly or through its own vendor relationships, with accounting services,insurance policy coverage, information technology support, treasury, financial reporting, tax administration,human resources administration, legal, procurement and other services, as well as with its expertise in certainareas of our operations, such as production and product development. We also benefit from our relationship withCEMEX when we buy supplies or other services. For example, CEMEX’s relationship with major suppliers ofmaterials has helped us contain our costs, and we have relied on CEMEX’s supplier networks and tradingnetwork. As long as we are a majority-owned subsidiary of, or otherwise controlled by, CEMEX, we expect tocontinue to have some of these advantages, although these advantages may dissipate over time, and in connectionwith the Offer we have entered into several agreements with CEMEX that will govern our relationship goingforward.

CEMEX will be contractually obligated to provide to us only those services specified in the Services Agreementswhich were entered into by Solid Cement and APO Cement, respectively, in 2004 and have a provision providingfor automatic renewals for subsequent twelve-month periods. We may be unable to replace in a timely manner oron comparable terms the services or other benefits that CEMEX previously provided to us that are not specifiedin the Services Agreements, or the services or benefits that are so specified upon the expiration of the periods forwhich they are to be provided under such agreement. Also, upon the expiration of the Services Agreements,

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many of the services that are covered in such agreement will be provided internally or by unaffiliated thirdparties, and we expect that in some instances, we may incur higher costs to obtain such services than we incurredunder the term of the agreement. In addition, if CEMEX does not continue to effectively perform the servicescalled for under the Services Agreements and other agreements, we may not be able to operate our businesseseffectively and our financial performance may suffer. Under the Credit Agreement, CEMEX is required, so longas it owns (directly or indirectly) any Shares in us, to (a) have the power to (i) cast, or control the casting of, atleast 51% of the maximum number of votes that might be cast at one of our general shareholders’ meetings, and(ii) appoint or remove all, or the majority, of our directors or other equivalent officers and (b) have the right toreceive at least 51% of all dividends and other distributions in respect of equity interests in us. In the event thatCEMEX ceases to have such power or right, CEMEX will be required to dispose of all of its equity interest in us,in order to comply with the terms of the Credit Agreement and, as a result, we could lose some or all of thesebenefits, many of which will not be covered by the Framework Agreement, and we may have to seek newsuppliers and service providers or enter into new arrangements with our existing ones. In doing so, we mayencounter difficulties or be unable to negotiate pricing or other terms as favorable as those we currently enjoy,which could harm our business and operating results. However, because we currently have not begun to negotiatenew or amended contracts with suppliers and service providers, or are not certain if we will after the closing ofthe Offer, we cannot now quantify with greater certainty potential increases in our expenses. Furthermore, as apublic company, in each of 2016 and future years we expect to incur additional expenses that we did notpreviously incur as a wholly owned subsidiary of CEMEX. See “Related Party Transactions” on page 166 of thisProspectus.

We depend on CEMEX to protect its trademarks.

Brand recognition is critical in attracting consumers to our products. CEMEX owns the trademarks of themajority of the products that we produce, distribute and sell. We have license rights to use the “CEMEX” name,and the “APO”, “Island” and “Rizal” brands from CEMEX Research Group, a subsidiary of CEMEX, pursuant tothe Trademark License Agreement. We rely on CEMEX to protect its trademarks in the Philippines and ifCEMEX fails to protect its proprietary rights against infringement or misappropriation or if CEMEX’s brandequity decreases for any reason, this could undermine the competitive position of the products we sell and couldlead to a significant decrease in the volume we sell. Since trademarked products of CEMEX representsubstantially all of our total sales volume, this would materially and adversely affect our results of operations.

We depend on CEMEX’S intangible assets.

CEMEX is the legal owner of certain intangible assets, including but not limited to, know-how, processes,software and best practices over which we have a non-exclusive right to use, exploit and enjoy. We rely on theseintangible assets for continuous improvements, enhancements and variations considering industry evolution andthe particular needs of the Philippine market. We have entered into license agreements with CEMEX that allowus to use these intangible assets. These agreements have five year terms and contain automatic renewalprovisions that extend the terms for an additional five years. If we were to lose access to these intangible assetsor if CEMEX were to cease to be able to license to us the use of these intangible assets, we would no longer beable to leverage on CEMEX to execute and implement our business strategy or would need to incur substantialcosts and expenses to replace the use of CEMEX’s intangible assets with other intangible assets, and this wouldmaterially and adversely affect our results of operations.

The value of our Shares could be indirectly affected by prices for CEMEX’s shares and other securities.

Due to our relationship with CEMEX, our stock price could be indirectly affected by fluctuations in the price ofCEMEX, S.A.B. de C.V. shares and other traded securities. The price of CEMEX’s securities has fluctuatedsignificantly in the past and may fluctuate significantly in response to a variety of factors including, among otherthings: actual or anticipated variations in quarterly results or operations, recommendations by securities analysts,operating and stock price performance of other entities that investors deem comparable to CEMEX, news reportsrelating to trends, concerns and other issues in the financial services industry, perceptions in the marketplaceregarding CEMEX and/or its competitors, significant acquisitions or business combinations, strategicpartnerships, joint ventures or capital commitments by or involving CEMEX or its competitors, changes in

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government regulations, general market fluctuations, industry factors and general economic and politicalconditions and events, such as economic slowdowns or recessions, conditions in emerging markets and investorperception thereof, interest rate changes or credit loss trends, announcements that CEMEX makes about its legaland administrative proceedings and regarding its debt. These factors, and others, could cause CEMEX’s stockprice to decrease regardless of their operating results. Any fluctuations in the price of CEMEX’s securities couldnegatively affect the price of our Shares.

Risks Relating to the Philippines

The Philippine economy and business environment may be disrupted by political or social instability.

The Philippines has from time to time experienced severe political and social instability, including acts ofpolitical violence. For example, in 2001, allegations of corruption against former President Joseph Estradaresulted in protracted televised impeachment proceedings against him. These proceedings were followed bywidespread street demonstrations and a public withdrawal of support for Estrada by the military that eventuallyforced Estrada to resign. On July 27, 2003, over 270 military officers and soldiers conducted an unsuccessfulcoup d’état against Estrada’s successor, President Gloria Macapagal-Arroyo, due to allegations of corruption.After the May 2004 elections, President Arroyo was re-elected and persistent accusations of corruption andelectoral fraud were made against Arroyo during her second term. On February 24, 2006, another attemptedcoup d’état led President Arroyo to issue Proclamation 1017, which was criticized as a virtual declaration ofmartial law and portions of it were later declared unconstitutional by the Supreme Court of the Philippines. OnNovember 29, 2007, Senator Antonio Trillanes IV, a leader of the 2003 coup d’état who was elected to theSenate while in jail, led an armed occupation by military officers and soldiers of a luxury hotel in the Makatifinancial district and publicly called for President Arroyo’s ouster. Senator Trillanes and his troops latersurrendered. On November 23, 2009, in the southern island of Mindanao’s Maguindanao province,approximately 100 armed men allegedly affiliated with the Ampatuan political family murdered 58 persons,including members of the Mangudadatu family (the Ampatuans’ political rivals in the province), lawyers,journalists and aides accompanying them, and motorists whose vehicles were behind the Mangudadatus’vehicles. This was the deadliest incident of political violence and of violence directed at journalists in thePhilippines’ recent history and President Arroyo sent hundreds of troops to and declared martial law overMaguindanao after the incident, although martial law has subsequently been lifted.

On December 12, 2011, the Philippine House of Representatives initiated impeachment proceedings againstRenato Corona, Chief Justice of the Supreme Court of the Philippines. The impeachment complaint accusedCorona of improperly issuing decisions that favored former President Arroyo, as well as failure to disclosecertain properties, in violation of rules applicable to all public employees and officials. The trial of Chief JusticeCorona began in January 2012. On May 29, 2012, the impeachment court found Corona guilty of failing todisclose to the public his statement of assets, liabilities and net worth and removed Corona from his position asChief Justice of the Supreme Court of the Philippines.

There is no guarantee that future events will not cause political instability in the Philippines. Such instability maydisrupt the country and its economy and could materially and adversely affect our business, prospects, financialcondition and results of operations.

The Philippine Presidential elections were held on May 9, 2016, and any political instability or policyuncertainty resulting from such elections may adversely affect our business, results of operations andfinancial condition.

Rodrigo Duterte is expected to be declared President of the Philippines after the presidential elections held onMay 9, 2016. The recent presidential elections may lead to an increase in political or social uncertainty andinstability. Further, there can be no assurance that the new administration will continue to implement theeconomic policies favored by the previous administration, including its commitment to infrastructure projects.around the time of the election, construction activity slowed throughout the Philippines as projects were delayedor postponed pending the outcome of the election and clarity on economic policy. While we believe the outcome

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of the elections has generally been positively received by the business community and business activity hasreturned to pre-election levels, any of the foregoing could have an adverse effect on the Philippine economy orour business, prospects, financial condition and results of operations.

Acts of terrorism in the Philippines could destabilize the country and could have a material adverse effect onour business, prospects, financial condition and results of operations.

The Philippines has been subject to a number of terrorist attacks since 2000. The Philippine army has been inconflict with the Abu Sayyaf organization, which has been identified as being responsible for kidnapping andterrorist activities in the Philippines and has links to Al-Qaeda and ISIS. Moreover, isolated bombings have takenplace in the Philippines, mainly in cities in the southern part of the country, such as the province ofMaguindanao. On January 25, 2011, a bomb was detonated on a bus in the northern city of Makati, MetroManila, killing five persons. Although no one has claimed responsibility for these attacks, it is believed that theattacks are the work of various separatist groups, possibly including the Abu Sayyaf organization. An increase inthe frequency, severity or geographic reach of these terrorist acts could destabilize the Philippines, and adverselyaffect the country’s economy.

The Government and the Armed Forces of the Philippines (“AFP”) have clashed with members of severalseparatist groups seeking greater autonomy, including the Moro Islamic Liberation Front (“MILF”), the MoroNational Liberation Front (“MNLF”) and the New People’s Army (“NPA”). On October 19, 2011, 19 AFP troopswere killed in a firefight with MILF members in the southern Philippines. On December 16, 2011, five AFPsoldiers were killed in a clash with NPA members. In September 2013, MNLF members seized hostages inZamboanga City, leading to a standoff and clashes with AFP troops. More than 50 people have been killed sincethese clashes began. On January 25, 2015, 44 members of the Special Action Force of the Philippine NationalPolice were killed in an operation intended to capture or kill wanted Malaysian terrorist and bomb-maker ZulkifliAbdhir and other Malaysian terrorists and/or high-ranking members of the Bangsamoro Islamic FreedomFighters and the MILF. These continued conflicts between the Government and separatist groups could lead tofurther injuries or deaths by civilians and members of the military, which could destabilize parts of the countryand adversely affect the country’s economy.

The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies thatown land or mineral rights.

We currently do not conduct any mining operations, nor do we own any land or mineral rights, as we lease theland on which the APO Cement plant, Solid Cement plant and our other principal facilities are located and wepurchase substantially all of our raw materials from ALQC and IQAC. While we do not currently own land ormineral rights, we may do so in the future. If we do decide to purchase and own land or mineral rights in thePhilippines, foreign ownership in our company will be limited to a maximum of 40% of our issued andoutstanding capital stock. Under such circumstances, we would not be permitted to allow the issuance or thetransfer of Shares to persons other than Philippine Nationals (as defined under Republic Act No. 7042, asamended) if such issuance or transfer would result in us ceasing to be a Philippine National for purposes ofcomplying with the restrictions on land and mineral rights ownership. These restrictions may adversely affect theliquidity and market price of our Shares to the extent international investors are restricted from purchasing ourShares in normal secondary transactions.

Territorial disputes with China and a number of Southeast Asian countries may disrupt the Philippineeconomy and business environment.

The Philippines, China and several Southeast Asian nations have been engaged in a series of long standingterritorial disputes over certain islands in the West Philippine Sea, also known as the South China Sea. ThePhilippines maintains that its claim over the disputed territories is supported by recognized principles ofinternational law consistent with the United Nations Convention on the Law of the Sea (“UNCLOS”). ThePhilippines made several efforts during the course of 2011 and 2012 to establish a framework for resolving thesedisputes, calling for multilateral talks to delineate territorial rights and establish a framework for resolvingdisputes.

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Despite efforts to reach a compromise, a dispute arose between the Philippines and China over a group of smallislands and reefs known as the Scarborough Shoal. In April and May 2012, the Philippines and China accusedone another of deploying vessels to the shoal in an attempt to take control of the area, and both sides unilaterallyimposed fishing bans at the shoal during the late spring and summer of 2012. These actions threatened to disrupttrade and other ties between the two countries, including a temporary ban by China on Philippine banana imports,as well as a temporary suspension of tours to the Philippines by Chinese travel agencies. Since July 2012,Chinese vessels have reportedly turned away Philippine fishing boats attempting to enter the shoal, and thePhilippines has continued to protest China’s presence there. In January 2013, the Philippines sent notice to theChinese embassy in Manila that it intended to seek international arbitration to resolve the dispute underUNCLOS. Despite the Chinese Government’s decision not to participate in the proceedings, a five-memberarbitral tribunal has been constituted (the “Tribunal”). The Tribunal has ruled that it has jurisdiction to considerthe Philippines’ claims and that such claims are admissible to arbitration. In addition, the Tribunal ruled thatChina’s decision not to participate in these proceedings does not deprive the Tribunal of jurisdiction and that thePhilippines’ decision to commence arbitration unilaterally was not an abuse of the UNCLOS’s dispute settlementprocedure. The Tribunal has not yet decided on the merits of the dispute. The Chinese Government hasmaintained its position of non-participation in the arbitral proceedings throughout this process.

Should these territorial disputes continue or escalate further, the Philippines and its economy may be disruptedand our operations could be adversely affected as a result. In particular, further disputes between the Philippinesand China may lead both countries to impose trade restrictions on the other’s imports. China may also seek tosuspend visits by Chinese citizens to the Philippines, or Chinese citizens may choose not to the visit thePhilippines as a result of these disputes.

In early March 2013, several hundred armed Filipino-Muslim followers of Sultan Jamalul Kiram III, the self-proclaimed Sultan of Sulu from the south of the Philippines, illegally entered Lahad Datu, Sabah, Malaysia in abid to enforce the Sultan of Sulu’s historical claim on the territory. As a result of the illegal entry, these followersengaged in a three-week standoff with the Malaysian armed forces, resulting in casualties on both sides. Sincethen, the Malaysian Government has mounted a military operation to secure Lahad Datu, and Malaysianauthorities continue to search for members of the Sultan of Sulu’s army, which are suspected to be hiding incertain villages. Clashes which began on March 1, 2013 have killed 98 Filipino-Muslims, and 10 Malaysianpolicemen. About 4,000 Filipino-Muslims working in Sabah have returned to the southern Philippines. Recentreports in the press quoted the Malaysian Defense Minister as stating that at least 35 armed men were shot deadby the AFP while trying to enter Sabah, which has not been confirmed by the AFP.

Any such impact from these disputes could materially and adversely affect our business, financial condition andresults of operations.

Shareholders may be subject to limitations on minority shareholders’ rights.

The obligation under Philippine law of majority shareholders and directors with respect to minority shareholdersmay be more limited than those that are available in certain other countries, such as the United States or UnitedKingdom. Consequently, minority shareholders may not be able to protect their interests under current Philippinelaw to the same extent as in certain other countries.

The Philippine Corporation Code provides for minimum minority shareholders protection in certain instanceswherein a vote by the shareholders representing at least two-thirds of our outstanding capital stock is required.The Philippine Corporation Code also grants shareholders an appraisal right allowing a dissenting shareholder torequire the corporation to purchase his shares in certain instances. Derivative actions, while permitted under thePhilippine Corporation Code and governed by the Interim Rules of Procedure Governing Intra-CorporateControversies (A.M. No. 01-2-04-SC), are rarely brought on behalf of Philippine companies. Accordingly, therecan be no assurance that legal rights or remedies of minority shareholders will be the same, or as extensive, asthose available in other jurisdictions or sufficient to protect the interests of minority shareholders.

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The credit ratings of the Philippines may restrict the access to capital of Philippine companies, including us.

Historically the Philippines’ sovereign debt has been rated relatively low by international credit rating agencies.The Philippines’ long-term foreign currency-denominated debt was upgraded by Fitch to the investment-graderating of BBB- in March 2013 (who revised its outlook from stable to positive in September 2015), by Standard& Poor’s to the investment-grade rating of BBB Stable in May 2014 and by Moody’s to the investment-graderating of Baa2 Stable in December 2014. However, no assurance can be given that Fitch, Moody’s, Standard &Poor’s or any other international credit rating agency, will not downgrade the credit ratings of the Government inthe future and, therefore, Philippine companies, including us. Any such downgrade could have an adverse impacton the liquidity in the Philippine financial markets, the ability of the Government and Philippine companies,including us, to raise additional financing and the interest rates and other commercial terms at which suchadditional financing is available.

Risks Relating To The Offer And The Offer Shares

Global stock, currency and financial markets have recently experienced substantial volatility following thereferendum in the United Kingdom on the United Kingdom’s membership in the European Union.

Global stock, currency and financial markets have experienced substantial volatility following the referendum inthe United Kingdom on June 23, 2016, in which a majority of voters voted that the United Kingdom should leavethe European Union. There remains substantial uncertainty as to whether, how, and when the United Kingdom’sdeparture from the European Union will be accomplished and its effect on the global economy. There can be noassurance that such volatility will not continue or that it will not adversely affect the Company’s business, theability of the Company to raise capital in the future or the trading price of the Offer Shares.

The relative volatility and illiquidity of the Philippine securities market may substantially limit investors’ability to sell the Offer Shares at a suitable price or at a time they desire.

The Philippine securities markets are substantially smaller, less liquid, and more volatile relative to majorsecurities markets in the United States and other jurisdictions, and are not as highly regulated as some of theseother markets are. There has been no public market for our Shares prior to the Offer. The Offer Price could differsignificantly from the price at which our Shares will trade subsequent to completion of the Offer. There can be noassurance that any active trading market for our Shares will develop or sustain after the Offer, or that the OfferPrice will correspond to the price at which our Shares will trade in the Philippine public market subsequent to theOffer. There can be no assurance that investors may sell Offer Shares at prices or at times deemed appropriate.

Factors that could affect the price of our Shares include, among others, the following:

• fluctuations in our results of operations and cash flows or those of CEMEX or other companies in our industry;

• additions or departures of our key personnel or CEMEX’s announcements related to changes in CEMEX’sdirectors or senior management;

• changes in financial estimates or recommendations by research analysts, if any, who cover our Shares orCEMEX’s shares;

• changes in our capital structure, such as future issuances of securities, sales of large blocks of our Shares byour shareholders, including CEMEX, or our incurrence of additional debt;

• CEMEX announcements relating to the Credit Agreement, CEMEX’s bond indentures or other CEMEX debt;

• changes in general conditions in the Philippines and the international economy, financial markets or the cementor construction materials industry, including changes in regulatory requirements, and changes in politicalconditions in the Philippines;

• changes in relationships with our controlling shareholder and regulators;

• CEMEX’s announcements, our announcements or our competitors’ announcements regarding significantcontracts, acquisitions, dispositions, financings, joint marketing relationships, joint ventures or capitalcommitments;

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• CEMEX and/or our announcements related to the Framework Agreement, the Non-Exclusive Use, Exploitationand Enjoyment of Assets License Agreement, the Services Agreements and the Trademark License Agreementbetween us and CEMEX and any other agreement between us and our affiliates;

• asset impairments or other charges;

• significant claims or proceedings against us or CEMEX and disputes involving us or CEMEX;

• any potential dividend policy we may adopt; and

• future sales of our equity or equity-linked securities.

In recent years, stock markets, including the PSE, have experienced extreme price and volume fluctuations. Thisvolatility has had a significant effect on the market price of securities issued by many companies for reasonsunrelated to the operating performance of these companies. These broad market fluctuations may also adverselyaffect the market prices of our Shares.

There may be a delay or failure in trading of our Shares.

There will be a gap of approximately 15 days between the date on which the Offer Price is determined and thedate on which the listing and trading of our Shares is expected to commence on the PSE. During this period, adelay in or termination of the listing and the trading of our Shares on the PSE may result from the occurrence ofany one or more events, including the Joint Bookrunners and/or the Domestic Lead Underwriter exercising theirrespective termination rights under the relevant underwriting agreement. In the event the listing and thecommencement of trading on the PSE does not occur, the Offer may be terminated and investors may not beallocated our Shares for which they initially subscribed.

Future sales of our Shares in the public market could adversely affect the prevailing market price of ourShares and shareholders may experience dilution in their holdings.

In order to finance the expansion of our business and operations, the Board will consider the funding optionsavailable to them at the time, which may include the issuance of new Shares. If additional funds are raisedthrough the issuance of new equity or equity-linked securities by us other than on a pro rata basis to existingshareholders, the percentage ownership of the shareholders may be reduced, shareholders may experiencesubsequent dilution and/or such securities may have rights, preferences and privileges senior to those of the OfferShares. Further, the market price of our Shares could decline as a result of future sales of substantial amounts ofour Shares in the public market or the issuance of new Shares, or the perception that such sales, transfers orissuances may occur. This could also materially and adversely affect the prevailing market price of our Shares orour ability to raise capital in the future at a time and at a price we deem appropriate.

The transfer of Offer Shares is restricted in certain jurisdictions which may adversely affect their liquidity andthe price at which they may be sold.

The Offer Shares have not been registered under, and we are not obligated to register the Offer Shares under theU.S. Securities Act or the securities laws of any jurisdiction and, unless so registered, may not be offered or soldexcept pursuant to an exemption from, or a transaction not subject to, the registration requirements of theU.S. Securities Act and any other applicable laws. See “Plan of Distribution” on page 195 of this Prospectus and“Summary of the Offer—Transfer Restrictions” on page 14 of this Prospectus. We have not agreed to orotherwise undertaken to register the Offer Shares, and we have no intention of doing so.

The sale or possible sale of a substantial number of the Offer Shares in private or public sales following theOffer could adversely affect the price of the Offer Shares and our ability to raise capital.

Upon closing of the Offer, CEMEX will indirectly own approximately 55.0% of our outstanding Shares throughthe Principal Shareholder and other intermediary holding companies, assuming no utilization of the Undertakingto Purchase. We are unable to predict with certainty whether or when CEMEX, after the expiration of the lock-up

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periods described in this Prospectus, or our other shareholders, upon closing of the Offer, will sell a substantialnumber of our Shares. Sales by CEMEX or our other shareholders of a substantial number of Shares after theOffer, or a perception that such sales could occur, could significantly reduce the market price of our Shares. Tothe extent further new Shares are issued, there may be dilution to present holders of our Shares. Any of thesefactors may also affect our ability to undertake equity fund-raising in the future.

We do not expect to declare dividends for the foreseeable future.

Initially, we estimate that a significant part of our free cash flow will be used to make payments on ourindebtedness owed to CEMEX or to lenders of any indebtedness that we may incur to refinance our indebtednessowed to CEMEX. In addition, we announced in May 2015 that we would undertake a new US$300 millioninvestment to expand the capacity of our Solid Cement plant with a new integrated cement production line that isexpected to add approximately 1.5 million tonnes of annual cement production capacity by 2019. This investmentis also expected to utilize a significant part of our free cash flow. Therefore, you should not expect to receive anydividend payments on our Shares for the foreseeable future. See “Management’s Discussion and Analysis ofHistorical Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” onpage 83 of this Prospectus.

We manage our business through our operating subsidiaries. Therefore, the availability of funds for us to paydividends to our shareholders may depend on dividends or other payments received from our subsidiaries. If ouroperating entities incur debt or losses, such indebtedness or loss may impair their ability to pay dividends ormake other distributions to us. In addition, our ability to pay dividends will be substantially affected by theability of our subsidiaries to provide cash to us. The ability of our subsidiaries to declare and pay dividends to uswill be dependent on their cash income and cash available and may be restricted under applicable law orregulation. For example, if there are insufficient accumulated earnings at such subsidiaries, they may not be ableto make cash distributions to us, which would adversely affect our ability to pay dividends. In addition, under theterms of the Framework Agreement, while we are a subsidiary of CEMEX, we will not, without the prior writtenconsent of CEMEX and our Principal Shareholder, declare or pay any dividends except to the extent permittedunder CEMEX’s debt agreements or instruments. See “Related Party Transactions—Framework Agreement” onpage 169 of this Prospectus and “Dividends and Dividend Policy” on page 57 of this Prospectus.

Our ability to declare future dividends in relation to our Shares will also depend on our future financialperformance, which in turn depends on the successful implementation of our strategy and on financial,competitive, contractual, regulatory, technical and other factors, general economic conditions, demand andselling prices for our products and other factors specific to our industry or specific projects, many of which arebeyond our control.

Risks Related To The Presentation Of Information In This Prospectus

Certain information contained herein is derived from unofficial publications.

Certain information in this Prospectus relating to the Philippines, the industries in which we compete and themarkets in which we develop our projects, including statistics relating to market size, is derived from variousGovernment and private publications. This Prospectus also contains industry information based on publiclyavailable third-party sources. Industry publications generally state that the information they contain has beenobtained from sources believed to be reliable but that the accuracy and completeness of that information is notguaranteed. Similarly, industry forecasts and market research, including those contained or extracted herein, havenot been independently verified by us and may not be accurate, complete, up-to-date or consistent with otherinformation compiled within or outside the Philippines. Prospective investors are cautioned accordingly.

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Neither the section of this Prospectus entitled “The Cement Industry” nor any of the information contained inthe Cement Industry Report was independently verified by us or the Joint Bookrunners or the Domestic LeadUnderwriter, and L.E.K. Consulting may not be independent.

Unless otherwise indicated, all industry data included in the section of this Prospectus entitled “The CementIndustry” and elsewhere in this Prospectus is derived from the Cement Industry Report, which has not beenindependently verified by us or the Joint Bookrunners or the Domestic Lead Underwriter, or any of our or theirrespective affiliates or advisors. The information contained therein may not be consistent with other informationfound elsewhere regarding the Philippine cement industry. The Cement Industry Report does not constitute ouropinions, opinions of the Joint Bookrunners or the Domestic Lead Underwriter, or any of our or their respectiveaffiliates. Much of the information set out therein is based on L.E.K. Consulting’s estimates, judgments, opinions andbeliefs and should be regarded as indicative only and treated with the appropriate caution. While L.E.K. Consulting isnot affiliated with us, L.E.K. Consulting was commissioned by us to prepare the Cement Industry Report, and L.E.K.Consulting was compensated for this work. Accordingly, L.E.K. Consulting may not be independent.

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USE OF PROCEEDS

The following discussion of our use of the proceeds of the Offer is based on the actual gross proceeds from theOffer of approximately p25,132.7 million based on an Offer of 2,337,927,954 Offer Shares (including1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 StabilizationShares, assuming the Stabilization Related Option is exercised in full) at the Offer Price of p10.75 per OfferShare, and aggregate underwriting discounts and commissions and estimated expenses of the Offer payable by usof p1,348.2 million and is therefore not comparable to the Pro Forma Financial Information (and discussions inthis Prospectus that are based on the Pro Forma Financial Information, including the discussion under theheading “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations.”), which assume that 1,384,117,647 Offer Shares (including 842,506,394 International OfferShares, 361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in theOffer at an assumed Offer Price of p17.00 per Share and that aggregate underwriting discounts andcommissions and estimated expenses of the Offer payable by us will be equal to p1,176.5 million.

Furthermore, the actual principal amount of the Short-Term Loan discussed below is up to US$504.0 million,such that the following discussion is not comparable to the Pro Forma Financial Information (and discussions inthis Prospectus that are based on the Pro Forma Financial Information, including the discussions under theheading “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations.”), which assumes that the principal amount of the Short-Term Loan is US$475.0 million. See “RiskFactors—The Pro Forma Financial Information included in this Prospectus is based on a variety of assumptions,including an acquisition price for our operating subsidiaries that is lower than the actual acquisition price, andmay not be indicative of our future results” on page 34 of this Prospectus.

We expect to raise gross proceeds from the Offer of P25,132.7 million based on an Offer of 2,337,927,954 OfferShares (assuming the Stabilization Related Option is exercised in full) at the Offer Price of P10.75 per OfferShare. After deducting estimated applicable taxes, underwriting fees, commissions and expenses related to theOffer of approximately P1,348.2 million (approximately US$29.2 million), our net proceeds from the Offer areexpected to be approximately P23,784.5 million (approximately US$515.8 million), assuming the StabilizationRelated Option is exercised in full.

We intend to pay the costs and expenses of the Offer. We estimate that our total expenses for the Offer will beapproximately P1,348.2 million (assuming the Stabilization Related Option is exercised in full) consisting of:

(Q in millions)

Underwriting and selling fees for the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754.0Taxes to be paid by us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263.0Philippine SEC registration, filing and legal research fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3PSE listing and processing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.7Estimated professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234.1Estimated other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,348.2

Assuming the Stabilization Related Option is not exercised, we expect to raise gross proceeds from the Offer ofapproximately P21,854.5 million based on an Offer of 2,032,980,830 Firm Shares at the Offer Price ofP10.75 per Offer Share. After deducting estimated applicable taxes, underwriting fees, commissions andexpenses related to the Offer of approximately P1,213.7 million (approximately US$26.3 million), our netproceeds from the Offer are expected to be approximately P20,640.8 million (approximately US$447.7 million)(assuming the Stabilization Related Option is not exercised).

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We intend to pay the costs and expenses of the Offer. We estimate that our total expenses for the Offer will beapproximately P1,213.7 million (assuming the Stabilization Related Option is not exercised) consisting of:

(Q in millions)

Underwriting and selling fees for the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655.6Taxes to be paid by us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228.7Philippine SEC registration, filing and legal research fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3PSE listing and processing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.9Estimated professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234.1Estimated other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,213.7

Immediately upon completion of the Offer, we intend to use the net proceeds of the Offer (i) to fully repay theBDO Loan; (ii) to repay amounts outstanding under the Short-Term Loan from NSH, a subsidiary of CEMEX, orindebtedness that we may enter into to refinance all or any portion of the Short-Term Loan, which may includeindebtedness owed to the Principal Shareholder; and (iii) to the extent there are any remaining net proceeds afterrepaying the BDO Loan and the Short-Term Loan, to partially repay the Long-Term Loan from NSH. As ofJune 29, 2016 there was P6,120.4 million outstanding under the BDO loan, US$374.0 million outstanding underthe Short-Term Loan and US$353.0 million outstanding under the Long-Term Loan. For a discussion of therelationship between the Company, BDO and the Domestic Lead Underwriter see pages i-ii, “Management’sDiscussion and Analysis of Historical Financial Condition and Results of Operations—Business—RecentDevelopment,” “Summary of the Offer—Use of Proceeds” and “Plan of Distribution” of this Prospectus.

We obtained the Short-Term Loan and the Long-Term Loan from NSH in connection with theReorganization. The Short-Term Loan bears interest at the rate of 5.21% per annum. We are required to repay theShort-Term Loan by July 9, 2016 or, if the Short-Term Loan is renewed, by September 9, 2016 in the case of thefirst renewal, or by December 9, 2016 in the case of a second renewal. The Long-Term Loan bears interest at therate of 7.535% per annum. Of the total payable of US$353.0 million as of December 31, 2015, US$35.3 millionis due in 2020, US$105.9 million is due in 2021, US$105.9 million is due in 2022 and US$105.9 million is due in2023. While the Short-Term Loan and the Long-Term Loan were negotiated on an arm’s length basis and webelieve the rates of interest on these loans reflect market rates for loans on comparable terms, there can be noassurance that we would not have been able to obtain more favorable terms from unaffiliated third parties. See“Risk Factors—Risks Related to Our Relationship with CEMEX—Our agreements with CEMEX and itsaffiliates, including but not limited to the Framework Agreement, the Short-Term Loan and the Long-Term Loan,may be less favorable to us than if they had been negotiated with unaffiliated third parties” on page 45 of thisProspectus and “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations—Summary of Material Contractual Obligations and Commercial Commitments” on page 100 of thisProspectus and “Related Party Transactions” on page 166 of this Prospectus.

If the remaining net proceeds of the Offer, after repaying the BDO Loan in full, are less than the outstandingShort-Term Loan balance to NSH (or any debt incurred to refinance the Short-Term Loan), then we intend torefinance the remainder of the Short-Term Loan after applying the proceeds of the Offer as described above suchdebt to a longer tenor with NSH or make reasonable efforts to refinance with another lender.

No material amount of the net proceeds from the Offer will be used to finance the acquisition of other businesses.

No material amount of the net proceeds from the Offer will be used to acquire assets outside the ordinary courseof our business.

No amount of the net proceeds from the Offer will be loaned to our subsidiary companies.

Except as otherwise disclosed herein, no amount of the net proceeds from the Offer will be used to reimburse anyofficer, director, employee or shareholder or any underwriter for services rendered, assets previously transferred,money loaned or advanced, or otherwise. See “Plan of Distribution” on page 195 of this Prospectus.

55

In the event that there is any material deviation or adjustment in the planned use of proceeds, we shall inform ourshareholders, the Philippine SEC and the PSE 30 days prior to its implementation. In the event of any materialdeviation, adjustment or reallocation in the planned use of proceeds from the Offer, we will secure the approvalof our Board for such deviation, adjustment or reallocation and promptly make the appropriate disclosure to thePhilippine SEC and the PSE, provided that the actual disbursement or implementation of such reallocation mustbe disclosed by us at least 30 days prior to such actual disbursement or implementation. We will regularlydisclose to the PSE, through the PSE Electronic Disclosure Generation Technology (“PSE Edge”), anydisbursements from the proceeds generated from the Offer. In addition, we will likewise submit via the PSE Edgeand the following required disclosures to ensure transparency in the use of proceeds from the offer:

(i) any disbursement made in connection with the planned use of proceeds of the Offer;

(ii) a quarterly progress report on the application of the proceeds from the Offer within 15 days following theend of the quarter following the Offer, certified by our Chief Financial Officer or Treasurer and externalauditor;

(iii) an annual summary of the application of proceeds on or before January 31 of the year following the Offer,certified by our Chief Financial Officer or Treasurer and external auditor; and

(iv) an approval by our Board of any reallocation on the planned use of proceeds.

The quarterly and annual reports required in items (ii) and (iii) above must include a detailed explanation of anymaterial variances between the actual disbursements and the planned use of proceeds in this Prospectus. Thedetailed explanation must also state our Board has given its approval as required in item (iv) above. We willsubmit an external auditor’s certification of the accuracy of the information reported by us to the PSE in ourquarterly and annual reports.

56

DIVIDENDS AND DIVIDEND POLICY

The Board is authorized to declare dividends only from our unrestricted retained earnings, and the Board may notdeclare dividends which will impair our capital. Dividends may be payable in either cash, shares or property, or acombination thereof, as the Board determines.

We have not yet adopted a formal dividend policy, however we intend to declare dividends whenever there areunrestricted retained earnings available subject to a number of factors including restrictions that may be imposedby current and prospective financial covenants, overall level of indebtedness, projected levels of operating resultsof our subsidiaries, working capital needs and long-term capital expenditures of our subsidiaries; and regulatoryrequirements on dividend payments, among others. As a result of our substantial long-term capital expenditureneeds and level of indebtedness, we do not expect to declare dividends for the foreseeable future. Please see“Risk Factors—Risks Relating To the Offer and The Offer Shares—We do not expect to declare dividends forthe foreseeable future” on page 52 of this Prospectus.

As a holding company, our ability to declare and pay dividends to our shareholders will depend on whether wehave received sufficient dividends from our subsidiaries that can be distributed to our shareholders by way ofdividend. As such, our Board, may, at any time, evaluate whether we have sufficient cash available fordistribution of cash dividends. It should be noted that, subject to certain exceptions, such as (a) when justified bydefinite corporate expansion projects or programs approved by the board of directors; or (b) when the corporationis prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, fromdeclaring dividends without its consent, and such consent has not yet been obtained, the Philippine CorporationCode prohibits Philippine stock corporations from retaining surplus profits in excess of 100% of its paid-incapital. See “Description of Share Capital” on page 176 of this Prospectus.

In addition, under the terms of the Framework Agreement, for so long as our Company is a subsidiary ofCEMEX, we may not, without the prior written consent of CEMEX, declare or pay any dividends except to theextent permitted under CEMEX’s debt agreements or instruments. See “Related Party Transactions—FrameworkAgreement” on page 169 of this Prospectus for more details.

Under Philippine law, cash dividends are subject to approval by a majority of the board of directors and nofurther approval from the company’s shareholders is required. Pursuant to existing Philippine SEC rules, cashdividends declared by a company must have a record date that is neither less than 10 days nor more than 30 daysafter the date the cash dividends are declared. In case no record date is specified, it is deemed to be fixed at15 days after the company’s declaration. The declaration of stock dividends is subject to the approval ofshareholders representing at least two-thirds of the company’s outstanding capital stock. The record date withrespect to stock dividends is to be neither less than 10 days nor more than 30 days after the date of shareholders’approval, provided, however, that the set record date is not to be less than 10 trading days after receipt by thePSE of the notice of declaration of stock dividend.

Dividends payable may not be remitted using foreign exchange sourced from the Philippine banking systemunless the investment was first registered with the BSP. See “Philippine Foreign Exchange and ForeignOwnership Controls” on page 188 of this Prospectus.

Pursuant to the “Amended Rules Governing Pre-emptive and other Subscription Rights and Declaration of Stockand Cash Dividends” of the Philippine SEC, all cash dividends and stock dividends declared by a company shallbe remitted to PDTC for immediate distribution to participants not later than 18 trading days after the record date(the “Payment Date”); provided that in the case of stock dividends, the credit of the stock dividend shall be onthe Payment Date which in no case shall be later than the stock dividends’ listing date. If the stock dividend shallcome from an increase in capital stock, all stock shall be credited to PDTC for immediate distribution to itsparticipants not later than 20 trading days from the record date set by the Philippine SEC, which in no case shallbe later than the stock dividends’ listing date.

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EXCHANGE RATES

Fluctuations in the exchange rates between the peso and the U.S. dollar and other foreign currencies will affectthe equivalent in U.S. dollars or other foreign currencies of the peso price of our Shares on the PSE, of dividendsdistributed in pesos by us, if any, and of the peso proceeds received by investors on a sale of our Shares on thePSE, if any. Fluctuations in such exchange rates will also affect the peso value of our assets and liabilities whichare denominated in currencies other than pesos.

The PDS, a computer network supervised by the BSP, through which the members of the Bankers Association ofthe Philippines effect spot and forward currency exchange transactions, was introduced in 1992. The PDS wasadopted by the BSP as a means to monitor foreign exchange rates. The PDS Rate is the weighted average rate forthe purchase of U.S. dollars with Pesos, which is quoted on the PDS and published in the BSP’s ReferenceExchange Rate Bulletin and major Philippine financial press on the following business day. On June 29, 2016,the PDS Rate was P47.052 = US$1.00.

The following table sets forth certain information concerning the PDS Rate between the peso and the U.S. dollarfor the periods and dates indicated, expressed in pesos per US$1.00:

Peso/U.S. dollar exchange rate

YearPeriod

end Average(1) High(2) Low(3)

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.928 43.312 44.585 41.9552012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.192 42.249 44.246 40.8622013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.414 42.416 44.660 40.5692014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.617 44.393 45.406 43.2802015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.166 45.488 47.435 44.0532016

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.823 47.511 47.987 46.950February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.560 47.636 47.882 47.431March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.108 46.724 47.568 46.108April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.773 46.285 46.844 45.983May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.775 46.802 47.247 46.385June (through June 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.052 46.441 47.073 45.917

Source: Reference Exchange Rate Bulletin, Treasury Department of the BSP.

(1) Simple average of daily exchange rates for the period.

(2) Highest exchange rate for the period.

(3) Lowest exchange rate for the period.

58

DETERMINATION OF OFFER PRICE

The Offer Price has been set at P10.75 per Share. The Offer Price was determined through a book-buildingprocess and discussions between us, the Joint Bookrunners and the Domestic Lead Underwriter. Since our Shareshave not been listed on any stock exchange, there has been no market price for our Shares derived fromday-to-day trading.

The factors considered in determining the Offer Price are, among others, our ability to generate earnings and cashflow, our short and long-term prospects and the market price of comparable local and regional listed companies.The Offer Price may not have any correlation to the actual book value of the Offer Shares.

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CAPITALIZATION

As of March 31, 2016, our authorized capital stock was P150.4 million divided into 1,504,000 Shares with a parvalue of P100.00 per Share. On March 7, 2016, our Board and shareholders approved an amendment to ourarticles of incorporation to increase our authorized capital stock to P5,195.4 million divided into5,195,395,454 Shares with a par value of P1.00 per Share. The Philippine SEC approved this amendment to ourarticles of incorporation on May 20, 2016. Accordingly, as of May 20, 2016 we have an authorized capital stockof P5,195.4 million divided into 5,195,395,454 Shares with a par value of P1.00 per Share, of which2,857,467,500 Shares are issued and fully paid-up (without giving effect to the issuance of the Offer Shares).

For purposes of the capitalization information set forth in the table below, the foregoing adjustments described inthe footnotes to the table below are assumed to have taken place as of March 31, 2016 and, except as described insuch footnotes, no further adjustments have been made. The table below should be read in conjunction with ourAudited Interim Consolidated Financial Statements as of March 31, 2016 and our Pro Forma FinancialInformation as of December 31, 2015, including the notes thereto, included in this Prospectus beginning onpage F-1 and “Management’s Discussion and Analysis of Historical Financial Condition and Results ofOperations” and “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations.—Liquidity and Capital Resources.”

As of March 31, 2016

Actualconsolidated

capitalization(1)

Adjustedconsolidatedcapitalizationwithout giving

effect to theissuance of the

Offer Shares(1)(2)

Adjusted consolidatedcapitalization giving

effect to the issuance ofthe Offer Shares andthe application of thenet proceeds of the

Offer(1)(2)(3)

(in millions of Philippine Pesos)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . 9,448.6 1,285.1 1,285.1Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,301.6 49,042.3 49,042.3

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,750.2 50,327.4 50,327.4

Short-term payables to related parties . . . . . . . . . . . . . . . . . 49,411.4 18,685.0 1,586.3Short-term payable to a third party (BDO Loan) . . . . . . . . — 6,120.4 —Long-term payables to related parties . . . . . . . . . . . . . . . . . 980.4 17,163.6 16,598.2Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,289.5 5,289.5 5,289.5

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,681.3 47,258.5 23,474.0Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . 3,068.9 3,068.9 26,853.4

Total liabilities and stockholders’ equity . . . . . . . . . . . . 58,750.2 50,327.4 50,327.4

(1) The capitalization information in each column of the table is based on our Audited Interim Consolidated Financial Statements as of andfor the three months ended March 31, 2016, prepared in accordance with PFRS, which reflects the actual acquisition price for ouroperating subsidiaries of P47,825.1 million and is not comparable to the Pro Forma Financial Information (and information derivedtherefrom), which assumes an acquisition price for our operating subsidiaries of P46,812.5 million. See “Risk Factors—The Pro FormaFinancial Information included in this Prospectus is based on a variety of assumptions, including an acquisition price for our operatingsubsidiaries that is lower than the actual acquisition price, and may not be indicative of our future results.”

(2) Our adjusted consolidated capitalization as of March 31, 2016 both before and after giving effect to the issuance of the Offer Shares andthe application of the net proceeds of the Offer has been adjusted to reflect: (i) the amendment to our Short-Term Loan, which wasentered into on April 22, 2016, as if the Short-Term Loan had been amended as of March 31, 2016 and therefore assumes that theprincipal amount of the Short-Term Loan as of March 31, 2016, is up to US$504.0 million and that the entire principal amount had beendrawn down as of March 31, 2016; (ii) our drawdown of amounts under the BDO Loan at various times commencing June 20, 2016, withrespect to which P6,120.4 million was outstanding as of June 29, 2016, and therefore assumes that P6,120.4 million was outstandingunder the BDO Loan as of March 31, 2016; (iii) our application of the full amount drawn down under the BDO Loan to reduce theamount outstanding under the Short-Term Loan by US$130.0 million to US$374.0 million, as if such repayment of the Short-Term Loanhad occurred as of March 31, 2016; (iv) our payment of an aggregate P8,343.3 million in partial satisfaction of the purchase price paid toacquire our operating subsidiaries as part of the Reorganization, using excess cash resulting mainly from the sale of assets during theReorganization and collection of accounts receivable for an aggregate amount of P4,914.5 million currently held by our operatingsubsidiaries and planned to be distributed to us, and approximately P3,428.8 million of excess proceeds from our receipt on February 18,

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2016 of P2,800.1 million from our Principal Shareholder, as payment for Shares previously issued and Shares to be issued following thePhilippine SEC’s approval of our proposed increase in authorized capital stock, as described above, and (v) our refinancing of theremaining liability with related parties associated with the acquisition of our operating subsidiaries as part of the Reorganization ofapproximately P39,481.8 million (P39,402.3 million after debt issuance costs), after our partial payment described in (iv) above, underour Short-Term Loan and Long-Term Loan from NSH, which were incurred as of April 26, 2016. This information is not comparable tothe Pro Forma Financial Information, which assumes that the principal amount of the Short-Term Loan that we obtained from NSH inconnection with the acquisition of our operating subsidiaries is US$475.0 million. See “Risk Factors—The Pro Forma FinancialInformation included in this Prospectus is based on a variety of assumptions, including an acquisition price for our operating subsidiariesthat is lower than the actual acquisition price, and may not be indicative of our future results.”

(3) Our adjusted consolidated capitalization as of March 31, 2016 giving effect to the issuance of the Offer Shares has been further adjustedto reflect (i) a net increase in equity of P23,784.5 million from the issuance and sale of 2,337,927,954 Offer Shares (including1,423,086,530 International Offer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Shares) in the Offer at theOffer Price of P10.75 per Share, after deducting underwriting discounts, commissions and estimated offering expenses payable by us,which are assumed to be equal to an aggregate of P1,348.2 million; and (ii) the application of the entire net proceeds of the Offer to payP6,120.4 million of the BDO Loan, then to repay P17,664.1 million of the assumed aggregate P39,481.8 million debt from relatedparties incurred in connection with the acquisition of our operating subsidiaries as part of the Reorganization and the subsequentrefinancing.

61

DILUTION

The following discussion of dilution assumes gross proceeds from the Offer of approximately p25,132.7 millionbased on an Offer of 2,337,927,954 Offer Shares (including 1,423,086,530 International Offer Shares,609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Shares) at an assumed Offer Price ofp10.75 per Offer Share, and aggregate underwriting discounts and commissions and estimated expenses of theOffer payable by us equal to p1,348.2 million. This is therefore not comparable to the Pro Forma FinancialInformation (and discussions in this Prospectus that are based on the Pro Forma Financial Information,including the discussion under the heading “Management’s Discussion and Analysis of Pro Forma FinancialCondition and Results of Operations.”), which assume that 1,384,117,647 Offer Shares (including 842,506,394International Offer Shares, 361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will beissued and sold in the Offer at an assumed Offer Price of p17.00 per Share and that aggregate underwritingdiscounts and commissions and estimated expenses of the Offer payable by us will be equal to p1,176.5 million.The gross proceeds of the Offer, number of Offer Shares, Offer Price, and underwriting discounts andcommissions and estimated fees and expenses of the Offer will be updated when these amounts have beendetermined. See “Risk Factors—The Pro Forma Financial Information included in this Prospectus is based on avariety of assumptions, including an acquisition price for our operating subsidiaries that is lower than the actualacquisition price, and may not be indicative of our future results” on page 34 of this Prospectus.

As of March 31, 2016, our adjusted net book value of equity (excluding net proceeds of the Offer) wasapproximately P3,068.6 million, or P1.07 per Share. Net book value represents total assets minus total liabilitiesand non-controlling interests while net book value per Share represents total assets minus total liabilities andnon-controlling interests divided by the total number of Shares outstanding. Without taking into account anyother changes in such net book value after December 31, 2015, other than to give effect to the sale of2,337,927,954 Offer Shares at the initial public offering price of P10.75 per Share (assuming the StabilizationRelated Option is exercised in full), and after deduction of the underwriting discounts and commissions andestimated expenses of the Offer payable by us, our adjusted net book value as of March 31, 2016 will beapproximately P26,853.1 million. This represents an immediate increase in adjusted net book value ofP4.09 per Share to the existing shareholder, and an immediate dilution of P5.58 per Offer Share to purchasers ofOffer Shares at the assumed Offer Price of P10.75 per Offer Share.

The following table illustrates dilution on a per Share basis based on an Offer of 2,337,927,954 Offer Shares atan Offer Price of P10.75 per Offer Share (assuming the Stabilization Related Option is exercised in full):

Offer Price per Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P10.75Adjusted net book value per Share as of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 1.07Increase per Share attributable to the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 4.09Adjusted net book value per Share after the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 5.17Dilution to purchasers of Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 5.58

The actual underwriting commission, discounts, fees and other Offer-related expenses may vary from theestimated amounts. The estimated amounts used to determine the estimated net proceeds are presented in thisProspectus for convenience only.

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The following table summarizes, on a pro forma basis as of March 31, 2015, the differences between existingshareholders and the new investors with respect to the number of Shares purchased from us, the totalconsideration paid and the average price per Share paid before deducting the underwriting discounts andcommissions and estimated expenses of the Offer payable by us, based on an Offer of 2,337,927,954 OfferShares (assuming the Stabilization Related Option is exercised in full) at an Offer Price of P10.75 perOffer Share.

Shares purchased Total consideration AveragePrice

per shareNumber Percent Amount Percent

Q millions Q

Existing Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,857,467,500 55.0% 2,857.5 10% 1.00New Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,337,927,954 45.0% 25,132.7 90% 10.75Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,195,395,454 100% 27,990.2 100% 5.39

See also “Risk Factors—Risks Relating to the Offer and the Offer Shares—The sale or possible sale of asubstantial number of the Offer Shares in private or public sales following the Offer could adversely affect theprice of the Offer Shares and our ability to raise capital” on page 51 of this Prospectus.

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables present selected audited combined historical financial information of our operatingsubsidiaries for fiscal 2013, fiscal 2014 and fiscal 2015, and selected audited interim consolidated financialinformation of our Company and our subsidiaries for the three months ended March 31, 2016 and should be readin conjunction with the Audited Combined Historical Financial Statements and the Audited Interim ConsolidatedFinancial Statements, in each case together with the notes thereto, contained in this Prospectus and the sectionentitled “Management’s Discussion and Analysis of Historical Financial Condition and Results of Operations.”The selected financial information presented below as of and for the years ended December 31, 2013, 2014 and2015 was derived from the Audited Combined Historical Financial Statements and the selected financialinformation as of and for the three months ended March 31, 2016 was derived from the Audited InterimConsolidated Financial Statements, in each case prepared in compliance with PFRS and audited by RGM&Co.The information below is not necessarily indicative of our results of future operations. For additionalinformation regarding financial information presented in this Prospectus, see “Presentation of FinancialInformation” on page v of this Prospectus.

As of and For the Year EndedDecember 31,

As of and for theThree Months

Ended March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

INCOME STATEMENTS INFORMATIONNet sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,776.6 19,496.6 23,937.5 6,328.2Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,075.5) (10,391.7) (12,022.8) (3,231.5)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,701.1 9,104.9 11,914.7 3,096.7Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,911.3) (8,214.1) (9,861.1) (2,563.7)

Operating income before other expenses, net . . . . . . . . 789.8 890.8 2,053.6 533.0Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . (128.7) (59.2) 787.6 8.1

Operating income after other expenses, net . . . . . . . . . . 661.1 831.6 2,841.2 541.1Financial expenses and other financial expenses, net . . . . . . . (24.4) (58.5) (65.4) (20.5)Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 277.7 (17.2) 68.9 (196.7)

Earnings before income tax . . . . . . . . . . . . . . . . . . . . . . . 914.4 755.9 2,844.7 323.9Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (461.0) (249.3) (661.3) (109.6)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.4 214.3

STATEMENTS OF FINANCIAL POSITIONINFORMATION

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,032.9 7,897.3 10,442.0 15,040.7Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,463.2 19,295.7 18,437.5 43,709.5

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,032.6 6,225.6 4,735.7 53,929.2Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473.4 1,477.2 1,733.2 1,752.1

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,506.0 7,702.8 6,468.9 55,681.3

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,990.1 19,490.2 22,410.6 3,068.9Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . 25,496.1 27,193.0 28,879.5 58,750.2

64

As of and For the Year EndedDecember 31,

As of and for theThree Months

Ended March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

STATEMENTS OF CASH FLOWS INFORMATIONNet cash flow provided by operating activities before interest

and income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8Net cash flow provided by operating activities . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8Net cash flows provided by (used in) investing activities . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1Net cash flows provided by financing activities . . . . . . . . . . . . . . 5.0 931.4 378.3 2,862.2Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . 330.0 307.8 539.1 4.9Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

OTHER HISTORICAL FINANCIAL INFORMATIONNet working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,686.8 1,284.0 1,211.6 197.9Operating margin before other expenses, net(2) . . . . . . . . . . . . . . 4.7% 4.6% 8.6% 8.4%Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related partiesbalances. Net working capital as of March 31, 2016 excludes approximately P47,825.1 million of payables to related parties relating toour acquisition of subsidiaries as part of the Reorganization.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presentedbecause we believe that it is widely accepted as a financial indicator of our ability to internally fund capital expenditures and service orincur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA inisolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing andfinancing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various OperatingEBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by othercompanies. The following is a reconciliation of Operating EBITDA to operating income before other expenses, net, as reported in ourcombined income statements and to combined net cash flows provided by operating activities before interest and income taxes paid incash, as reported in our combined statement of cash flows.

As of and For the Year EndedDecember 31,

For the ThreeMonthsEnded

March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Reconciliation of Operating EBITDA to net cash flows providedby operating activities before interest and income taxes:

Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,426.6 1,599.1 2,926.6 838.0Less:Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . 789.8 890.8 2,053.6 533.0Plus (minus):Changes in working capital excluding income taxes . . . . . . . . . . . . . 204.7 (910.9) (241.6) 777.2Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636.8 708.3 873.0 305.0Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399.6 10.2 406.7 60.6

Net cash flow provided by operating activities before interest andincome taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8

65

SELECTED PRO FORMA FINANCIAL INFORMATION

The following tables presents our selected pro forma condensed consolidated financial information and shouldbe read in conjunction with the Pro Forma Financial Information and the notes thereto, and the AuditedCombined Historical Financial Statements and notes thereto, in each case contained in this Prospectus, and thesection entitled “Management’s Discussion and Analysis of Pro Forma Financial Condition and Results ofOperations.” The Pro Forma Financial Information as of and for the year ended December 31, 2015 wasderived from the Audited Combined Historical Financial Statements, adjusted to give pro forma effect to theReorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer asdescribed in “Use of Proceeds” as if they had occurred on January 1, 2015. The pro forma adjustments arebased upon available information and certain assumptions that we believe are reasonable under thecircumstances. The selected pro forma condensed consolidated financial information does not purport torepresent what our results of operations and those of our subsidiaries would actually have been had theReorganization, the Operational Restructuring, the Offer and the application of the net proceeds of the Offer asdescribed under “Use of Proceeds” in fact occurred on January 1, 2015, nor does it purport to project ourresults of operations and those of our subsidiaries for any future period or date. For additional informationregarding financial information presented in this Prospectus, see “Presentation of Financial Information” onpage v of this Prospectus.

The following selected pro forma condensed consolidated financial information assumes that (i) the acquisitionprice for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-Term Loan isUS$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer atan assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions andestimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is notcomparable to information presented elsewhere in this Prospectus (other than any information derived from thePro Forma Financial Information), which is based on (a) the actual acquisition price for our operatingsubsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 InternationalOffer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) theaggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us ofp1,348.2 million. See “Risk Factors – The Pro Forma Financial Information included in this Prospectus isbased on a variety of assumptions, including an acquisition price for our operating subsidiaries that is lowerthan the actual acquisition price, and may not be indicative of our future results” on page 34 of this Prospectus.

66

As of and Forthe Year EndedDecember 31,

2015

(in millions ofPhilippine

Pesos)

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTINFORMATIONNet sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1)

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7

Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9)Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7)

Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIALPOSITION INFORMATIONCurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,645.0Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,745.8

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,931.3Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,466.9

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,398.2

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,992.6Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,390.8

67

As of and Forthe Year EndedDecember 31,

2015

(in millions ofPhilippine

Pesos)

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSINFORMATIONNet cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . . 5,567.7Net cash flow provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,732.5Net cash flows provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)Net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,205.9Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539.1Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834.1

OTHER PRO FORMA FINANCIAL INFORMATIONNet working capital(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 690.2Operating margin before other expenses, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6%Operating EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,046.0Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

(1) Net working capital equals trade receivables, net, plus inventories, net, less trade payables. Net working capital includes related partiesbalances.

(2) Operating margin before other expenses, net equals operating income before other expenses, net divided by net sales.

(3) Operating EBITDA equals operating earnings before other expenses, net, plus depreciation expenses. Operating EBITDA is presentedbecause we believe that it is a widely accepted as financial indicator of our ability to internally fund capital expenditures and service orincur debt. Operating EBITDA is not a measure of performance under PFRS, and investors should not consider Operating EBITDA inisolation or as an alternative to net income as an indicator of our operating performance or to cash flow from operating, investing andfinancing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various OperatingEBITDA calculation methods, our presentation of these measures may not be comparable to similarly titled measures used by othercompanies. The following is a reconciliation of our pro forma Operating EBITDA to operating income before other expenses, net, asreported in our pro forma income statements and to our pro forma net cash flows provided by operating activities before interest andincome taxes paid in cash, as reported in our pro forma statement of cash flows.

As of and For theYear Ended

December 31,2015

(in millions ofPhilippine Pesos)

Reconciliation of Pro Forma Operating EBITDA to Pro Forma net cash flows provided byoperations activities before interest and income taxes:

Operating EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,041.9Less:

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7Plus (minus):

Changes in working capital excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105.2Other items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (426.0)

Net cash flow provided by operating activities before interest and income taxes . . . . . . . . . . . 5,567.7

68

MANAGEMENT’S DISCUSSION AND ANALYSIS OF HISTORICAL FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

The following is a discussion and analysis of our consolidated financial condition and results of operations of asof and for the three months ended March 31, 2016, the combined financial condition and results of operations ofour operating subsidiaries as of and for the years ended December 31, 2013, 2014 and 2015, and certain trends,risks and uncertainties that may affect our business. The discussion and analysis of our results of operations ispresented in three sections, namely (i) a section that discusses our consolidated results of operations for thethree months ended March 31, 2016, (ii) a comparative section that discusses our operating subsidiaries’combined results of operations for the year ended December 31, 2015 compared with the year endedDecember 31, 2014, and (iii) a comparative section that discusses our operating subsidiaries’ combined resultsof operations for the year ended December 31, 2014 compared with the year ended December 31, 2013.Disclosure relating to liquidity and financial condition and the trends, risks and uncertainties that have had orthat are expected to affect revenues and income complete the management’s discussion and analysis.

Prospective investors should read this discussion and analysis of our financial condition and results ofoperations in conjunction with the Audited Interim Consolidated Financial Statements and the Audited CombinedHistorical Financial Statements, in each case together with the notes thereto, set forth elsewhere in thisProspectus.

Future results may differ materially from past results due to certain factors such as those set forth in the sectionentitled “Risk Factors” and elsewhere in this Prospectus.

Overview

We are one of the leading cement producers in the Philippines, based on installed annual capacity as ofDecember 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce andmarket cement and cement products, such as ready-mix concrete and clinker, in the Philippines through directsales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries havebeen operating in the Philippines for over 17 years, and have well established brands, such as “APO” “Island”and “Rizal”, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensedto us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct salesapproach have helped us develop a long-term customer base.

We offer a broad product mix and work closely with other CEMEX companies to develop and introduceinnovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accountingfor over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidatedcement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as thenumber of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mixconcrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet thechallenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combinednet sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net salesfor the three months ended March 31, 2016.

We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirectsubsidiary of CEMEX España, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of thelargest cement companies in the world based on annual installed cement production capacity. The shares ofCEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol “CEMEXCPO” and theNew York Stock Exchange under the symbol “CX”.

We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as ofMarch 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annualcapacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions throughour marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines andan installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cementproduction line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by

69

2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We alsohave one ready-mix plant located in Manila and an admixtures facility located in Parañaque. Our distributioninfrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centerslocated across the Philippines. We distribute our products using our fleet, which we manage directly, andthird-party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement aswell as 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution ofbag cement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marinevessels for the distribution of bulk cement.

For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes ofapproximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales forthe year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three monthsended March 31, 2016 were P6,328.2 million.

Recent Development

On May 31, 2016, the Company entered into the BDO Facility pursuant to which BDO, the parent company ofthe Domestic Lead Underwriter, provided to the Company the BDO Loan of up to P12,000.0 million, of whichP6,120.4 million was outstanding as of June 29, 2016. The lender of the BDO Loan is BDO, which also acts as alender of promissory notes and omnibus credit lines to the Company. BDO Capital & Investment Corporation isthe Stabilizing Agent in connection with the Offer. BDO Unibank, Inc. – Trust and Investments Group is theCompany’s Stock Transfer Agent. In addition, BDO is the parent company of the Domestic Lead Underwriter,BDO Capital & Investment Corporation. Other than the foregoing, no other relationship/affiliation exists amongBDO, BDO Capital & Investment Corporation, the Company and its subsidiaries. Pursuant to the terms set forthin the BDO Facility, the BDO Loan is repayable upon the earlier of (a) three business days following theCompany’s receipt of the net proceeds of the Offer and (b) 90-days following the initial drawdown date, whichwas June 20, 2016, subject to a further 90-day extension in the event the Offer is delayed but the Company is stillreasonably expected to receive the net proceeds of the Offer during 2016. Pursuant to the BDO Facility, the BDOLoan will bear interest at the rate of 3.25% per annum, and the Company is permitted to prepay the BDO Loan atany time with no prepayment penalty, subject to a three business day prior notice period.

Similar to the NSH Short-Term Loan, the BDO Facility includes various affirmative and negative covenantswhich, among other things, restrict or limit our ability to take certain actions, including: (i) making materialchanges to our Company’s or our subsidiaries’ constitutive documents or the character or our or their business;(ii) taking any action that causes our Company or Solid Cement or APO Cement not to be a direct or indirectsubsidiary of CEMEX; (iii) creating liens; (iv) entering into mergers; (v) lending money in excess of US$10.0million to any party other than consolidated subsidiaries of CEMEX, excluding loans existing as of the date ofthe BDO Facility; (vi) incurring aggregate indebtedness in excess of US$25.0 million, excluding the BDO Loanand indebtedness existing as of the date of BDO Facility; and (vii) incurring capital expenditures other than in theordinary course of business and in connection with the expansion of our Solid Cement plant. The BDO Facilityalso includes various affirmative covenants that, among other things, require the Company to provide periodicconsolidated financial information to BDO. BDO has the right to terminate the BDO Loan upon the occurrenceof an event of default, in which case the then-outstanding principal amount of the loan, accrued and unpaidinterest and all other amounts payable under the BDO Facility would immediately become due and payable.

Principal Factors Affecting Our Results of Operations

We operate in the construction materials industry and we derive substantially all of our net sales from the sale ofcement and cement products in the Philippines. As a result, our results of operations are affected by a variety offactors. The following is a discussion of the most significant factors that we currently expect may affect ourresults in future periods as well as factors that have affected our results in the past. Factors other than thosediscussed below could also have a significant impact on our results of operations and financial condition in thefuture.

70

General macroeconomic conditions and level of construction activity in the Philippines

We operate in the construction materials industry and derive substantially all of our combined net sales from thesale of cement and cement products in the Philippines. As a result, our operations are substantially influenced bythe level of activity in the construction industry in the Philippines, which is cyclical in nature and has historicallydemonstrated a strong correlation with growth in gross national product. Solid Cement primarily serves the NCRand its results are therefore particularly affected by macroeconomic conditions in the NCR, while APO Cementprimarily serves the Visayas and Northern Mindanao and its results of operations are particularly correlated withmacroeconomic conditions there. The construction materials industry is also sensitive to macroeconomic factorssuch as, among other things, demographics, inflation, interest rates and the cost of financing, including mortgagefinancing. In particular, remittances from overseas Filipino workers and business process outsourcing to thePhilippines are key drivers of the Philippine economy. Economic trends in the Philippines have a significantimpact on all aspects of our operations, including the demand for and pricing of our products, the availability andcosts of raw materials, costs of energy supply, labor costs and other operating expenses. Growth in thePhilippines is characterized by, among other things high population growth, an increased amount of retail anddistribution infrastructure and growth in local manufacturing capabilities. Although the Philippine economy hasexperienced stable growth in recent years, the Philippine economy has in the past experienced periods of slow ornegative growth, high inflation, significant devaluation of the Peso and has been significantly affected byeconomic volatility in the Asia Pacific region. Furthermore, there have been periods of political instability in thePhilippines, including changes in fiscal or other government policies and public and military protests arisingfrom alleged misconduct by previous administrations. Political instability may also affect the constructionindustry and our results of operations.

Production capacity and productivity

Our results of operations depend on our ability to fulfill customer orders, which in turn depends in part on ourproduction capacity and our productivity. Our annual cement production capacity increased from 4.2 milliontonnes after our acquisition of the APO Cement plant in 1999 to 5.7 million tonnes as of March 31, 2016.Primarily in connection with this expansion, our combined capital expenditures for the construction of newproduction lines in fiscal 2013, fiscal 2014 and fiscal 2015 were P1,757.4 million, P1,719.8 million andP139.5 million, respectively. Furthermore, in May 2015 we announced that we would undertake aUS$300.0 million investment to expand the capacity of our Solid Cement plant by approximately 1.5 millionmetric tonnes per year by 2019, through the construction of a new integrated cement production line. As ofMarch 31, 2016, we had spent approximately P26.3 million in connection with this expansion project. We expectto fund this project using our free cash flow.

Our productivity, as measured primarily by kiln efficiency, mill efficiency and clinker factor, affects our resultsof operations. As a result of our processes and equipment modifications in recent years, the operational efficiencyof our kilns has increased from an already high level of 86.6% in 2010 to 90.4% in 2015, and the operationalefficiency of our mills has increased from 75.4% to 80.4% over the same period. Our productivity is alsoexpected to improve as a result of the expansion of our Solid Cement plant, which will use a mill that employsenergy-efficient technology that is expected to result in cost savings compared to the existing mill at our SolidCement plant. The newly installed mill at our APO Cement plant also uses this energy-efficient technology.

Pricing and product mix

Our results of operations are affected by our product mix and the prices and margins for our products. Weprimarily sell different grades of cement with various physical characteristics and different costs of production atdifferent selling prices. Blended cement accounts for the majority of our sales, followed by ordinary Portlandcement (in bag and bulk form), while masonry cement accounts for a smaller proportion of our sales. Based onrevenue divided by volume sold, our average prices for ordinary Portland cement in bag form exceed the averageprices of our other products, followed by blended cement and masonry cement, while our average prices for bulk

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ordinary Portland cement lag those of our other products. Our gross profit margins for blended cement exceedthose of our other products, notwithstanding that the average price is lower than the average price of ordinaryPortland cement in bag form. The variety of products and services we offer are the result of our owndevelopment efforts, our access to CEMEX’s global portfolio of diversified product offerings and our continuousinteraction with the CEMEX Research Group. While our sales of products other than cement are relatively smallin the context of our overall business, we believe these products meet niche customer needs and serve to enhanceour customer relationships. The prices of our products are primarily affected by the supply of, and demand for,cement in the regions where we operate, our production costs, energy costs, transportation costs, inventory levels,competitors’ prices and credit terms.

Research and development

Together with CEMEX, we continually strive to develop new products and improve existing products. Our researchand development activities primarily aim at developing new products and processes, adding innovative functionsand applications to our existing product range and optimizing the quality and complementary nature of our productportfolio and application services. For example, among other admixtures developed at our admixtures facility, wedevelop hardening catalysts to reduce the hardening time of blended cement, with a view to eliminating the keyperceived benefit of ordinary Portland cement, which generally hardens faster than blended cement in the absenceof such hardening catalysts. We work closely with the CEMEX Research Group in Switzerland to develop newproducts and processes and we pay royalties to CEMEX for its research, which underlies the products that weinnovate for the Philippine market. We also incur capital expenditures to update our facilities with increasinglyefficient production processes and equipment needed to produce new products. We believe that our ability tosuccessfully anticipate trends generally has had a positive effect on our results. If a new product is successful, it willhave a positive impact on our sales until customer preferences change or until it is replaced by new products.

Competition in the Philippine construction materials industry

The Philippine construction materials industry is highly competitive. We compete with domestic producers and,to a lesser degree, imported cement. According to the Cement Industry Report, in 2015, the four largest cementproducers in the Philippines account for approximately 90% of the market by sales volume and we are the thirdlargest cement company in the Philippines with approximately 20% share of the Philippine market by salesvolume. We compete primarily on the basis of quality, market presence, distribution network, diversity ofproduct offerings, sales strategy, brand image and pricing. Our results of operations are strongly tied to ourability to compete favorably on the basis of each of these factors.

Fuel and electricity costs

Our operations consume significant amounts of fuel and electricity and our results of operations are thereforeaffected by fluctuations in the cost of these commodities. The fuel costs included in our cost of sales, comprisingthe cost of fuel to fire our kilns, represented approximately 25%, 25% and 22% of our combined cost of sales forfiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 19.5% of our consolidated cost of sales for the threemonths ended March 31, 2016. Electricity costs represented approximately 28%, 29% and 26% of our combinedcost of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 20.5% of our consolidated cost of salesfor the three months ended March 31, 2016. We also purchase diesel and heavy fuel oil to fuel our fleet of trucksand vessels used to distribute our products, of which the aggregate cost represented 22%, 23% and 14% of ourcombined distribution expenses in fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 10.9% of ourconsolidated distribution expenses for the three months ended March 31, 2016.

While our Solid Cement plant must purchase a portion of its electricity needs from the grid, our APO Cementmay purchase grid electricity for a portion of its power needs, depending on the relative costs of grid electricityas compared with electricity produced from our power generation plants. The Solid Cement plant is alwaysreliant on grid electricity for at least part of its power requirements, while the APO Cement plant can rely entirelyon its in-house power generation plant when needed.

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We require fuel to fire our kilns, run our electricity generators and fuel the trucks and vessels used in thedistribution of our products. Our kilns are fired primarily with coal and, to a lesser degree, alternative fuels,including refuse-derived fuels such as rubber tires, waste plastic and rice husks, among others. We primarily useheavy fuel oil for the electricity generators at our plants. The trucks and vessels used in the distribution of ourproducts primarily run on diesel or heavy fuel oil. We currently obtain our imported coal supply fromTransenergy, a CEMEX subsidiary that sources coal, petroleum coke and other products on a group-wide basis,at a price that varies with the spot price of coal. In 2014 and 2013 we hedged our exposure to the spot price ofcoal in connection with our coal imports, and we have similarly hedged a portion of our exposure to the spotprice of coal for the second and third quarters of 2016. We may enter into similar hedging arrangements in thefuture. In the past, we have also obtained coal from a domestic supplier at a price which varied subject to a floorand a cap, and we may enter into such arrangements with domestic suppliers in the future. We do not hedge ourexposure to the price of coal obtained domestically. We obtain our supply of heavy fuel oil and diesel fromdomestic suppliers at prices that vary with the applicable spot price. During periods when we expect to usein-house generated electricity, we may hedge our exposure to the spot price of heavy fuel oil depending onmarket conditions. Our results of operations are affected by the prices of coal, heavy fuel oil and diesel, inaddition to the degree with which we rely on each of these fuels. To the extent we are able to increase our use ofalternative fuels, which are more cost-efficient than coal, to fire our kilns, our results of operations would befavorably impacted.

In addition to electricity from our in-house generators, we purchase grid electricity from third parties at variablerates and from SINOMA, which operates a waste-heat recovery system at our Solid Cement plant pursuant to a15 year build-and-operate arrangement which requires us, subject to certain conditions, to purchase all electricitygenerated by the facility at a fixed price subject to volume discounts. For more information on our power supplyarrangements, please see “Business—Energy—Electricity.” We do not hedge our exposure to the spot price ofelectricity that we purchase from the grid. Electricity costs in the Philippines are among the highest in Asia.Electricity cost and availability are impacted by limited numbers of suppliers, a complex regulatory framework,low grid reliability, the geography of the Philippines and the climate and weather conditions in the Philippines,which regularly impacts power supply and quality, in addition to the degree of dependence on fuel imports. Ourresults of operations are affected by the price of electricity and the extent to which we rely on electricitypurchased from third parties rather than in-house generators.

Raw material costs

The primary raw materials used in our cement production are limestone, pozzolans, clay and gypsum. Rawmaterials costs represented 10%, 10% and 10% of our combined cost of sales for fiscal 2013, fiscal 2014 andfiscal 2015, respectively and 10% of our consolidated cost of sales for the three months ended March 31, 2016.Our results of operations are affected by fluctuations in the prices of these materials. Our results of operations arealso affected by the degree with which we use each raw material, which is a function of the mix of products thatwe produce. We purchase the majority of our limestone, pozzolans and clay from ALQC and IQAC on acost-plus basis. We purchase other raw materials, such as gypsum, from third parties at prices that are typicallynegotiated for a one year period. To the extent we import clinker we do so through global sourcing arrangementswith CEMEX on cost-plus basis. We do not hedge our exposure to the market prices of any raw materials. Weattempt to mitigate the risk of fluctuating raw material prices by entering into supply agreements for fixedperiods, which have typically been one year.

Distribution expenses

Pursuant to our direct sales model, our results of operations are affected by our investments in distributioninfrastructure. Because APO Cement serves the entire archipelago, its distribution infrastructure comprises bothland distribution centers and marine terminals and a fleet of trucks and vessels. To this end, in 2014 APO Cementinvested in two new marine terminals, an upgrade to our private jetty facilities and new conveying equipment toenhance the efficiency of transporting products from the APO Cement plant. Solid Cement’s distribution

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infrastructure comprises land distribution centers and a fleet of trucks. In addition to the cost of this distributioninfrastructure, our combined distribution expenses include the cost of diesel and heavy fuel oil to fuel our fleet.Distribution expenses represented 15%, 16% and 16% of our combined net sales for fiscal 2013, fiscal 2014 andfiscal 2015, respectively and 16% of our consolidated net sales for the three months ended March 31, 2016.

Seasonality and weather conditions

The construction industry, and therefore demand for our products, is typically seasonal and is negativelyimpacted by periods of unfavorable weather conditions, such as heavy rain. These seasonal fluctuations lead tofluctuations in our quarterly financial results. For example, the demand for our products is lower during the rainyseason in the Philippines, which typically begins in June and ends in November, but our sales volumes generallyincrease between March and May because of better weather conditions. Unusual intensities of adverse weatherconditions, their occurrence in abnormal periods and their duration in our major markets all have the ability tosignificantly impact our business, financial condition and results of operations.

Currency fluctuations

We are exposed to foreign exchange fluctuations to the extent we incur monetary assets and/or liabilities, orrecognize income or expenses, in a currency different from our functional currency, which is the Philippine Peso.In particular, amounts that we lend to, or borrow from, related parties are denominated in U.S. dollars.Translation gains and losses are recognized in our combined income statements as foreign exchange gains orlosses, respectively. As of December 31, 2013, 2014 and 2015, 14%, 36% and 35%, respectively, of ourcombined financial obligations, and approximately 10%, 1% and 7%, respectively, of our combined financialassets were denominated in U.S. dollars. As of March 31, 2016, 2.5% of our consolidated financial obligationsand 80.2% of our consolidated financial assets were denominated in U.S. dollars. In addition, certain expenses,including the costs of coal obtained from Transenergy, and a small portion of our combined net sales, aredenominated in U.S. dollars. Our U.S. dollar expenses exceed our U.S. dollar denominated sales. We do nothedge our exposure to foreign currency fluctuations.

Critical Accounting Policies

The preparation of financial statements in accordance with PFRS principles requires management to makeestimates and assumptions that affect reported amounts of assets and liabilities and the disclosure of contingentassets and liabilities at the date of the financial statements, as well as the reported amounts of revenues andexpenses during the period. These assumptions are reviewed on an ongoing basis using available information.Actual results could differ from these estimates.

The main items subject to estimates and assumptions by management include, among others, impairment tests oflong-lived assets, allowances for doubtful accounts and inventories, recognition of deferred income tax assets,provision for site restoration, estimating useful lives of property, plant and equipment, as well as themeasurement of assets and liabilities related to employee benefits. Significant judgment by management isrequired to appropriately assess the amounts of these assets and liabilities.

For a discussion of our critical accounting policies, see note 2 to the Audited Interim Consolidated FinancialStatements and note 2 to the Audited Combined Historical Financial Statements included elsewhere in thisProspectus.

Key Components of Results of Operations

Net Sales

Net sales primarily comprise sales of cement and cement products, which accounted for 99.4%, 98.9% and97.9% of our combined net sales before eliminations resulting from combinations for fiscal 2013, fiscal 2014 and

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fiscal 2015, respectively, and 98.1% of our consolidated net sales for the three months ended March 31, 2016.We also sell ready-mix concrete, admixtures and housing solutions. We sell the majority of our products for usein the residential sector. The industrial-commercial sector and the infrastructure sector each also account for asignificant portion of our sales.

Cost of Sales

Cost of sales represents the production cost of goods sold, including electricity, fuel, raw materials, and supplies,personnel expenses, depreciation and depletion of assets involved in production, expenses related to storage inproducing plants, as well as freight expenses of raw materials in plants and delivery expenses for ready mixconcrete. Cost of sales does not include (i) expenses related to personnel, equipment and services involved insales activities and storage of product at points of sales and costs related to warehousing of products at sellingpoints, which are included in administrative and selling expenses and (iii) freight expenses of finished productsbetween plants and points of sale and freight expenses between points of sales and the customers’ facilities,which are included as part of distribution expenses. Administrative and selling expenses and distributionexpenses are included in operating expenses.

Operating Expenses

Operating expenses comprise administrative and selling expenses, and distribution expenses. Administrative andselling expenses primarily comprise license fees paid to CEMEX pursuant to our Services Agreements withCEMEX, which are calculated as a percentage of our revenue, administrative services in connection with backoffice outsourcing, salaries and wages, advertising and travel expenses and utilities and administrative supplies.For a description of our Services Agreements with CEMEX, see “Related Party Transactions.” Distributionexpenses primarily comprise freight expenses (including the cost of acquiring, chartering and leasing trucks andvessels), diesel to power our trucks and vessels and depreciation expenses in connection with other assets used inour distribution infrastructure. Because our APO Cement plant serves the islands in the Visayas and NorthernMindanao, distribution expenses per tonne produced at our APO Cement plant exceed distribution expenses pertonne produced at our Solid Cement plant.

Other Income (Expenses), Net

Other income (expenses), net, primarily comprises results from the sale of assets, net, which relates to sales ofproperty plant and equipment and shares, and impairment losses on non-current assets, including machinery andequipment written off.

Financial Expenses and Other Financial Expenses

Financial expenses and other financial expenses include (i) financial expenses, comprising interest and charges inconnection with our indebtedness to related parties and third parties; and (ii) other financial expenses, net,comprising financial expense on employee benefit plans in connection with contributions to our pension plans,interest on investment with related parties in connection with CEMEX’s liquidity management program, andfinancial income in connection with deposits and investments other than with related parties.

Foreign Exchange Gain (Loss)

Foreign exchange gain (loss) comprises foreign exchange gains and losses in connection with the effects offoreign exchange fluctuations on our assets and liabilities denominated in currencies other than the PhilippinePeso. Together with CEMEX companies, we participate in a liquidity management program pursuant to whichwe invest excess liquidity with CEMEX and we may borrow from CEMEX to meet our own liquidity needs.Amounts that we invest or borrow under this liquidity management program are denominated in U.S. dollars.Certain of these amounts bear interest while others do not bear interest, and certain of these amounts are secured,while others are unsecured. In accordance with CEMEX’s policy, all such transactions are entered into on anarm’s length basis.

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Income Tax

Income tax comprises current income taxes net of deferred income taxes. For each of fiscal 2013, fiscal 2014 andfiscal 2015 and the three months ended March 31, 2015, our statutory income tax rate was 30%. Our effective taxrate, based on our combined income tax expense divided by combined earnings before tax, was 50.4%, 33.0%and 23.2% in fiscal 2013, fiscal 2014 and fiscal 2015, respectively. Our effective tax rate, based on ourconsolidated income tax expense divided by consolidated earnings before tax, was 33.8% for the three monthsended March 31, 2016. Deferred income taxes result from temporary differences between our income forpurposes of our results of operations and our income for income tax purposes, which can give rise to deferred taxassets (which have the effect of increasing our deferred income tax, reducing income tax expense for a givenperiod and increasing income tax expense in future periods) and deferred tax liabilities (which have the effect ofdecreasing our deferred income tax and increasing income tax expense for a given period and decreasing incometax expense in future periods). Deferred tax assets arise primarily from increases to our balance sheet provisions,allowance for doubtful accounts, impairment of inventories, impairment of fixed assets and net operating losscarryover. Deferred tax liabilities arise from unrealized foreign exchange gains.

Results of Operations

The following table summarizes our combined historical results of operations for each of fiscal 2013, fiscal 2014and fiscal 2015 and our consolidated historical results of operations for the three months ended March 31, 2016,expressed in absolute amounts and as a percentage of net sales. These amounts have been derived from, andshould be read in conjunction with, and are qualified in their entirety by reference to, our Audited CombinedHistorical Financial Statements and our Audited Interim Consolidated Financial Statements included elsewherein this Prospectus. Our Audited Combined Historical Financial Statements and our Audited Interim ConsolidatedFinancial Statements were prepared under PFRS.

For the Year Ended December 31, For the ThreeMonths EndedMarch 31, 20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos, except percentages)

Net sales . . . . . . . . . . . . . . . . . . . 16,776.6 100% 19,496.6 100% 23,937.5 100% 6,328.2 100%Cost of sales . . . . . . . . . . . . . . . . (9,075.5) (54.1%) (10,391.7) (53.3%) (12,022.8) (50.2%) (3,231.5) (51.1%)

Gross profit . . . . . . . . . . . . . . . . 7,701.1 45.9% 9,104.9 46.7% 11,914.7 49.8% 3,096.7 48.9%Administrative, selling and

distribution expenses . . . . . . . (6,911.3) (41.2%) (8,214.1) (42.1%) (9,861.1) (41.2%) (2,563.7) (40.5%)

Operating income before otherexpenses, net . . . . . . . . . . . . . 789.8 4.7% 890.8 4.6% 2,053.6 8.6% 533.0 8.4%

Other income (expenses), net . . . (128.7) (0.8%) (59.2) (0.3%) 787.6 3.3% 8.1 0.1%

Operating income after otherexpenses, net . . . . . . . . . . . . . 661.1 3.9% 831.6 4.3% 2,841.2 11.9% 541.1 8.6%

Financial expenses and otherfinancial expenses, net . . . . . . (24.4) (0.1%) (58.5) (0.3%) (65.4) (0.3%) (20.5) (0.3%)

Foreign exchange gain (loss) . . . 277.7 1.6% (17.2) (0.1%) 68.9 0.3% (196.7) (3.1%)

Earnings before income tax . . . . 914.4 5.4% 755.9 3.9% 2,844.7 11.9% 323.9 5.1%

Income tax . . . . . . . . . . . . . . . . . (461.0) (2.7%) (249.3) (1.3%) (661.3) (2.8%) (109.6) (1.7%)Net income . . . . . . . . . . . . . . . . . 453.4 2.7% 506.6 2.6% 2,183.4 9.1% 214.3 3.4%

Three Months Ended March 31, 2016

Net sales. Consolidated net sales were P6,328.2 million for the three months ended March 31, 2016.Consolidated net sales primarily comprise sales of cement and cement products, which accounted for 98.1%, ofconsolidated net sales. Our sales volume of cement and clinker for the three months ended March 31, 2016 was

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approximately 1.3 million tonnes. For the three months ended March 31, 2016, our sales volume of cementincreased 10% and our average sales price for cement increased 4%, in each case compared with the threemonths ended March 31, 2015.

Cost of sales. Consolidated cost of sales was P3,231.5 million for the three months ended March 31, 2016. Asa percentage of consolidated net sales, consolidated cost of sales were 51.1% for the three months endedMarch 31, 2016.

Gross profit. As a result of the foregoing, consolidated gross profit for the three months ended March 31, 2016was P3,096.7 million. As a percentage of consolidated net sales, gross profit was 48.9% for the three monthsended March 31, 2016.

Operating expenses. Consolidated operating expenses for the three months ended March 31, 2016 wereP2,563.7 million As a percentage of consolidated net sales, operating expenses were 40.5% for the three monthsended March 31, 2016. Consolidated administrative and selling expenses for the three months ended March 31,2016 were P1,573.5 million, primarily comprising P787.5 million for license fees and P299.8 million forinsurance expense. As a percentage of consolidated net sales, consolidated administrative and selling expenseswere 24.9% for the three months ended March 31, 2016. Consolidated distribution expenses for the three monthsended March 31, 2016 were P990.2 million. As a percentage of consolidated net sales, consolidated distributionexpenses were 15.6% for the three months ended March 31, 2016.

Operating income before other expenses, net. As a result of the foregoing, consolidated operating incomebefore other expenses, net for the three months ended March 31, 2016 were P533.0 million. As a percentage ofconsolidated net sales, consolidated operating income before other expenses, were 8.4% for the three monthsended March 31, 2016.

Other income, net. Consolidated other income, net for the three months ended March 31, 2016 wasP8.1 million, primarily comprising P7.8 million of results from the sale of assets, net. As a percentage ofconsolidated net sales, other income, net was 0.1% for the three months ended March 31, 2016.

Financial expenses and other financial expenses, net. Consolidated financial expenses and other financialexpenses for the three months ended March 31, 2016 were P20.5 million. As a percentage of consolidated netsales, financial expenses and other financial expenses were 0.3% for the three months ended March 31, 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Net sales. Combined net sales increased 22.8%, from P19,496.6 million in fiscal 2014 to P23,937.5 million infiscal 2015. The increase was attributable to a 13.6% increase in the volume of cement sold and a 3% increase inour average sales price for cement. According to the Philippine National Statistical Coordination Board, grossvalue added in construction (at current prices) in the Philippines increased 10.3% in 2015 compared with 2014,due to a 7.0% increase in private sector construction and a 20.9% increase in public sector construction. Webelieve that our volumes grew at a faster rate than the overall market primarily because of our investments in ourproduction capacity and distribution network, which increased our share of the market.

Cost of sales. Combined cost of sales increased 15.7% from P10,391.7 million in fiscal 2014 toP12,022.8 million in fiscal 2015 due to the increased volume of cement sold. As a percentage of combined netsales, combined cost of sales decreased from 53.3% in fiscal 2014 to 50.2% in fiscal 2015, primarily due toimproved operating efficiency and more efficient use of energy at our plants, in addition to reduced prices forraw materials, electricity and fuel. Efficiencies in our use of fuel inputs resulted in improved kiln efficiency from88.0% in fiscal 2014 to 90.4% in fiscal 2015.

Gross profit. For the reasons explained above, combined gross profit increased 30.9% from P9,104.9 million infiscal 2014 to P11,914.7 million in fiscal 2015. As a percentage of combined net sales, gross profit increasedfrom 46.7% in fiscal 2014 to 49.8% in fiscal 2015 due to a decrease in combined cost of sales as a percentage ofcombined net sales.

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Operating expenses. Combined operating expenses increased 20.0%, from P8,214.1 million in fiscal 2014 toP9,861.1 million in fiscal 2015, due to a 15.9% increase in combined administrative and selling expenses fromP5,147.3 million in fiscal 2014 to P5,965.2 million in fiscal 2015 and a 27.0% increase in combined distributionexpenses from P3,066.8 million in fiscal 2014 to P3,896.0 million in fiscal 2015. Combined administrative andselling expenses as a percentage of combined net sales decreased from 26.4% in fiscal 2014 to 24.9% in fiscal2015, primarily because administrative services and wages and salaries each increased at a slower rate thancombined net sales, which was partially offset by increased license fees paid to CEMEX due to increasedcombined net sales. Combined distribution expenses as a percentage of combined net sales increased from 15.7%in fiscal 2014 to 16.3% in fiscal 2015, notwithstanding lower fuel prices, because a greater proportion of oursales in fiscal 2015 compared with fiscal 2014 comprised sales of products produced at our APO Cement plant,where we incur higher distribution costs compared with those of our Solid Cement plant.

Operating income before other expenses, net. For the reasons discussed above, combined operating incomebefore other expenses, net increased significantly from P890.8 million in fiscal 2014 to P2,053.6 million infiscal 2015. As a percentage of combined net sales, combined operating income before other expenses, netincreased from 4.6% in fiscal 2014 to 8.6% in fiscal 2015 due to decreases in combined cost of sales andcombined operating expenses as a percentage of combined net sales.

Other income (expenses), net. In fiscal 2015, combined other income, net was P787.6 million compared withcombined other expenses, net of P59.2 million in fiscal 2014. In fiscal 2015 we realized a gain on sale ofinvestment in shares of stock of P829.6 million in connection with the Reorganization, which was partially offsetby a loss on disposal of property, plant and equipment of P81.8 million.

Financial expenses and other financial expenses, net. Combined financial expenses and other financialexpenses, net increased 11.8% from P58.5 million in fiscal 2014 to P65.4 million in fiscal 2015, primarily dueto a full year of interest incurred in connection with a US$40 million credit line that we entered into withCEMEX Hungary KFT on October 1, 2014.

Foreign exchange gain (loss). A gain of P68.9 million was reported in fiscal 2015 compared with a loss ofP17.2 million in fiscal 2014, primarily as a result of depreciation of the Philippine Peso against the U.S. dollarand a combined net asset in foreign currency of US$35.7 million as of December 31, 2015 compared with acombined net liability in foreign currency of US$12.0 million as of December 31, 2014, in each case relating toour participation in CEMEX’s liquidity management program.

Income tax. Our combined income tax expense increased significantly from P249.3 million in fiscal 2014 toP661.3 million in fiscal 2015 as a result of a significant increase in combined current income tax expense fromP306.5 million in fiscal 2014 to P758.1 million in fiscal 2015 due to higher income, which was partially offsetby a 70% increase in combined deferred income tax from P57.2 million in fiscal 2014 to P96.8 million in fiscal2015, primarily resulting from increased impairment of inventories and increased balance sheet provisions.

Combined net income. Combined net income for fiscal 2015 increased significantly from combined net incomeof P506.6 million in fiscal 2014 to combined net income of P2,183.4 million in fiscal 2015, primarily due to animproved gross profit margin and gain on sale of investment in shares of stock in connection with theReorganization, which was partially offset by increased income tax expense. As a percentage of net sales,combined net income increased from 2.6% in fiscal 2014 to 9.1% in fiscal 2015.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Net sales. Combined net sales increased 16.2%, from P16,776.6 million in fiscal 2013 to P19,496.6 million infiscal 2014. The increase was primarily attributable to a 15.8% increase in the volume of cement sold and a 3%increase in our average sales price for cement. According to the Philippine National Statistical CoordinationBoard, gross value added in construction (at current prices) in the Philippines increased 12.6% in 2014 comparedwith 2013, due to a 16.3% increase in private sector construction and a 1.0% increase in public sectorconstruction. We believe that our net sales grew at a faster rate than the overall market primarily as a result of ourinvestments in our production capacity and distribution network.

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Cost of sales. Combined cost of sales increased 14.5% from P9,075.5 million in fiscal 2013 to P10,391.7million in fiscal 2014 due to the increased volume of cement sold. As a percentage of combined net sales,combined cost of sales decreased from 54.1% in fiscal 2013 to 53.3% in fiscal 2014, primarily due to improvedoperating efficiency and more efficient use of energy at our plants, in addition to reduced prices for electricityand fuel, while prices for raw materials were generally stable.

Gross profit. For the reasons explained above, combined gross profit increased 18.2% from P7,701.1 million infiscal 2013 to P9,104.9 million in fiscal 2014. As a percentage of combined net sales, combined gross profitincreased from approximately 45.9% in fiscal 2013 to 46.7% in fiscal 2014. The increase in combined grossprofit as a percentage of combined net sales was mainly driven by a decrease in combined cost of sales as apercentage of combined net sales.

Operating expenses. Combined operating expenses increased 18.9%, from P6,911.3 million in fiscal 2013 toP8,214.1 million in fiscal 2014, due to a 15.1% increase in combined administrative and selling expenses fromP4,473.1 million in fiscal 2013 to P5,147.3 million in fiscal 2014 and a 25.8% increase in combined distributionexpenses from P2,438.1 million in fiscal 2013 to P3,066.8 million in fiscal 2014. Combined administrative andselling expenses as a percentage of combined net sales decreased from 26.7% in fiscal 2013 to 26.4% in fiscal2014, primarily because combined administrative services increased at a slower rate than combined net sales.Combined distribution expenses as a percentage of combined net sales increased from 14.5% in fiscal 2013 to15.7% in fiscal 2014 primarily resulting from lower utilization of our fleet (which we expanded in fiscal 2014),due in part, to Typhoon Yolanda (Haiyan).

Operating income before other expenses, net. For the reasons discussed above, combined operating incomebefore other expenses, net increased 12.8% from P789.8 million in fiscal 2013 to P890.8 million in fiscal 2014.As a percentage of combined net sales, combined operating income before other expenses, net decreasedmarginally from 4.7% in fiscal 2013 to 4.6% in fiscal 2014 due to a decrease in combined cost of sales as apercentage of combined net sales.

Other income (expenses), Net. Combined other expense, net, decreased 54.0% from P128.7 million in fiscal2013 to P59.2 million in fiscal 2014. In fiscal 2013, combined other expense, net was impacted by the scrappingof certain equipment at our plants and impairment losses on machinery and equipment in connection with areview of our asset base.

Financial expenses and other financial expenses, net. Combined financial expenses and other financialexpenses, net increased significantly from P24.4 million in fiscal 2013 to P58.5 million in fiscal 2014, primarilydue to interest in connection with a US$40 million credit line that we entered into with CEMEX Hungary KFTon October 1, 2014.

Foreign exchange gain (loss). A loss of P17.2 million was reported in fiscal 2014 compared with a gain ofP277.7 million in fiscal 2013, primarily as a result of depreciation of the Philippine Peso against the U.S. dollarand a combined net liability in foreign currency of US$12.0 million as of December 31, 2014 compared with acombined net asset in foreign currency of US$50.5 million as of December 31, 2013, in each case relating to ourparticipation in CEMEX’s liquidity management program.

Income tax. Combined income tax expense decreased 45.9% from P461.0 million in fiscal 2013 toP249.3 million in fiscal 2014, primarily as a result of a combined deferred income tax benefit of P57.2 millionin fiscal 2014 compared with a combined deferred income tax expense of P318.6 million in fiscal 2013. Theeffect of combined deferred tax expense was partially offset by a 115.3% increase in combined current taxexpense from P142.4 million in fiscal 2013 to P306.5 million in fiscal 2014 due to higher combined income.Our combined deferred income tax benefit in fiscal 2014 primarily resulted from our combined unrealizedforeign exchange gain, which resulted in a combined deferred income tax benefit of P47.2 million. Thecombined deferred income tax expense in fiscal 2013 primarily resulted from the consumption of prepaid taxfrom previous periods, which resulted in a combined deferred tax expense of P147.7 million, in addition to areversal of temporary differences primarily relating to allowance on receivables and inventories.

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Combined net income. For the reasons described above, combined net income for fiscal 2014 increased 11.7%,from combined net income of P453.4 million in fiscal 2013 to combined net income of P506.6 million in fiscal2014. As a percentage of combined net sales, combined net income was relatively stable at 2.7% in fiscal 2013and 2.6% in fiscal 2014.

Liquidity and Capital Resources

Operating Activities

We have satisfied our operating liquidity needs primarily through our operations and expect to continue to do sofor both the short and long-term. Although cash flow from our operations has historically met our overallliquidity needs for operations, servicing debt and funding capital expenditures, our operations are exposed torisks from changes in price, interest rates, inflation, governmental spending, social instability and other political,economic and/or social developments in Philippines, any one of which may materially impact our net income andcash from operations. Consequently, in order to meet our liquidity needs, we also rely on cost-cutting andoperating improvements to optimize capacity utilization and maximize profitability, as well as borrowing undercredit facilities, proceeds of debt and proceeds from asset sales. Our combined net cash flow provided byoperating activities before interest and income taxes was P2,030.9 million for fiscal 2013, P698.4 million forfiscal 2014 and P3,091.7 million for fiscal 2015 and our consolidated net cash flow provided by operatingactivities before interest and income taxes was P1,675.8 million for the three months ended March 31, 2016. Ourmanagement is of the opinion that working capital is sufficient for our present requirements.

Together with CEMEX companies, we participate in a liquidity management program pursuant to which weinvest excess liquidity with CEMEX and have the flexibility to borrow from CEMEX to meet our own liquidityneeds. Amounts that we invest or borrow under this liquidity management program are denominated in U.S.dollars. Certain of these amounts bear interest while others do not bear interest, and certain of these amounts aresecured, while others are unsecured.

Sources and Uses of Cash

Our review of sources and uses of resources below refers to nominal amounts included in our combinedstatements of cash flows for fiscal 2013, fiscal 2014 and fiscal 2015 and our consolidated statement of cash flowsfor the three months ended March 31, 2016.

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Our primary sources and uses of cash for fiscal 2013, fiscal 2014 and fiscal 2015 and the three months endedMarch 31, 2016 were as follows:

For the Year Ended December 31, For the ThreeMonths EndedMarch 31, 20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Operating activitiesNet income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.4 506.6 2,183.3 214.3Non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,372.9 1,102.7 1,150.0 684.3Changes in working capital, excluding income taxes . . . . . . . . . . . 204.7 (910.9) (241.6) 777.2

Net cash flows provided by operations before interest and incometaxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,030.9 698.4 3,091.7 1,675.8

Financial expense and income taxes paid in cash . . . . . . . . . . . . . . (167.4) (140.6) (540.8) —

Net cash flows provided by operating activities . . . . . . . . . . . . . . . 1,863.6 557.8 2,550.9 1,675.8Investing activitiesCash and cash equivalents acquired through business

combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 3,687.6Property, machinery and equipment, net . . . . . . . . . . . . . . . . . . . . . (2,574.8) (2,228.3) (899.3) (33.5)Related parties loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717.3 1,073.0 1,180.2 —Collection from sale of investments in shares of stock, net . . . . . . — — — 1,472.4Long term assets and others, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.8) (97.7) (42.3) 38.6

Net cash flows provided by (used in) investing activities . . . . . . . . (1,870.3) (1,253.0) 238.6 5,165.1

Financing activitiesRelated parties debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3 942.5 — 14.1Deposits received for future stock subscription . . . . . . . . . . . . . . . — — — 2,819.9Payment of dividends with related parties . . . . . . . . . . . . . . . . . . . — — (474.8) —Non-current liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.7) (11.2) — —Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 — 853.1 28.2

Net cash flows provided by financing activities . . . . . . . . . . . . . . . 5.0 931.3 378.3 2,862.2

Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . (1.7) 236.1 3,167.8 9,703.2Cash conversion effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.5) (4.8) (19.3) (259.5)Cash and cash equivalents at beginning of period . . . . . . . . . . . . . 330.0 307.8 539.1 4.9

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . 307.8 539.1 3,687.6 9,448.6

Three Months Ended March 31, 2016. In the three months ended March 31, 2016, excluding the negativeforeign currency effect of our initial consolidated balances of cash and cash equivalents disbursed during theperiod of P259.5 million, there was an increase in our consolidated cash and cash equivalents ofP9,703.2 million.

For the three months ended March 31, 2016, our consolidated net cash flows provided by operating activitiesafter financial expense and income taxes paid in cash were P1,675.8 million, primarily comprising consolidatednet income of P214.3 million, a decrease in consolidated working capital of P777.2 million, consolidateddepreciation of P305.0 million, consolidated financial expenses and other financial expenses and unrealizedforeign exchange result of P237.2 million and income taxes of P109.6 million.

For the three months ended March 31, 2016, our consolidated net cash flows provided by investing activitieswere P5,165.1 million, primarily comprising cash and cash equivalents acquired through business combinationof P3,687.6 million and collection from sale of investments in shares of stock, net of P1,472.4 million.

For the three months ended March 31, 2016, our consolidated net cash flows provided by financing activitieswere P2,862.2 million, primarily comprising deposits received for future stock subscription for an aggregateamount of P2,819.9 million.

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Fiscal 2015. In fiscal 2015, excluding the negative foreign currency effect of our initial combined balances ofcash and cash equivalents disbursed during the period of P19.3 million, there was an increase in our combinedcash and cash equivalents of P3,167.8 million.

In fiscal 2015, our combined net cash flows provided by operating activities after financial expense and incometaxes paid in cash were P2,550.9 million, primarily comprising combined net income of P2,183.3 million,combined depreciation of P873.0 million and combined income taxes of P661.3 million, which was partiallyoffset by results from the sale of assets of P771.8 million, income taxes paid in cash of P490.8 million and cashflows applied to a decrease in working capital (excluding income taxes) of P241.6 million primarily due to adecrease in related parties loans, net, which were partially offset by reduced inventories and increased tradepayables.

In fiscal 2015, our combined net cash flows provided by investing activities was P238.6 million, primarilycomprising related parties loans of P1,180.2 million, which were partially disbursed to purchase and acquireproperty, machinery and equipment, net, and long term assets and others, net of P941.6 million.

In fiscal 2015, our combined net cash flows provided by financing activities were P378.3 million, primarilycomprising issuance of common stocks for an aggregate amount of P853.1 million, which were partiallydisbursed mainly to pay dividends due to related parties of P474.8 million.

Fiscal 2014. In fiscal 2014, excluding the negative foreign currency effect of our initial combined balances ofcash and cash equivalents generated during the period of P4.8 million, there was an increase in our combinedcash and cash equivalents of P236.1 million.

In fiscal 2014, our combined net cash flows provided by operating activities after financial expense and incometaxes paid in cash were P557.8 million primarily comprising combined net income of P506.6 million, combineddepreciation of P708.3 million and combined income taxes of P249.3 million, which were partially offset bycash flows applied to an increase in working capital (excluding income taxes) of P910.9 million, primarily due toincreased inventories and other accounts receivable and other current assets and decreased trade payables.

In fiscal 2014, our combined net resources used in investing activities were P1,253.0 million, primarilycomprising the purchase and acquisition of property, machinery and equipment, net and long term assets andothers, net for an aggregate amount of P2,326.0 million, which were partially offset in connection withdrawdowns of related parties loans, net, of P1,073.0 million.

In fiscal 2014, our combined net cash flows provided by financing activities were P931.3 million, primarilycomprising drawdowns of related parties debt, net, of P942.5 million partially disbursed in connection with non-current liabilities, net, for an amount of P11.2 million.

Fiscal 2013. In fiscal 2013, excluding the negative foreign currency effect of our initial combined balances ofcash and cash equivalents generated during the period of P20.5 million, there was a decrease in combined cashand cash equivalents of P1.7 million.

In fiscal 2013, our combined net cash flows provided by operating activities after financial expense and incometaxes paid in cash were P1,863.6 million, primarily comprising combined net income of P453.4 million,combined depreciation of P636.8 million, combined income taxes of P461.0 million and a reduction in workingcapital (excluding income taxes) of P204.7 million primarily due to increased trade payables, which was offsetby decreased inventories and trade receivables, net.

In fiscal 2013, our combined net cash flows used in investing activities were P1,870.3 million, primarilycomprising the purchase and acquisition of property, machinery and equipment, net, and long-term assets andothers, net, for an aggregate amount of P2,587.6 million, which was partially offset by a drawdown of relatedparties loans of P717.3 million.

In fiscal 2013, our combined net cash flows provided by financing activities were P5.0 million primarilycomprising drawdowns of related party debt.

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Capital Expenditures

Our combined capital expenditures include expenditures for property, machinery and equipment and constructionin progress, and comprise expansion capital expenditures, which expand our production capacity, andmaintenance capital expenditures, which do not expand our production capacity.

The following table sets forth certain details with respect to our combined capital expenditures for the periodsindicated:

For the Year Ended December 31, For the ThreeMonths EndedMarch 31, 20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.7 45.4 51.5 —Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159.9 66.6 444.7 —Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,938.6 2,293.0 549.8 44.8

Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8

For the Year Ended December 31, For the ThreeMonths EndedMarch 31, 20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Expansion capital expendituresAPO Cement plant expansion . . . . . . . . . . . . . . . . . . . . . . . . . 1,716.4 1,582.5 68.0 —Solid Cement plant expansion . . . . . . . . . . . . . . . . . . . . . . . . . — — 18.4 7.9Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.0 137.3 53.1

Total Expansion capital expenditures . . . . . . . . . . . . . . . . . . . 1,757.4 1,719.8 139.5 7.9Maintenance capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . 457.8 685.2 906.5 36.9

Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,215.2 2,405.0 1,046.0 44.8

For fiscal 2013, fiscal 2014 and fiscal 2015, we recognized P2,215.2 million, P2,405.0 million andP1,046.0 million in combined capital expenditures, respectively, and for the three months ended March 31, 2016we recognized P44.8 million in consolidated capital expenditures. We currently expect to make total capitalexpenditures in fiscal 2016 (including P44.8 million of capital expenditures recognized for the three monthsended March 31, 2016) of approximately P2,400.0 million, including P667.9 million of maintenance capitalexpenditures.

Indebtedness

As of December 31, 2014, we had P3,573.7 million of total combined payable to related parties, of whichP2,631.8 million were short-term and P941.9 were long-term. As of December 31, 2015, we hadP1,606.7 million of total combined payable to related parties, of which P619.7 million were short term andP987.0 million were long-term. As of March 31, 2016, we had P50,391.8 million of total consolidated payableto related parties, of which P49,411.4 million were short-term and P980.4 million were long-term.

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The following table sets forth certain details of our payables to related parties as of the dates specified.

As of December 31, For the ThreeMonths EndedMarch 31, 20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Payable—currentCEMEX Asia Pacific Investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . 1,114.5 1,114.5 — —Transenergy, Inc.(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261.6 479.3 406.1 740.1CEMEX Asia Pte. Ltd(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275.2 342.2 109.0 82.0CEMEX Asia Holdings, Ltd.(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290.0 290.0 — —LAI, Ltd(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.9 184.9 — —ALQC(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.6 97.9 44.5 40.8CEMEX Research Group, AG(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57.2 34.0 9.7 665.8Impact Assets Corporation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.6 32.6 — —IQAC(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 20.3 9.8 36.6New Sunward Holding BV(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 47,825.1

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.6 36.0 40.6 21.0

Payable—non currentCEMEX Hungary KFT(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 941.9 987.0 —

CEMEX Asia B.V(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 966.6CEMEX Asia B.V(10) 13.8Total accounts payable to related parties . . . . . . . . . . . . . . . . . . . . . . 2,341.4 3,573.6 1,606.7 50,391.8

(1) These balances are generated from cash advances which are noninterest-bearing, due on demand, unsecured and not impaired.

(2) These balances are generated from purchase of raw materials with a term of 30 days, no interest and unsecured.

(3) These balances are generated from administrative services received by us, which have a term of 30 days, are noninterest-bearing andunsecured.

(4) These balances pertain to dividends payable to LAI, Limited by a former shareholder of Solid Cement’s predecessor-in-interest, RizalCement. These balances were assigned to CEMEX Asia Holdings, Ltd. to hold in trust for LAI, Limited. The balances are payable ondemand, noninterest-bearing and unsecured.

(5) As of December 31, 2014, ALQC was a majority-owned subsidiary of Edgewater Ventures Corporation, which in turn indirectly owned a60% equity interest in APO Cement. As a part of the Reorganization, Edgewater Ventures Corporation sold all of its shares in ALQC toImpact Assets. The balances include: (a) land rental with a 30-day term amounting to P62.1 million and P2.9 million as of December 31,2014 and March 31, 2016, respectively; (b) purchase of raw materials with a 30-day term amounting to P20.3 million, P24.1 million,P33.5 million and P27.0 million, as of December 31, 2013, 2014, 2015 and March 31, 2016, respectively; (c) cash advances ofP10.3 million, P11.7 million, P11.0 million and P10.2 million as of December 31, 2013, 2014, 2015 and March 31, 2016, respectivelywhich are payable on demand; and (d) non-trade transactions amounting to P0.7 million as of March 31, 2016. These transactions areunsecured and without interest.

(6) These balances are generated from our license fees, which have a term of 30 days, are noninterest-bearing and unsecured.

(7) As of December 31, 2014, IQAC was a subsidiary of Solid Cement. As a part of the Reorganization, Solid Cement sold all of its shares inIQAC to Albatross Holdings. These balances include: (a) unsecured payable arising from purchase of raw materials with a 30-day termand no interest amounting to P9.2 million, P8.2 million, P8.9 million and P15.7 million as of December 31, 2013, 2014 and 2015 andMarch 31, 2016, respectively; and (b) unsecured payable arising from land rental with a 30-day term and no interest amounting toP12.0 million, P0.9 million and P20.9 million as of December 31, 2014 and 2015 and March 31, 2016, respectively.

(8) The balance includes the outstanding liability from the acquisition of our operating subsidiaries comprising: (a) P41,508.8 million for theassignment of shares from CEMEX Asia Holdings, Ltd., (b) P1,579.1 million for the assignment of shares from CEMEX Asia PacificInvestment, and (c) P4,737.3 million for the assignment of shares from CEMEX Asia B.V. Effective March 1, 2016, the receivable ofthese related parties from us was assigned to New Sunward Holding B.V. The liability is noninterest-bearing, due on demand andunsecured.

(9) The non-current payable to CEMEX Hungary KFT bears interest equal to six-month LIBOR plus 450 basis points and is due in 2019. InJanuary 2016, our loan from CEMEX Hungary KFT was assigned by CEMEX Hungary KFT to CEMEX Asia B.V. at the same terms.

(10) On December 15, 2015, we obtained a credit line of up to U.S.$100 million from CEMEX Asia BV, which will mature inDecember 2018 and bears interest at a rate equal to six month LIBOR plus 369 points in 2016.

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We maintain omnibus and promissory note lines with BDO, Security Bank and MetroBank amounting toP1,450.0 million as of December 31, 2015 and March 31, 2016. As of December 31, 2013, 2014 and 2015, noamount was outstanding under these facilities. As of March 31, 2016 P62.7 million was outstanding under theBDO facility.

Trend Information

Other than as disclosed elsewhere in this Prospectus, we are not aware of any trends, uncertainties, demands,commitments or events for the year ended December 31, 2015 or the three months ended March 31, 2016 that arereasonably likely to have a material and adverse effect on our net sales, income, profitability, liquidity or capitalresources, or that would cause the disclosed financial information to be not necessarily indicative of future resultsof operations or financial conditions.

Summary of Material Contractual Obligations and Commercial Commitments

As of December 31, 2013, 2014, 2015 and March 31, 2016, we had material contractual obligations as set forthin the table below.

As ofDecember 31,

2013

As ofDecember 31,

2014

As ofDecember 31,

2015 As of March 31, 2016

Total Total Total

Due inless

than 1year

Due in1-5

years

Due inmore than

5 years Total

(Combined) (Consolidated)(in millions of Philippine Pesos)

Long-term payables to relatedparties(1). . . . . . . . . . . . . . . . . — 1,169.2 1,169.3 52.8 1,116.4 — 1,169.2

Operating leases(2) . . . . . . . . . . 196.8 661.8 2,719.6 254.5 863.1 1,917.6 3,035.2Pension plans and other

benefits(3) . . . . . . . . . . . . . . . 422.0 451.2 605.4 32.0 187.1 448.2 667.3.

Total contractualobligations . . . . . . . . . . . . 618.8 2,282.2 4,494.3 339.3 2,166.6 2,365.8 4,871.7

(1) On October 1, 2014, APO Cement obtained a credit line of up to US$40 million from CEMEX Hungary KFT, which bears interest at arate equal to six-month LIBOR plus 450 basis points and is due in 2019. On January 1, 2016 this credit line was transferred toCEMEX Asia BV. On December 15, 2015, Solid Cement obtained a credit line of up to US$100 million from CEMEX Asia BV, whichmatures in December 2018 and bears interest at a rate equal to six-month LIBOR plus 369 points.

(2) The amounts of payments under operating leases have been determined on the basis of nominal cash flows. Our operating leaseobligations as of March 31, 2016 comprise P2,255.7 million in respect of land leases, P397.8 million in respect of vessel leases,P150.8 million in respect of office leases and P230.8 million in respect of warehouse leases. Combined rental expenses for fiscal 2013,fiscal 2014 and fiscal 2015 were P72.0 million, P182.0 million and P183.0 million, respectively, and consolidated rental expenses forthe three months ended March 31, 2016 were P45.2 million.

(3) Represents the estimated yearly payments for employee benefits over the next 10 years. Future payments include an estimation of newpensioned personnel over those years.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on ourfinancial condition, operating results and liquidity or capital resources.

Qualitative and Quantitative Market Disclosure

Interest Rate Risk, Foreign Currency Risk, Credit Risk and Liquidity Risk

Our management has overall responsibility for the development, implementation and monitoring of theconceptual framework and policies for an effective risk management.

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Our risk management policies are intended to: (a) identify and analyze the risks we face; (b) implementappropriate risk limits and controls; and (c) monitor the risks and the compliance with the limits. Policies andrisk management systems are regularly reviewed to reflect changes in market conditions and in the our activities.By means of our policies and procedures for risk management, we aim to develop a disciplined and constructivecontrol environment where all of our employees understand their roles and obligations.

Interest Rate Risk. We are currently exposed to interest rate risk primarily in connection with our investment inNew Sunward Holding B.V, with an interest rate equivalent to the higher of Western Asset Institutional LiquidReserves Fund (“WAILRF”) rate minus 10 basis points or zero interest. We are also exposed to interest rate riskon our long-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest ratesequivalent to six-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively.Our exposure to interest rate fluctuations is not significant. See “Risk Factors—Risks Relating to ourBusiness—Our results of operations could be affected by fluctuations in interest rates.”

Foreign Currency Risk. Foreign currency risk is the risk that the fair value of the future cash flows of afinancial instrument will fluctuate in relation to changes in exchange rates. Our exposure to the risk of changes inforeign exchange rates relates mainly to our operational activities and financial liabilities. Our revenues and costsare generated and settled mainly in Philippine Pesos. For each of fiscal 2013, fiscal 2014 and fiscal 2015, lessthan 1% of our combined net sales, before eliminations, were generated in U.S. dollars, and for the three monthsended March 31, 2016 less than 1% of our consolidated net sales were generated in U.S. dollars. We do notcurrently intend to hedge the foreign currency risk associated with our US$353.0 million Long-Term Loan fromNew Sunward Holding B.V. We intend to hedge our foreign currency risk associated with our Short-Term Loanfrom New Sunward Holding B.V., which is denominated in U.S. dollars, prior to the Offer and we may do sowith any CEMEX subsidiary, including the Principal Shareholder, or a third-party financial institution. We haveentered into the BDO Facility, pursuant to which BDO has made the BDO Loan, which is denominated inPhilippine Pesos, available to us for purposes of refinancing a portion of our Short-Term Loan from NSH. See“—Recent Development”.

However, as of December 31, 2013, 2014 and 2015, approximately 14%, 36% and 35%, respectively, of ourcombined financial obligations, which include related party loans, were denominated in U.S. dollars, and as ofMarch 31, 2016, approximately 2.5% of our consolidated financial obligations, which include related party loans,were denominated in U.S. dollars. Therefore, we had an exposure arising from these dollar-denominatedfinancial obligations as compared to the Philippine Peso, which is the currency in which the majority of ourrevenues are generated. Our only revenues denominated in U.S. dollars to cover such dollar-denominatedobligations are those generated by exports. As of December 31, 2013, 2014 and 2015 and March 31, 2016, wehad not implemented any derivative financing hedging strategy to address this foreign currency risk.

Foreign exchange fluctuations occur when we incur monetary assets and/or liabilities in a currency different fromour functional currency, which is the Philippine Peso. These translation gains and losses are recognized in ourcombined income statements.

As of December 31, 2013, 2014 and 2015 (on a combined basis) and March 31, 2016 (on a consolidated basis), asummary of the quantitative information on our exposure to foreign currencies that has been provided to ourmanagement on the basis of our risk management policy is as follows:

As of December 31, As of March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of U.S. dollars)

Related parties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.3 (3.8) 40.6 172.0Trade Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.1 — —Trade payables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.7) (8.2) (4.9) (5.2)

Net assets (liabilities) in foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . 50.6 (11.9) 35.7 166.8

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For the management of foreign currency risks, we intend to reduce the impact of short-term fluctuations in ourcombined profits. A hypothetical 1% instant appreciation of the U.S. dollar against the Philippine Peso, with allother variables held constant, would have the decreased our combined net income for fiscal 2013, fiscal 2014 andfiscal 2015 by P22.4 million, P5.3 million and P16.8 million, respectively, in each case due to higher foreignexchange losses on U.S. dollar-denominated net monetary liabilities held by combined entities with functionalcurrencies other than the Philippine Peso. A hypothetical 1% instant appreciation of the U.S. dollar against thePhilippine Peso, with all other variables held constant, would have decreased our consolidated net income for thethree months ended March 31, 2016 by P53.8 million due to higher foreign exchange losses onU.S. dollar-denominated net monetary liabilities held by consolidated entities with functional currencies otherthan the Philippine Peso. Conversely, a hypothetical 1% instant depreciation of the U.S. dollar against thePhilippine peso would have had the opposite effect.

Credit Risk. Credit risk is the risk of financial loss we face if a customer or counterpart of a financialinstrument does not meet its contractual obligations. Our credit risk originates mainly from trade accountsreceivable. As of March 31, 2016, the maximum exposure to credit risk is represented by the balance of financialassets. Management has developed policies for the authorization of credit to customers. The exposure to creditrisk is constantly monitored according to the behavior of payment of our debtors. Credit is assigned on acustomer-by-customer basis and is subject to assessments that consider the customers’ payment capacity, as wellas past behavior regarding due dates, balances past due and delinquent accounts. In cases deemed necessary,management requires guarantees from our customers and financial counterparties with regard to financial assets.

Our management has established a policy of low risk which analyzes the creditworthiness of each new clientindividually before offering the general conditions of payment terms and delivery. The review includes externalratings, when references are available, and in some cases bank references. Threshold of purchase limits areestablished for each client, which represent the maximum purchase amount that requires different levels ofapproval. Customers who do not meet the solvency requirements imposed by us can only carry out transactionswith us by paying cash in advance.

The aging of trade and other accounts receivable as of each balance sheet date was as follows:

As of December 31, As of March 31,20162013 2014 2015

(Combined) (Consolidated)(in millions of Philippine Pesos)

Neither past due, nor impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 677.9 722.4 2,112.3 993.1Past due less than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177.9 225.8 105.4 28.6Past due more than 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.2 55.4 54.7 34.6

911.0 1,003.6 2,272.4 1,056.3

Considering our best estimates of potential losses based on an analysis of aging and considering management’srecovery efforts, our combined allowance for doubtful accounts as of December 31, 2013, 2014 and 2015amounted to P35.4 million, P54.2 million and P70.6 million, respectively, and our consolidated allowance fordoubtful accounts as of March 31, 2016 was P6.8 million.

Financial assets are classified either as high grade quality or standard quality. High grade quality financial assetsare those assessed as having minimal credit risk. Trade and other accounts receivable that are neither past due norimpaired are of high grade quality. Other financial assets are classified as standard quality. Standard gradequality financial assets are those assessed as having minimal to regular instances of payment default due toordinary/common collection issues. These accounts are typically not impaired as the counterparties generallyrespond to credit actions and update their payments accordingly.

The credit quality of financial assets that were neither past due nor impaired are determined as follows:

• Cash in banks, cash equivalents and long-term time deposits are based on the credit standing or rating of thecounterparty.

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• Total receivables, amounts due from related parties and long-term loan receivable are based on a combinationof credit standing or rating of the counterparty, historical experience and specific and collective credit riskassessment.

Accounts receivable (on a combined basis) that are neither past due nor impaired increased from P722.4 millionas of December 31, 2014 to P2,112.3 million as of December 31, 2015 due to the divestment of our equityparticipation in ALQC, IQAC, Rivendell Holdings Corporation and Gandalf Holdings Corporation in connectionwith the Reorganization and decreased to P993.1 million (on a consolidated basis) as of March 31, 2016 due toour receipt of an amount receivable in connection with the divestment of our equity participation in ALQC,IQAC, Rivendell Holdings Corporation and Gandalf Holdings Corporation in connection with theReorganization.

Liquidity risk. Liquidity risk is the risk that we will not have sufficient funds available to meet our obligations.We have fulfilled our operational liquidity needs primarily through our own operations and we expect to continueto do so for both the short and long-term. Although cash flow from our operations has historically covered ouroverall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, we faceexposure 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 inthe Philippines, any one of which may materially decrease our net income and reduce cash from operations.Accordingly, in order to meet our liquidity needs, we also rely on cost-cutting and operating improvements tooptimize capacity utilization and maximize profitability. Our combined net cash flows provided by operatingactivities for fiscal 2013, fiscal 2014 and fiscal 2015, as presented in our combined statements of cash flows,were P1,863.6 million, P557.8 million and P2,550.9 million, respectively, and our consolidated net cash flowsprovided by operating activities for the three months ended March 31, 2016, as presented in our consolidatedstatement of cash flows, were P1,675.8 million. Our trade payables, payables to related parties, taxes payableand other accounts payable and accrued expenses are expected to be settled within one year.

Capital management

Our objectives when managing capital are to increase the value of our shareholders’ investment and maintainhigh growth by applying free cash flow to selective investments. The strategies of our company are set with theobjective of establishing a versatile and resourceful financial management and capital structure.

Our President has overall responsibility for the monitoring of capital in proportion to risk. Profiles for capitalratios are set in the light of changes to our external environment and the risks underlying the our businessoperations and industry. Our capital is defined as “Stockholders’ Equity” as shown in the combined statements offinancial position of the Audited Combined Historical Financial Statements and Audited Interim ConsolidatedFinancial Statements included elsewhere in this Prospectus.

We are not subject to externally imposed capital requirements.

Divestitures

In fiscal 2013, fiscal 2014 and fiscal 2014, we sold assets for P242.6 million, P18.8 million and P558.2 million,respectively, primarily comprising non-core businesses and machinery and equipment. We did not divest anyassets during the three months ended March 31, 2016.

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CEMEX’s Credit Agreement Limitations Affecting Us

We are prohibited by the Framework Agreement from taking any actions that could reasonably result in CEMEXbeing in breach of, or in default under, any contract or agreement, including the Credit Agreement. The CreditAgreement contains certain covenants that limit CEMEX’s ability to permit us to take certain actions, including,but not limited to, the following (subject to certain limited exceptions):

Negative Pledge. We are limited in our ability to create liens, except for the following (among others):

• liens on our shares created by virtue of such shares being held on trust for the holders of the convertiblesecurities pending exercise of any conversion option related to executive compensation plans, where such lienis customary for such transaction;

• liens created over our assets in connection with indebtedness incurred for the purposes of financing certain(i) capital expenditures, (ii) joint venture investment and (iii) acquisitions by us or our subsidiaries, in anamount not to exceed the amount of such capital expenditure, joint venture or acquisition being incurred(provided that the aggregate amount may not exceed US$500.0 million (or its equivalent));

• liens for taxes, assessments and other governmental charges the payment of which is being contested in goodfaith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves orother appropriate provision, if any, as shall be required by accounting principles applicable to CEMEX shallhave been made;

• liens created pursuant to or in connection with any netting or set-off arrangements entered into in theordinary course of trading (including any cash pooling or cash management arrangements in place with abank or financial institution that constitute indebtedness permitted to be incurred under the CreditAgreement);

• statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in theordinary course of business for sums not yet due or the payment of which is being contested in good faith byappropriate proceedings promptly initiated and diligently conducted and for which such reserves or otherappropriate provision, if any, as shall be required by accounting principles applicable to CEMEX shall havebeen made;

• liens incurred or deposits made in the ordinary course of business in connection with (1) workers’compensation, unemployment insurance and other types of social security, or (2) other insurance maintainedin accordance with the Credit Agreement;

• attachment or judgment liens, unless the judgment it secures shall not, within 60 days after the entry thereof,have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within60 days after the expiration of any such stay; and

• certain liens in existence on September 29, 2014.

Financial Indebtedness. We are limited in our ability to incur indebtedness, except for the followingindebtedness (among others):

• indebtedness incurred by us and our subsidiaries for the purposes of financing certain capital expenditures,joint venture investments and acquisitions by us and our subsidiaries in an amount not to exceed the amount ofsuch capital expenditure, joint venture investment or acquisition being incurred (provided that the aggregateamount may not exceed US$500.0 million (or its equivalent));

• certain indebtedness existing as of September 29, 2014;

• indebtedness that is owed to CEMEX or to us;

• indebtedness that becomes indebtedness solely as a result of a change in accounting rules applicable toCEMEX and that existed prior to such change (and any replacements thereof or indebtedness incurred onsubstantially the same terms thereof);

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• indebtedness under any derivatives transaction (i) entered into, sold or purchased at arm’s-length and incompliance with all applicable laws, rules and regulations, with respect to which all parties and credit supportproviders are CEMEX and/or us; or (ii) entered into, sold or purchased at then prevailing market rates and notfor speculative purposes that is solely an interest rate, currency or commodity derivative (or a combinationthereof) or that is a commodity contract or agreement with respect to which all parties and credit supportproviders are not financial institutions, and which is entered into (x) for the purpose of managing a specific riskassociated with an asset, liability, income or expense owned, incurred, earned or made or reasonably likely tobe owned, incurred, earned or made by us or our subsidiaries and (y) in the ordinary course of business;

• indebtedness incurred pursuant to or in connection with any cash pooling or other cash managementarrangements in place with a bank or financial institution, but only to the extent of offsetting credit balances ofCEMEX and/or us pursuant to such cash pooling or other cash management arrangement; and

• indebtedness for taxes levied, assessments due and other governmental charges required to be paid as a matterof law or regulation in the ordinary course of trading.

Mergers. We are limited in our ability to enter into amalgamations, demergers, mergers, fusiones, escisiones orother corporate reconstructions, except between us and CEMEX and among us.

Change of Business. We are limited in our ability to change the general nature of our business from that carriedon at the date of the Credit Agreement.

Payment Restrictions Affecting Subsidiaries. We are limited in our ability to enter into agreements that restrictour ability to declare or pay dividends or repay or capitalize intercompany debt, except for the following:

• agreements relating to the transfer of receivables and related assets in connection with a receivablessecuritization program permitted under the Credit Agreement provided that such agreements are customarilyrequired by the institutional sponsor or arranger of such receivables securitization program in similar types ofarrangements;

• customary provisions in joint venture agreements relating to dividends or other distributions in respect of suchjoint venture;

• restrictions on distributions that are the subject of agreements to sell or otherwise dispose of stock or assetspending such sale or disposition;

• our debt repayments to CEMEX; and

• our entry into a working capital facility permitted under the Credit Agreement that restricts our ability to paydividends or repay or capitalize our indebtedness to CEMEX at any time.

Acquisitions. We are limited in our ability to acquire assets, except that we may (among other things) acquireassets, a company, shares, securities or a business or undertaking (or, in each case, any interest in any of them),provided that the aggregate amount of the consideration for such acquisitions does not exceed (together with allother amounts in respect of certain capital expenditures, joint venture investments and acquisitions by us thenincurred) US$500.0 million (or its equivalent).

Joint Ventures. We are limited in our ability to enter into or invest in or transfer assets to any joint ventures,except that we may (among other things) enter into or invest in or transfer assets to joint ventures if:

• such joint ventures are (a) in a business substantially the same as that carried on by us or (b) has been approvedby the majority creditors under the Credit Agreement; and

• the aggregate amount (excluding amounts that are funded from the proceeds of certain transactions conductedby us) of (i) the sum of (1) all amounts subscribed for shares in, lent to, or invested in all such joint ventures byCEMEX and/or us, (2) the contingent liabilities of CEMEX under any guarantee given in respect of such jointventures and (3) the market value of any asset transferred by CEMEX to any such joint ventures, minus (ii) upto US$500.0 million (or its equivalent) in any fiscal year that represents all cash amounts received by us or oursubsidiaries (1) relating to dividends, repayment of loans or distributions of any other nature in respect of anysuch joint ventures and (2) as a result of or in relation to any disposals of shares, interests or participations,

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divestments, capital reductions or any similar decreases of interest in any such joint ventures, does not at anytime (together with all other amounts in respect of certain capital expenditures, joint venture investments andacquisitions by us and our subsidiaries then incurred) exceed US$500.0 million (or its equivalent).

Disposals. We are limited in our ability to dispose of certain assets, except (subject to certain conditions) forthe following disposals (among others):

• disposals among us;

• disposals of our shares pursuant to an obligation in respect of an executive compensation plan;

• disposals of obsolete or redundant equipment in the ordinary course of trading;

• disposal to a joint venture permitted under the Credit Agreement;

• disposals of receivables pursuant to a securitization permitted under the Credit Agreement; and

• disposals of land or buildings under a lease or license in the ordinary course of trading.

Guarantees. We are limited in our ability to grant additional guarantees or indemnities, except for (subject tocertain conditions) the following guarantees and indemnities (among others):

• endorsement of negotiable instruments in the ordinary course of trade, but excluding an aval;

• guaranties in connection with joint ventures permitted under the Credit Agreement;

• performance guarantees and bonds entered into in the ordinary course of trade;

• indemnities given to professional advisers on customary terms;

• customary indemnities in connection with permitted purchases or sales of assets in an amount not exceedingthe consideration paid or received; and

• guarantees among us under indebtedness permitted to be incurred under the Credit Agreement.

In addition, CEMEX may transfer or sell assets to us whose aggregate fair market value does not exceedUS$750.0 million from September 29, 2014.

Share Capital. We are limited in our ability to issue shares, except that we may (among other things) issueshares in connection with executive compensation plans, in connection with or in preparation for or pursuant tothe Offer or pursuant to an initial public offering of our ordinary share capital (or equivalent) and the admissionof such share capital to listing and/or trading on any recognized investment exchange or market, taking intoaccount relevant laws, or other offering of our shares.

Treasury Transactions. We are limited in our ability to enter into certain derivatives transactions except(among other things) the Undertaking to Purchase.

Several of the restrictions listed above contain other customary or general qualifications and exceptions whichcan be used by CEMEX and by us.

CEMEX is required to prepay indebtedness under the Credit Agreement or other indebtedness in accordance withthe terms of the Credit Agreement (or, prior to the repayment in full of all indebtedness under the CreditAgreement, transfer to a segregated account, only to be used in prepayment or repayment of indebtedness inaccordance with the Credit Agreement) with, among other things:

• the proceeds from (i) disposals of our assets, undertakings or businesses in excess of US$50.0 million; (ii) aninitial public offering of our ordinary share capital (or equivalent) and the admission of such share capital tolisting and/or trading on any recognized investment exchange or market, taking into account relevant laws(including the proceeds of this Offer), or other offering of our shares; and (iii) any proceeds of any issuance ofequity-linked securities by us that are linked solely to, and result only in the issuance of, equity securities ofCEMEX, where such issue would not lead to 20% or more in voting power of the outstanding voting stock of

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CEMEX being acquired by any person, and that are paid for in full in cash on issue (and, for the avoidance ofdoubt, such securities may be issued with an original issue discount), do not provide for the payment of interestin cash, and that are not redeemable on or prior to July 23, 2020, in each case, after deducting any reasonablefees and expenses and taxes; and

• subject to certain exceptions, the proceeds of indebtedness permitted to be incurred by CEMEX and us underthe Credit Agreement to refinance indebtedness of CEMEX existing as of the date of the Credit Agreement(and which permitted to be refinanced in accordance with the terms of the Credit Agreement) that is incurredfor the purposes of refinancing the indebtedness of CEMEX under the Credit Agreement or not actually appliedto the refinancing or repayment of such existing indebtedness within 120 days after the incurrence thereof.

In addition, the Credit Agreement requires that CEMEX, if it owns (directly or indirectly) any of our shares,ensures that (a) it has the power to (i) cast, or control the casting of, at least 51% of the maximum number ofvotes that might be cast at our general meetings and (ii) appoint or remove all, or the majority, of our directors orother equivalent officers, (b) it has the right to receive at least 51% of all dividends and other distributions inrespect of its equity interests in us and (c) to the extent permitted by CEMEX’s applicable accounting principles,that we are consolidated within the group that constitutes CEMEX for accounting purposes in accordance withCEMEX’s applicable accounting principles (and if we are not consolidated, CEMEX is required to provide to theagent under the Credit Agreement pro forma financial statements for CEMEX).

The Credit Agreement also contains a number of affirmative covenants that, among other things, require CEMEXto provide periodic financial information to its lenders and other customary covenants and obligations with whichCEMEX is required to cause us to comply due to the fact that we are a subsidiary of CEMEX. In addition, theCredit Agreement contains certain financial covenants with which CEMEX is required to comply. 100% of theEBITDA attributable to us shall be counted in the EBITDA for CEMEX for the purposes of calculating suchfinancial covenants so long as CEMEX owns (directly or indirectly) more than 50% of our share capital and weare consolidated within CEMEX for accounting purposes (and at such time as 100% of EBITDA attributed to usis counted in EBITDA of CEMEX, 100% of the debt attributable to us continues to be included when calculatingdebt for CEMEX for the purposes of calculating such financial covenants). Although CEMEX has sought andobtained waivers and amendments to several of their debt instruments relating to a number of financial ratios inthe past, no assurance can be given that it will be able to do so should the need arise in the future. See “RiskFactors—Risks Related to Our Relationship with CEMEX—The Credit Agreement contains several restrictionsand covenants. CEMEX’s failure to comply with such restrictions and covenants could have a material adverseeffect on us.”

We cannot assure you that CEMEX will be able to comply with the restrictive covenants and limitationscontained in the Credit Agreement. CEMEX’s failure to comply with such covenants and limitations could resultin an event of default thereunder, which could materially and adversely affect our business and financialcondition. See “Risk Factors—Risks Related to Our Relationship with CEMEX—The Credit Agreement containsseveral restrictions and covenants. CEMEX’s failure to comply with such restrictions and covenants could have amaterial adverse effect on us.”

CEMEX’s Indenture Limitations Affecting Us

We are prohibited by the Framework Agreement from taking any actions that could reasonably result in CEMEXor any subsidiary of CEMEX being in breach of, or in default under, any contract or agreement, including itsbond indentures. As of the date at the Offer, we and our subsidiaries will still be restricted subsidiaries ofCEMEX under these indentures. Because of our status as a “restricted subsidiary” of CEMEX under theseindentures, the covenants contained in these indentures limit CEMEX’s ability to permit us to take certain actions(subject to certain limited exceptions):

Limitation on Incurrence of Additional Indebtedness. We will not be able to incur indebtedness; however, wewill be allowed to incur specific indebtedness, including the following indebtedness (among others):

• indebtedness of CEMEX and/or any of its restricted subsidiaries outstanding on the issue date of the relevantbonds;

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• hedging obligations, compensation related hedging obligations and any guarantees thereof and anyreimbursement obligations with respect to letters of credit related thereto, in each case entered into by CEMEXand/or any of its restricted subsidiaries; provided that, upon the drawing of such letters of credit, suchobligations are reimbursed within 30 days following such drawing;

• intercompany indebtedness between CEMEX and any restricted subsidiaries or between restricted subsidiaries;

• indebtedness of CEMEX and/or any of its restricted subsidiaries arising from (i) the honoring by a bank orother financial institution of a check, draft or similar instrument inadvertently drawn against insufficient fundsin the ordinary course of business; provided, that such indebtedness is extinguished within five business daysof the incurrence; or (ii) any cash pooling or other cash management agreements in place with a bank orfinancial institution, but only to the extent of offsetting credit balances of CEMEX and/or its restrictedsubsidiaries pursuant to such cash pooling or other cash management agreement;

• indebtedness of CEMEX and/or any of its restricted subsidiaries represented by (i) endorsements of negotiableinstruments in the ordinary course of business (excluding an aval), (ii) documentary credits (including all formsof letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’acceptances, surety or appeal bonds or similar instruments for the account of, or guaranteeing performance by,CEMEX and/or any restricted subsidiary in the ordinary course of business, (iii) reimbursement obligationswith respect to letters of credit in the ordinary course of business, (iv) certain reimbursement obligations withrespect to letters of credit and performance guarantees in the ordinary course of business, (v) other guaranteesby CEMEX and/or any restricted subsidiary in favor of a bank or financial institution in respect of obligationsof that bank or financial institution to a third party in an amount not to exceed US$500 million at any one timeoutstanding; provided that in the case of clauses (ii), (iii) and (iv), upon the drawing of such letters of credit orthe incurrence of such indebtedness, such obligations are reimbursed within 30 days following such drawing orincurrence;

• indebtedness incurred to refinance existing indebtedness;

• capitalized lease obligations, sale and leaseback transactions, export credit facilities with a maturity of at leastone year and purchase money indebtedness of, including guarantees of any of the foregoing by, CEMEX and/orany restricted subsidiary, in an aggregate principal amount at any one time outstanding not to exceedUS$1 billion;

• indebtedness of CEMEX and/or any of its restricted subsidiaries in an aggregate amount not to exceedUS$1 billion at any one time outstanding, provided that no more than US$250 million of such indebtedness atany one time outstanding (excluding any indebtedness under a permitted liquidity facility) may be incurred byrestricted subsidiaries that are not guarantors (such as our Company and our subsidiaries), which amount shallbe increased by the corresponding amount of other indebtedness of restricted subsidiaries other than theguarantors outstanding on the issue date and subsequently repaid from time to time, but in any event not toexceed US$500 million at any one time outstanding;

• (i) indebtedness of CEMEX and/or any of its restricted subsidiaries in respect of factoring arrangements orinventory financing arrangements or (ii) other indebtedness of CEMEX and/or any of its restricted subsidiarieswith a maturity of 12 months or less for working capital purposes, not to exceed in the aggregate at any onetime (calculated as of the end of the most recent fiscal quarter for which consolidated financial information ofCEMEX is available) the greater of: (x) the sum of (i) 20% of the net book value of the inventory of CEMEXand its restricted subsidiaries, and (ii) 20% of the net book value of the accounts receivable of CEMEX and itsrestricted subsidiaries (excluding accounts receivable pledged to secure indebtedness or subject to a qualifiedreceivables transaction) and (y) US$350 million;

• indebtedness of CEMEX and/or any of its restricted subsidiaries for taxes levied, assessments due and othergovernmental charges required to be paid as a matter of law or regulation in the ordinary course of business;

• acquired indebtedness of CEMEX and/or any of its restricted subsidiaries in an aggregate amount at any onetime outstanding not to exceed $100 million; and

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• (i) any indebtedness that constitutes an investment that CEMEX and/or any of its restricted subsidiaries iscontractually committed to incur as of the issue date of the relevant bond in any person (other than asubsidiary) in which CEMEX or any of its restricted subsidiaries maintains an investment in equity securities;and (ii) guarantees up to $100 million in any calendar year by CEMEX and/or any restricted subsidiary ofindebtedness of any person in which CEMEX or any of its restricted subsidiaries maintains an equityinvestment.

Limitation on Liens. We are limited in our ability to incur liens against our properties and assets; however, wewill be allowed to incur specific liens, including:

• statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in theordinary course of business for sums not yet due or the payment of which is being contested in good faith byappropriate proceedings promptly initiated and diligently conducted and for which such reserves or otherappropriate provision, if any, as shall be required by Generally Accepted Accounting Principles in the UnitedStates shall have been made;

• liens incurred or deposits made in the ordinary course of business in connection with (i) workers’compensation, unemployment insurance and other types of social security or (ii) other insurance maintained byCEMEX and its subsidiaries in compliance with the Credit Agreement;

• liens for taxes, assessments and other governmental charges the payment of which is being contested in goodfaith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves orother appropriate provision, if any, as shall be required by GAAP shall have been made;

• any attachment or judgment lien, unless the judgment it secures shall not, within 60 days after the entry thereof,have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within60 days after the expiration of any such stay;

• liens existing on the issue date of the bonds and any liens renewing, extending or refunding any lien existing onthe issue date;

• any lien on property acquired by CEMEX or its restricted subsidiaries after the issue date of the bonds that wasexisting on the date of acquisition of such property; provided that such lien was not incurred in anticipation ofsuch acquisition, and any lien created to secure all or any part of the purchase price, or to secure indebtednessincurred or assumed to pay all or any part of the purchase price, of property acquired by CEMEX or any of itsrestricted subsidiaries after the issue date;

• liens on receivables assets or capital stock of a receivables subsidiary, in each case granted in connection with aqualified receivables transaction;

• liens granted pursuant to or in connection with any netting or set-off arrangements entered into in the ordinarycourse of business;

• any lien granted by CEMEX or any of its restricted subsidiaries to secure indebtedness under a permittedliquidity facility; provided that the maximum amount of such indebtedness secured by such lien does notexceed US$500 million at any time; and

• liens securing obligations of CEMEX and its restricted subsidiaries in an aggregate amount not in excess of thegreater of 5% of the total consolidated tangible assets of CEMEX or US$700.0 million.

Limitation on Restricted Payments. We are limited in our ability to make certain investments, subject to certainexceptions including exceptions for investments in CEMEX, investments in cash and cash equivalents, andinvestments that do not exceed, together with other investments made by CEMEX and its restricted subsidiaries,(a) the greater of US$250.0 million and 3% of the consolidated tangible assets of CEMEX, or(b) US$100.0 million in any fiscal year.

Limitation on Asset Sales. We are limited in our ability to sell our assets and also are subject to specificrequirements on what must be done with the proceeds of a sale of our assets. To sell an asset we must receive

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consideration for the asset equal to the fair market value of such asset and 80% of such consideration must be inthe form of cash or cash equivalents. Additionally, the proceeds from any sale of assets must be used within365 days to repay senior indebtedness or purchase additional assets.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. Subject to certainexceptions, we are not allowed to create or permit any restriction on our ability to pay dividends or make otherdistributions to CEMEX or pay indebtedness owed to CEMEX, make loans, advances or investments in CEMEX,or transfer property or assets to CEMEX.

Limitation on Transactions with Affiliates. We may only enter into transactions with affiliates if the terms ofsuch transaction are no less favorable than those that could reasonably be expected to be obtained in acomparable transaction at such time on an arm’s-length basis with a person that is not an affiliate of CEMEX,subject to certain exceptions. However, we may enter into transactions with CEMEX and its restrictedsubsidiaries, pay reasonable fees to our officers, directors and employees, and make certain loans and advancesto our officers, directors and employees up to a set limit.

The bond indentures also contain a number of affirmative covenants that, among other things, require CEMEX toprovide periodic financial information to its bondholders and other customary covenants and obligations withwhich CEMEX is required to cause us to comply due to the fact that we are a “restricted subsidiary” of CEMEXunder the indentures.

We can cease to be a “restricted subsidiary” of CEMEX if: (i) CEMEX no longer owns more than 50% of ourtotal voting power or we are no longer consolidated with CEMEX under IFRS, or (ii) we are designated as an“unrestricted subsidiary” in accordance with the requirements of the bond indentures.

We cannot assure you that CEMEX will be able to comply with the restrictive covenants and limitationscontained in the bond indentures. CEMEX’s failure to comply with such covenants and limitations could result inan event of default thereunder, which could materially and adversely affect our business and financial condition.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

The following is a discussion and analysis of the Pro Forma Financial Information of CEMEX HoldingsPhilippines, Inc. and its subsidiaries, and certain trends, risks and uncertainties that may affect our business.Prospective investors should read this discussion and analysis of our Pro Forma Financial Information inconjunction with the Pro Forma Financial Information and the notes thereto, and the Audited CombinedHistorical Financial Statements and the notes thereto, in each case set forth elsewhere in this Prospectus, andthe section entitled “Selected Pro Forma Financial Information of CEMEX Holdings Philippines, Inc.” Our ProForma Financial Information as of and for the year ended December 31, 2015 was derived from the AuditedCombined Historical Financial Statements, adjusted to give effect to the Reorganization, the OperationalRestructuring, the Offer and the application of the net proceeds of the Offer as described under “Use ofProceeds” as if they had occurred on January 1, 2015. The pro forma adjustments are based upon availableinformation and certain assumptions that we believe are reasonable under the circumstances. The Pro FormaFinancial Information does not purport to represent what our results of operations and those of our subsidiarieswould actually have been had the Reorganization, the Operational Restructuring, the Offer and the applicationof the net proceeds of the Offer as described under “Use of Proceeds” in fact occurred on January 1, 2015, nordoes it purport to project our results of operations and those of our subsidiaries for any future period or date.For additional information regarding financial information presented in this Prospectus, see “Presentation ofFinancial Information” on page v of this Prospectus.

The following discussion is based on our Pro Forma Financial Information, which assumes that (i) theacquisition price for our operating subsidiaries is p46,812.5 million, (ii) the principal amount of the Short-TermLoan is US$475.0 million, (iii) 1,384,117,647 Offer Shares (including 842,506,394 International Offer Shares,361,074,169 Domestic Offer Shares and 180,537,084 Stabilization Shares) will be issued and sold in the Offer atan assumed Offer Price of p17.00 per Share, and (iv) aggregate underwriting discounts and commissions andestimated expenses of the Offer payable by us will be equal to p1,176.5 million. This information is notcomparable to information presented elsewhere in this Prospectus (other than any information derived from thePro Forma Financial Information), which is based on (a) the actual acquisition price for our operatingsubsidiaries of p47,825.1 million, (b) the actual principal amount of the Short-Term Loan of up to US$504.0million, (c) the 2,337,927,954 Shares to be issued and sold in the Offer (including 1,423,086,530 InternationalOffer Shares, 609,894,300 Domestic Offer Shares and 304,947,124 Stabilization Related Option Shares,assuming the Stabilization Related Option is exercised in full) at an Offer Price of p10.75 per Share, and (d) theaggregate underwriting discounts and commissions and estimated expenses of the Offer payable by us ofp1,348.2 million. See “Risk Factors—The Pro Forma Financial Information included in this Prospectus is basedon a variety of assumptions, including an acquisition price for our operating subsidiaries that is lower than theactual acquisition price, and may not be indicative of our future results” on page 34 of this Prospectus.

Overview

For a general overview of our business and history, see “Management’s Discussion and Analysis of the HistoricalFinancial Condition and Results of Operations—Overview” on page 69 of this Prospectus.

Principal Factors Affecting Our Results of Operations

For a discussion of the Principal Factors Affecting our Results of Operations, see “Management’s Discussion andAnalysis of Historical Financial Condition and Results of Operations” on page 69 of this Prospectus.

Pro Forma Results of Operations

The following table summarizes our pro forma condensed consolidated results of operations for the year endedDecember 31, 2015, expressed in absolute amounts and as a percentage of pro forma net sales. These amountshave been derived from, and should be read in conjunction with, and are qualified in their entirety by reference

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to, our Pro Forma Financial Information included elsewhere in this Prospectus. Our Pro Forma FinancialInformation was prepared in accordance with paragraph 8 of Rule 68 of the Philippines SEC’s ImplementingRules and Regulations of the Securities and Regulation Code, as amended.

As of and Forthe Year Ended

December 31, 2015

(in millions ofPhilippine Pesos,

except percentages)

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937.4 100%Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,268.6) (51.3%)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,668.8 48.7%Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,732.1) (28.1%)

Operating income before other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,936.7 20.6%Other income (expenses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787.7 3.3%

Operating income after other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,724.4 23.9%Financial expenses and other financial expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,359.9) (5.7%)Foreign Exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (763.7) (3.2%)

Income before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600.8 15.0%Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (587.6) (2.4)%

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2 12.6%

Basis for disclosure

The audited combined historical financial information has been adjusted in the Pro Forma Financial Informationto give pro forma effect to events that are (1) directly attributable to the Reorganization and other steps taken orprojected and highly probable to be taken before and in order to prepare for the Offer, (2) factually supportableand (3) with respect to the pro forma condensed consolidated statement of comprehensive income, expected tohave a continuing impact on the consolidated results following the Reorganization or other steps taken. As aresult, considering the aforementioned relevant characteristics, several transactions that occurred in the secondhalf of 2015, occurred after December 31, 2015, or that we still expect will occur before the Offer, have beengiven pro forma effect as of January 1, 2015 and for the full year 2015, including the Reorganization, theOperational Restructuring, the Offer and the application of the net proceeds of the Offer as described in “Use ofProceeds” as described elsewhere in the notes to the Pro Forma Financial Information.

Consequently, the following review of the pro forma condensed consolidated results of operations for the yearended December 31, 2015, considers by reference the same operational disclosures included in the review ofoperations of the Audited Combined Historical Financial Statements for the year ended December 31, 2015, andfurther elaborates exclusively on the effects of the pro forma adjustments, as follows:

Net Sales

Pro forma net sales for fiscal 2015 was P23,937.4 million. There were no pro forma effects on net sales.

Cost of Goods Sold

Pro forma cost of goods sold for fiscal 2015 was P12,268.6 million, or 51.3% of pro forma net sales, an increaseof P245.8 million as compared to the combined historical cost of sales for the same year, primarily due to theadditional depreciation expense resulting from changes in fair value of property, plant and equipment that wemade in connection with our Company’s acquisition of APO Cement and Solid Cement.

Gross Profit

Pro forma gross profit for fiscal 2015 was P11,668.8 million, or 48.7% of pro forma net sales.

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Operating Expenses

Pro forma operating expenses for fiscal 2015 were P6,732.1 million, or 28.1% of pro forma net sales, whichinclude P4.4 million of our Company’s own administrative expenses and represents a reduction ofP3,133.4 million in administrative and selling expenses as compared to the combined historical operatingexpenses for the same year as a result of our planned Operational Restructuring. There were no pro forma effectson distribution expenses. The reduction in pro forma administrative and selling expenses was due to theOperational Restructuring, including (a) a P2,143.7 million adjustment relating to the expected benefit inconnection with new royalty agreements expected to be entered into between each of APO Cement and SolidCement and our wholly-owned subsidiary, CEMEX Asia Research, and between CEMEX Asia Research andCEMEX, compared with the fees paid by APO Cement and Solid Cement under their existing royalty agreementswith the CEMEX Research Group; and (b) a P989.7 million adjustment relating to the expected benefit inconnection with our planned insurance strategy, pursuant to which we expect to incorporate a wholly-ownedsubsidiary that will reinsure our property, non-damage business interruption and political risks in exchange forreinsurance premiums to be paid by an affiliate of CEMEX, which reinsures such risks for a third party insurerthat provides insurance coverage to APO Cement and Solid Cement.

Combined Operating Income Before Other Expenses, Net

For the reasons mentioned above, pro forma operating income before other expenses, net for fiscal 2015 wasP4,936.7, or 20.6% of pro forma net sales, an increase of P2,887.6 million as compared to the combinedhistorical operating income before other expenses, net for the same year for the reasons discussed above.

Other Income (Expenses), Net

Pro forma other income, net for fiscal 2015 was P787.7 million. There were no pro forma effects on otherincome (expenses), net.

Financial Expenses and Other Financial Expenses

Pro forma financial expenses and other financial expenses for fiscal 2015 were P1,359.9 million, or 5.7% of proforma net sales, compared with P65.4 million presented in the combined historical financial items for the sameyear due to P1,294.4 million of additional interest expense resulting from the P16,664.9 million of U.S. dollardenominated debt remaining after certain repayments and the application of the net proceeds of the Offer.

Net Foreign Exchange Loss

Pro forma net foreign exchange loss for fiscal 2015 was P763.7 million, or 3.2% of pro forma net sales,compared with a net foreign exchange gain of P68.9 million presented in the combined historical financial itemsthe same year due to P832.6 million of foreign exchange losses resulting from the effects of the depreciation ofthe Philippine Peso against the U.S. dollar during 2015 on the aforementioned incremental P16,664.9 million ofU.S. dollar-denominated debt after certain repayments and the application of the net proceeds of the Offer.

Income Tax

Pro forma income tax expense for fiscal 2015 was P587.6 million, a reduction of P73.7 million as compared tothe combined historical income tax expense for the same year, as a result of the income tax effects of the proforma adjustments, such as the income tax benefit from the assumption of certain lease agreements.

Pro Forma Net Income

As a result of the above, pro forma net income for fiscal 2015 was P3,013.2 million, or 12.6% of pro forma netsales, which includes a net loss of our Company’s own operations of P4.4 million, an increase of P834.3 millionas compared to the combined historical net income for the same year.

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Liquidity and Capital Resources

Sources and Uses of Cash

Our primary sources and uses of cash on a pro forma basis during the year ended December 31, 2015 were asfollows:

As of and For the Year EndedDecember 31, 2015

(in millions of Philippine Pesos)

Operating activitiesPro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,013.2Non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,602.7Changes in working capital, excluding income taxes . . . . . . . . . . . . . . . . . . . . . . . . . (48.2)

Net cash flows provided by operations before interest and income taxes . . . . . . . . . . 5,567.7

Financial expense and income taxes paid in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,835.2)

Pro forma net cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . . 3,732.5Investing activitiesProperty, machinery and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,050.4Investments in related parties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,180.2Long term assets and others, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,854.8)

Pro forma net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . (44,624.2)

Financing activitiesRelated parties debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,190.0Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,015.9

Pro forma net cash flows provided by financing activities . . . . . . . . . . . . . . . . . . . . . 42,205.9

Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,314.2Cash conversion effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.2)Pro forma cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . 539.1

Pro forma cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . 1,834.1

Our pro forma net cash flow provided by operating activities after interest and income taxes for fiscal 2015 wasP3,732.5 million, which includes net cash flows used in our Company’s own operating activities of P4.3 million,representing an increase of P1,185.8 million as compared to our combined historical cash flows provided byoperating activities after interest and income taxes in fiscal 2015 of P2,546.5 million. The increase is mainlyattributable to the effects, after interest and income taxes, of the expected strategies in connection with ourplanned Operational Restructuring.

Our pro forma net cash flow used in investing activities for fiscal 2015 was P44,624.2 million, which includesnet cash flows used in our Company’s own investing activities of P4.7 million, representing a difference ofP44,858.1 million as compared to our combined historical cash flows provided by investing activities in fiscal2015 of approximately P233.9 million. The increase is mainly attributable to increased long-term assets andothers, net.

Our pro forma net cash flow provided by financing activities for fiscal 2015 was P42,205.9 million, whichincludes net cash flows provided by our Company’s own financing activities of P9.2 million, representing adifference of P41,818.5 million compared to our audited combined historical cash flows provided by financingactivities in fiscal 2015 of P378.3 million. This is due to the effects of: (a) the long-term debt with related partiesincurred for the acquisition of our operating subsidiaries of P16,664.9 million; (b) the capitalization by ourPrincipal Shareholder on February 18, 2016 of P2,800.1 million; and (c) the net proceeds from the Offer Sharesof approximately P22,353.5 million.

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Capital Expenditures

There were no pro forma effects on reported combined historical capital expenditures for fiscal 2015.

Indebtedness

As a result of the acquisition of our subsidiaries, on a pro forma basis as of December 31, 2015, our long-termdebt to related parties increased by approximately P16,664.9 million to approximately P17,651.9 million ascompared to approximately P987.0 million on our combined historical financial statement as of December 31,2015.

The pro forma balances payables to related parties are presented as follows:For the Year EndedDecember 31, 2015

(in millions of Philippine Pesos)

Payable—currentTransenergy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406.1CEMEX Asia Pte. Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109.0ALQC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.5CEMEX Research Group, AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.7IQAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.9

Payable—non currentNSH(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,664.9CEMEX Hungary KFT(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987.0

Total accounts payable to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,271.9

(1) The non-current payable to NSH bears interest at the fixed rate of 7.535% per annum. Of the total payable of P16,664.9 million as ofDecember 31, 2015, P1,666.5 million is due in 2020, P4,999.5 million is due in 2021, P4,999.5 million is due in 2022 andP4,999.4 million is due in 2023.

(2) The non-current payable to CEMEX Hungary KFT is pursuant to a credit line of up to US$40 million, which bears interest equal to6-month LIBOR plus 450 basis points and is due in 2019.

We also maintain working capital lines of credit with BDO, Security Bank and Metro Bank, pursuant to whichour total aggregate credit limit was P1.45 billion as of December 31, 2015. As of December 31, 2015, no amountwas outstanding under these facilities.

Summary of Material Contractual Obligations and Commercial Commitments

As of December 31, 2015, we had material contractual obligations on a pro forma basis as set forth in the tablebelow.

As of December 31, 2015

Due in lessthan 1year

Due in 1-5years

Due inmore than

5 years Total

(in millions of Philippine Pesos)

Long-term payables to related parties(1). . . . . . . . . . . . . . . . . . . . . . . 47.9 1,121.4 — 1,169.3Long-term payables in connection with the acquisition(2). . . . . . . . . . — 1,666.5 14,998.4 16,664.9Rental payments for land(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.1 364.6 1,822.8 2,278.5Rental payments(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.8 203.4 176.9 441.2Pension plans and other benefits(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9 172.9 398.6 605.4

Total contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.7 3,528.8 17,396.7 21,159.3

(1) Our credit line of up to US$40 million from CEMEX Hungary KFT bears interest equal to 6-month LIBOR plus 450 basis points and isdue in 2019.

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(2) On a pro forma basis we obtained the Long-Term Loan from New Sunward Holding B.V in the amount of US$353.0 million, whichbears interest at a fixed rate of 7.535% per annum.

(3) The amounts of payments under operating leases have been determined on the basis of nominal cash flows. On a pro forma basis, weentered into lease agreements with IQAC and ALQC for the lease of land for an initial period of 25 years.

(4) The amounts of payments have been determined on the basis of nominal cash flows. Rental expense for the year ended December 31,2015 was P183.0 million.

(5) Represents the estimated yearly payments for employee benefits over the next 10 years. Future payments include an estimation of newpensioned personnel over those years.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on ourfinancial condition, operating results and liquidity or capital resources.

Qualitative and Quantitative Market Disclosure

Interest Rate Risk, Foreign Currency Risk, Credit Risk and Liquidity Risk

Our management has overall responsibility for the development, implementation and monitoring of theconceptual framework and policies for an effective risk management.

Our risk management policies are intended to: (a) identify and analyze the risks we face; (b) implementappropriate risk limits and controls; and (c) monitor the risks and the compliance with the limits. Policies andrisk management systems are regularly reviewed to reflect changes in market conditions and in the our activities.By means of our policies and procedures for risk management, we aim to develop a disciplined and constructivecontrol environment where all of our employees understand their roles and obligations.

Interest Rate Risk. We are currently exposed to interest rate risk primarily in connection with our investment inNew Sunward Holding B.V, with an interest rate equivalent to the higher of Western Asset Institutional LiquidReserves Fund (“WAILRF”) rate minus 10 basis points or zero interest. We are also exposed to interest rate riskon our long-term liabilities to CEMEX Hungary KFT and CEMEX Asia B.V., with variable interest ratesequivalent to six-month LIBOR plus 450 basis points and six-month LIBOR plus 369 basis points, respectively.Our exposure to interest rate fluctuations is not significant. See “Risk Factors—Risks Relating to ourBusiness—Our results of operations could be affected by fluctuations in interest rates.”

Foreign Currency Risk. Foreign currency risk is the risk that the fair value of the future cash flows of afinancial instrument will fluctuate in relation to changes in exchange rates. Our exposure to the risk of changes inforeign exchange rates relates mainly to our operational activities and financial liabilities. Our revenues and costsare generated and settled mainly in Philippine Pesos. Less than 1% of our pro forma net sales, beforeeliminations, for fiscal 2015 were generated in U.S. dollars. We do not currently intend to hedge the foreigncurrency risk associated with our US$353.0 million Long-Term Loan from New Sunward Holding B.V. Weintend to hedge our foreign currency risk associated with our Short-Term Loan from NSH, which is denominatedin U.S. dollars, prior to the Offer and we may do so with a CEMEX subsidiary, including the PrincipalShareholder, or a third-party financial institution. The Company has entered into the BDO Facility, pursuant towhich BDO has provided the BDO Loan of up to P12,000.0 million to the Company for purposes of refinancinga portion of our Short-Term Loan from NSH. See “Management’s Discussion and Analysis of HistoricalFinancial Condition and Results of Operations—Recent Development” on page 70 of this Prospectus. We willcontinually re-evaluate our hedging decisions as part of our ongoing financial management.

As of December 31, 2015, approximately 92% of our pro forma financial obligations, which include related partyloans, were denominated in U.S. dollars. Therefore, we had an exposure arising from theseU.S. dollar-denominated financial obligations as compared to the currency in which the majority of our revenues

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are generated. Our only revenues denominated in U.S. dollars to cover such U.S. dollar-denominated obligationsare those generated by exports. As of December 31, 2015, we had not implemented any derivative financinghedging strategy to address this foreign currency risk.

Foreign exchange fluctuations occur when we incur monetary assets and/or liabilities in a currency different fromour functional currency, which is the Philippine Peso. These translation gains and losses are recognized in ourpro forma income statement.

Credit Risk. Credit risk is the risk of financial loss we face if a customer or counterpart of a financialinstrument does not meet its contractual obligations. Our credit risk originates mainly from trade accountsreceivable. As of December 31, 2015, the maximum exposure to credit risk is represented by the balance offinancial assets. Management has developed policies for the authorization of credit to customers. The exposure tocredit risk is constantly monitored according to the behavior of payment of our debtors. Credit is assigned on acustomer-by-customer basis and is subject to assessments that consider the customers’ payment capacity, as wellas past behavior regarding due dates, balances past due and delinquent accounts. In cases deemed necessary,management requires guarantees from our customers and financial counterparties with regard to financial assets.

Our management has established a policy of low risk which analyzes the creditworthiness of each new clientindividually before offering the general conditions of payment terms and delivery. The review includes externalratings, when references are available, and in some cases bank references. Threshold of purchase limits areestablished for each client, which represent the maximum purchase amount that requires different levels ofapproval. Customers who do not meet the solvency requirements imposed by us can only carry out transactionswith us by paying cash in advance.

Liquidity risk. Liquidity risk is the risk that we will not have sufficient funds available to meet our obligations.We have fulfilled our operational liquidity needs primarily through our own operations and we expect to continueto do so for both the short and long-term. Although cash flow from our operations has historically covered ouroverall liquidity needs for operations, servicing debt and funding capital expenditures and acquisitions, we faceexposure 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 inthe Philippines, any one of which may materially decrease our net income and reduce cash from operations.Accordingly, in order to meet our liquidity needs, we also rely on cost-cutting and operating improvements tooptimize capacity utilization and maximize profitability. Our pro forma net cash flows provided by operatingactivities for fiscal 2015, as presented in our pro forma statement of cash flows, was P3,732.5 million. Our tradepayables, payables to related parties, taxes payable and other accounts payable and accrued expenses areexpected to be settled within one year.

Capital Management

Our objectives when managing capital are to increase the value of our shareholders’ investment and maintainhigh growth by applying free cash flow to selective investments. The strategies of our company are set with theobjective of establishing a versatile and resourceful financial management and capital structure.

Our President has overall responsibility for the monitoring of capital in proportion to risk. Profiles for capitalratios are set in the light of changes to our external environment and the risks underlying the our businessoperations and industry. Our capital is defined as “Equity” as shown in our pro forma statement of financialposition.

We are not subject to externally imposed capital requirements.

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THE CEMENT INDUSTRY

Unless otherwise indicated, all financial and statistical data in the following discussion is derived from theindustry report prepared by L.E.K. Consulting Pte. Ltd. and dated March 7, 2016 (the “Cement IndustryReport”). Other sources, as indicated, include publicly available reports and publications including those of theAsian Development Bank, the Philippine Public-Private Partnership Center, the Philippine Statistics Authority,the International Monetary Fund (“IMF”), the World Bank, the Philippine Department of Budget andManagement, the Philippine National Statistics Office, the Philippine National Statistical Coordination Board,Cement Manufacturers’ Association of the Philippines (“CeMAP”), CemNet.com (“CemNet”) and theGovernment, among others, and data compiled by us and our affiliates, including CEMEX (collectively,“Company sources”). This data may have been re-classified by us for purposes of the following discussion and itmay be based on estimates, forecasts or assumptions that prove to be incorrect. Furthermore, the data in thefollowing discussion may be as of specific dates and may no longer be current, or it may not reflect the currenttrend, as of the date of this Prospectus. Accordingly, investors should not place undue reliance on thisinformation.

Market Overview

The cement industry is one of the most important and developed sectors in the Philippines. The Philippineeconomy, and with it the demand for cement in the Philippines, have shown robust growth over the last decade.Despite this growth, consumption of cement in the Philippines per capita is still among the lowest of the largeSoutheast Asian countries, according to the Cement Industry Report. Drivers to this growth include theGovernment’s infrastructure outlay, which has increased from 2% of GDP in 2010 to 4% of GDP in 2015, aswell as growth in the private sector resulting from higher employment, low inflation and remittances fromoverseas Filipino workers.

Major global cement companies and domestic players make up the cement industry in the Philippines. There areroughly 30 million tonnes of cement capacity in the country spread across the three major regions: Luzon, theVisayas and Mindanao. Given the strong growth in demand, the supply situation is relatively tight with over 80%utilization of grinding capacity in 2015. While there are significant supply additions planned, continued demandgrowth is likely to keep utilization high in the industry over the next several years.

Uses and Types of Cement and Concrete

Cement is a basic and essential construction material, and is most commonly used in the production of concrete,mortar and precast. Cement is a key component of concrete which is used extensively in small scale and large-scale projects such as houses, buildings, bridges, dams and roadways. Concrete can be supplied in a number offorms (e.g., ready-mix, on-site batching, bagged or bulk dry-mix) and can also be made into precast concreteproducts such as bricks, panels and highway dividers. In addition, cement can also be used for mortar, acting as abonding agent for brick or block walls and for indoor tiling work. The following graphic shows the breakdownbetween bagged and bulk cement sold in the Philippines in 2015.

Bulk20%

Bagged80%

Source: L.E.K. Consulting

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There are three types of cement sold in the Philippine market: ordinary Portland cement, blended cement andmasonry cement. Blended is estimated to account for approximately 60% to 65% of the demand in thePhilippines with ordinary Portland cement accounting for approximately 30% to 35% and masonry accountingfor approximately 1% to 5%.

Ordinary Portland cement is manufactured using gypsum and portland clinker and is characterized by its quickhardening ability, making it ideal for projects requiring quick turnaround. In general, ordinary Portland cement isgenerally considered higher quality cement because it achieves the required hardness more rapidly than othercements. It has high compressive strength and contains approximately 90% clinker. It develops a relativelystrong initial compressive strength. As a result, it is suitable for buildings that must complete construction in ashort period of time. In addition, its resistance to abrasion makes it suitable for those structures which haveextended exposure to vehicles and weather, such as roads and bridges. Ordinary Portland cement (a hydrauliccement) is often used in foundations, and is the most commonly used type of cement for public infrastructureworks in the Philippines, as the Government’s standards for these types of projects mandates the use of ordinaryPortland cement.

Blended cement is manufactured using Portland clinker and materials such as gypsum, pozzolans, volcanic tuff,blast furnace slag and coal ash, that are intended to provide additional strengthening properties not found inordinary Portland cement. Although ordinary Portland cement generally has a quick setting time, blended cementcan achieve setting times that are equally as fast as ordinary Portland cement when certain admixtures are used inits production. Moreover, the production process for blended cement is more environmentally friendly than theproduction process for ordinary Portland cement. Blended cement is used for general construction applicationswhere long term strength is preferred over quick setting characteristics. It is also ideal for structures that areexposed to moderate sulfate environments.

Masonry cement is manufactured using gypsum, Portland clinker, plasticizers, and an air entraining agent andthey have the ability to absorb water thus increasing workability. Masonry cement is suitable for use across awide range of applications such as plastering, core filling, tile adhesive and grout, fabrication of decorative stoneand stucco and other semi-structural masonry works, such as driveways, sidewalks and fencing.

Concrete is produced in four basic forms: ready-mixed concrete, precast concrete, concrete masonry and roller-compacted concrete.

Ready-mixed concrete, the most common form of concrete, is typically formed and batched at local plants. Thisconcrete is then delivered in trucks with revolving containers that constantly mix the concrete to prevent it fromsetting. For certain major projects, concrete is also batched on-site.

Precast concrete is pre-mixed and formed into custom made pieces (such as bricks, panels, posts and beams) anddelivered as a finished product to the consumer. Precast concrete products benefit from tight quality controlachievable at a production plant.

Concrete masonry, another type of manufactured concrete, may be best known for its conventional brick-shapedblock. Concrete masonry units can be molded into many shapes, configurations, colors, and textures to serve awide variety of building applications and architectural needs.

Roller-compacted concrete is used for pavements and dams and differs from ready-mix concrete in terms ofdesign (zero-slump) and placement (using a paver).

Cement Production

These various types of cement are produced by grinding and mixing different proportions of gypsum, blastfurnace slag and various admixtures with clinker, a semi-finished product. The different proportions of clinkerand the additives determine the ultimate performance quality of the cement. The initial step in the cementproduction process is the feeding of raw materials such as limestone, clay, blast furnace slag (or slate), silica sandand iron ore through primary and secondary crushers or hammer mills. The next step can be either a wet or a dryprocess. In the wet process, raw materials in controlled proportions are ground with water to form slurry, and are

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transferred into a kiln. In the dry process, the raw materials are ground and mixed without water, before beingtransferred into a kiln. Most modern cement plants use the dry process because it is more energy efficient thanthe wet process.

A kiln is a large, cylindrical steel tube which acts as an oven and heats the above mixtures at temperatures of upto 1,450°C. Rotary kilns are placed horizontally at a slight downward angle. Slurry or dry raw materials are fedinto the higher end of the rotary kiln, and as they approach the lower end, a blast flame heats and chemicallyalters them. The blast flame is produced by burning either coal, oil, gas or refused derived fuels, such as tires,rubber, paper, sewage sludge or plastic as fuel. As the raw materials move through the kiln, they release certainelements in gas form and the remaining material solidifies into small, marble-sized pieces called clinker.

The clinker, which possesses new physical and chemical properties, is then crushed into fine powder. Gypsumand other materials (depending on the type of cement being made) such as volcanic ash and fly ash are added tothe ground clinker, resulting in a powder that is cement. The addition of gypsum to the mix adjusts the settingtime of the cement. The production process of cement contains a series of chemical and physical tests andspecification analyses to ensure the quality of the cement.

Concrete Production

Cement, when mixed with water and admixtures forms paste, which, when mixed with aggregates (gravel andsand), forms concrete. The paste coats the surface of the fine and coarse aggregates. Through a chemical reactioncalled hydration, the paste hardens and gains strength to form concrete. The key to achieving strong and durableconcrete is the careful proportioning and mixing of the ingredients. The proportion of cement that is added to themixture determines the overall strength and setting time of the concrete. A concrete mixture that does not haveenough paste to fill all the voids between the aggregates will be difficult to distribute evenly and will producerough, honeycombed surfaces and porous concrete. A mixture with an excess of cement paste will be easy todistribute evenly and will produce a smooth surface. However, the resulting concrete is likely to shrink more andbe uneconomical.

A properly designed concrete mixture will possess the desired workability for the fresh concrete and the requireddurability and strength for the hardened concrete. Typically, a mixture is about 10% to 15% cement, 60% to 75%aggregate and 15% to 20% water. Although minimal in quantity relative to the overall mixture, admixtures areadded as they enhance the concrete by adding special characteristics such as high-strength, rapid-curing andpermeability. In some cases, entrained air in many concrete mixes may also take up another 5% to 8%. Soon afterthe aggregates, water and the cement are combined, the mixture starts to harden. During this hydration process, anode forms on the surface of each cement particle. The node grows and expands until it links up with nodes fromother cement particles or adheres to adjacent aggregates.

During placement, the concrete is consolidated to compact it within the forms and to eliminate potential flaws,such as honeycombs and air pockets. For slabs, concrete is left to stand until the surface moisture filmdisappears. After the film disappears from the surface, a wood or metal handfloat is used to smooth off theconcrete. Additional floating and subsequent steel troweling procedures may be required to ensure a smooth, hardand dense surface.

The Philippine Cement Market

Macroeconomic environment

The Philippines is one of the largest countries in Southeast Asia with a population of nearly 100 million people.The Philippines is the fourth largest economy in Southeast Asia, according to the IMF, and is among the fastestgrowing economies in the region, according to the Asian Development Bank. It has also shown long-termeconomic growth.

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The Philippines Real GDP Growth Rates

1997-2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

4.0% 6.5% 4.2% 1.1% 7.6% 3.7% 6.7% 7.1% 6.1% 5.8%

Source: World Bank; Philippine National Statistical Coordination Board

Private and residential demand has been the key growth driver in 2015 supported by higher employment, lowinflation and remittances from overseas Filipino workers. Government expenditure also increased sharply andcan be expected to continue in 2016 as the Government increases its infrastructure spending to encourage theongoing development of the economy.

The Government has focused on rapid but inclusive growth, accelerated employment generation and povertyreduction as its key development goals. Expenditure in the national budget has increased by 13% annually since2012 and the 2016 budget is proposed to rise by 15% from 2015. Almost half the budget is allocated to social andeconomic services.

In particular the current Government has focused on tackling the Philippines’ underdeveloped infrastructure,which is considered to be a major hindrance to the country’s growth prospects. Infrastructure spending hascumulatively grown by approximately 245% under the Aquino administration between 2010 and 2015.Infrastructure outlays account for 4% of GDP in 2015 and are expected to increase to 5% of GDP in 2016. Theoutlays have been directed towards a large number of initiatives including a national road building program,school buildings construction and flood control in major river basins.

Government Infrastructure Outlays

2009 2010 2011 2012 2013 2014 2015 2016E 2017E 2018E

Total Outlay (P in billions) . . . . . . . . . . . . . 180 165 175 216 307 346 596 767 877 1,019Percentage of GDP . . . . . . . . . . . . . . . . . . . . 2.2 1.8 1.8 2.0 2.7 2.7 4.5 5.0 5.2 5.4

Source: Philippine Department of Budget and Management

Cement Consumption

As a result of the significant building and construction activity in the Philippines over the last decade, cementconsumption has grown robustly by approximately 8% per annum from 2005-2015. In 2015, the increase indemand is estimated to be 14% over 2014. However, despite strong growth, the country is the lowest consumerof cement on a per capita basis amongst the larger Southeast Asian economies, suggesting significant potentialfor ongoing growth. As a result, the Philippines’ cement demand growth outlook is the highest in the region.

Cement Consumption and Construction Statistics in Selected Southeast Asian Countries

Country

2014 CementConsumption

per Capita(kg/capita)

2014 PPP GrossNational

Income perCapita

(current int’l $)(1)

2013-14Cement

Demand YoYGrowth Rate

Construction Industry Forecast RealYear over Year Growth

2014-15 2015-16 2016-17

Philippines . . . . . . . . . . . . . . . . . . 215(2) 8,450 9.8%(2) 8.9%(2) 8.5% 8.7%Thailand . . . . . . . . . . . . . . . . . . . 600 14,870 (1)% 14.8% 4.3% —Indonesia . . . . . . . . . . . . . . . . . . . 230 10,190 3% 6.5% 6.8% 7.3%Vietnam . . . . . . . . . . . . . . . . . . . . 560 5,350 11% 5.0% 6.2% 6.2%Laos . . . . . . . . . . . . . . . . . . . . . . . 430 5,060 6% 7.1%(3) 7.1%(3) 7.1%(3)

Cambodia . . . . . . . . . . . . . . . . . . 240 3,080 10% 7.9% 9.9% 9.8%

(1) “PPP” in this column refers to purchasing power parity

(2) Calculated by L.E.K. Consulting for the data shown above

(3) Annual average 2015-2019

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Historical Philippines Cement Sales (Local Sales plus Exports)2009 2010 2011 2012 2013 2014 2015

Volume (million tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.7 15.4 15.6 18.4 19.4 21.3 24.4

Source: CeMAP

Philippines Cement Consumption Volume Growth Forecasts2015 2016F 2017F 2018F 2019F 2020F

Volume (million tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.4 26.2 28.8 31.4 33.9 36.5Growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 7% 10% 9% 8% 8%

Source: Cement Industry Report

Historically Luzon has been the major cement consumer in the Philippines accounting for approximately 65% ofdemand. The NCR, including Metro Manila, is a major hub for construction and infrastructure activity on theisland. On the other hand Mindanao accounts for 20% of the Philippines’ population but less than 15% of cementdemand as a result of its historical political issues and relative underdevelopment as compared to Luzon and theVisayas.

Sources: Philippine National Statistics Office, Cement Industry Report

Due to the Philippines’ active residential real estate market, residential construction has historically been thelargest segment within the overall construction market followed by infrastructure and non-residentialconstruction. The following table presents the historical construction value in the Philippines from 2005 to 2015.

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Historical Construction Value in the Philippines2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015(1) CAGR

in billions

Construction Gross ValueAdded (current prices) . . . . 269 308 366 419 460 551 522 633 727 828 914 13%

Construction Gross ValueAdded (constant 2000prices) . . . . . . . . . . . . . . . . . . 198 218 249 267 285 326 295 348 384 422 460 9%

Source: Asian Development Bank; Philippine National Statistical Coordination Board

(1) Latest estimates from Philippine Statistics Authority (January 2016)

Residential and non-residential demand was driven by population growth of 1.5% to 2.0% annually in addition torising incomes and increased urbanization. Large scale residential projects are being built in the NCR to supportthe growing labor force in the city. Nevertheless there is a significant shortage of housing in the country. TheSubdivision and Housing Developers Association estimates that there is currently a shortage of up to 4 millionhomes. To alleviate the shortage, the Government’s Housing Roadmap calls for one million new homes to bebuilt between 2014 and 2016, with another two million by 2020, and a further seven million by 2030. Thisgrowth is also driven by remittances from overseas Filipino workers, which are being used to purchase property.Moreover, the growth in the business process outsourcing sector and the information technology industry hasalso boosted demand for both residential and commercial space. The supply of office space in Metro Manila hasincreased from 480,000 square meters in 2014 to 550,000 square meters in 2015. This is further expected to peakat 870,000 square meters in 2016.

Nearly 70 public-private partnership projects worth approximately P1,300 billion have either recently beenawarded or are in the tender process.

Philippine Public-Private Projects in the Philippines (as of December 2015)Project count Value (Q billions) Key awarded projects

Awarded In tender Awarded In tender

Luzon . . . . . . . . . . . . . . . . . 18 41 401 703 • LRT Line 1 Cavite Extension andOperation & Maintenance

• Cavite-Laguna Expressway

• Bulacan Bulk Water Supply Project

Visayas . . . . . . . . . . . . . . . . 1 4 18 51 Mactan-Cebu international airportterminal building

Mindanao . . . . . . . . . . . . . . 2 3 8 74 School infrastructure phase II

Total . . . . . . . . . . . . . . . . . . 21 48 427 828

Source: Philippine Public-Private Partnership Center

Cement Supply

As of December 2015, the Philippines has an estimated annual cement production capacity of 29.5 million tonnesacross 19 cement plants. The largest four producers, CEMEX, LafargeHolcim, Republic (a joint venture betweenCRH plc and the Aboitiz group) and affiliates of San Miguel accounted for approximately 90% of the productioncapacity in the Philippines.

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L.E.K. Estimates of Clinker and Cement Annual Production Capacity by Producer in the Philippines(2015)

Cement Industry Report

CompanyClinker

(million tonnes)Cement

(million tonnes)

LafargeHolcim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5 7.7Republic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9 6.5CEMEX(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 6.1San Miguel(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 5.6Taiheiyo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 1.6Good Found . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.1Mabuhay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 0.5Pacific Cement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.4

Total Philippines nameplate capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.5 29.5

Maximum utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85% 90%Total Philippines effective production capacity . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7 26.6

Source: Company sources; CeMAP; CemNet

(1) This is a joint venture between CRH plc and the Aboitiz group.

(2) Our aggregate cement installed annual capacity disclosed in the table above differs from our aggregate installed annual capacity of5.7 million tonnes of cement as of December 31, 2015 disclosed elsewhere in the Prospectus because, in calculating such aggregateinstalled annual capacity, we have used a maximum utilization factor for each of our plants based on our understanding of our cementplant’s conditions, whereas the information in the table above was calculated using a standard industry maximum utilization factor.

(3) Includes Eagle Cement Corporation and Northern Cement Corporation, entities that are affiliated with San Miguel.

The following graphic displays the locations of various cement plants located throughout the Philippines.

Sources: CeMAP, CEMNET, company websites

In Luzon, Republic, LafargeHolcim and San Miguel (through Northern Cement Corporation and Eagle CementCorporation) share approximately 80% of the market in 2015. CEMEX only has a 14% share of the Luzonmarket in 2015, which it supplies from its Solid Cement plant near Metro Manila. On the other hand, CEMEXhas the largest share of the Visayas market in 2015, with a 40% share due to its large and highly efficient APO

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Cement plant in Cebu. Similarly, LafargeHolcim controls nearly 60% of the Mindanao market with two plants onthe island. CEMEX supplies Mindanao through a terminal in Davao that transfers bulk and bag cement from theAPO Cement plant. While the terminal only opened in 2015, CEMEX has over a 20% share of the Mindanaomarket in 2015.

Percent

Percent

Luzon Visayas Mindanao National

million tons

Others

MABUHAY

GOODFOUND

TAIHEIYO

SAN MIGUEL

CEMEX

REPUBLIC

LAFARGE HOLCIM

100

90

80

70

60

50

40

30

20

10

0

0 10 20 30

31

30

14

44

19

40

15

58

21

21

0

15

20

5

16 5 3 24

41 1

4

13

20

26

31

3

40 50 60 70 80 90 100

Sources: CeMAP data; Company sources; Cement Industry Report

As a result of the potential growth in the Philippine market, a number of cement producers have announcedcapacity expansions. The following table summarizes known capacity expansions.

Capacity Expansions by Cement Producers in the Philippines

Company Plant LocationExpansion

(million tonnes) Effective year Status

CEMEX Rizal (Luzon) Clinker and cement: 1.5 2019 Commenced

LafargeHolcim Cement: 2.6 Not known Announced

Republic Norzagaray (Luzon) Cement: 0.9 2016 Nearingcompletion

San Miguel Pangasinan (Luzon) Clinker: 1.1Cement: 1.2

2018 Commenced

San Miguel(1) Bulacan (Luzon)Pangasinan (Luzon)

Cebu (Visayas)Davao (Mindanao)

Clinker and cement: 9.0 Not known Announced

Taiheiyo Cebu (Visayas) Cement: 1.0 2017 Commenced

Source: Cement Industry Report, company websites

(1) San Miguel has announced plans to increase cement capacity by 10 million tonnes of which 1 million tonnes at the Northern plant hascommenced and the timing of others is unclear.

In 2015, the robust growth in consumption pushed up cement mill utilization rates to 83% of nameplate capacity(or 92% of effective capacity, which accounts for maintenance and unexpected downtime). For clinker kilns, the

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market is believed to be fully utilized with players increasingly dependent on imports to meet demand. In 2014,the last year where data is available, over 1 million tonnes of clinker was imported into the Philippines. Despitethe announced capacity expansions that are scheduled to come on stream in the next few years, strongconsumption momentum driven by residential and infrastructure construction is expected to absorb new cementcapacity and maintain balanced supply-demand dynamics.

There are a number of barriers to entry for a new entrant into the Philippine cement industry. Cementmanufacturing is a capital intensive business to set up. Moreover there can be significant time investmentrequired to obtain approvals for and construct new capacity. We believe that investment in a brownfield clinkerand cement line in the Philippines would typically cost between US$150 and US$200 per tonne of annualcapacity, assuming everything required to run the business other than new machinery is already in place, whilethe cost for a greenfield project, which would include investment in distribution assets and brands, acquisition ofpermits and other investments in addition to machinery, would be substantially higher. In the absence of arecognizable brand name, it is critical to price the product very competitively which could be detrimental to theeconomics of the investment. The existing brand names in the Philippines market have a long track record andbuilding new brands requires substantial additional time and resources. The value of brand names in thePhilippine cement market is evident by the continuation of existing brand names by new owners, for exampleLafarge continued with the Republic brand when it entered the market and today CRH plc/Aboitiz have decidedto continue with the same brand after taking over the Lafarge assets. Lastly, distribution in the Philippines can bedifficult due to logistics. Geographical complexity combined with poor infrastructure requires significantinvestment in infrastructure and facilities, deep relationships and knowledge of the country making it challengingfor new entrants to successfully enter the market, especially for foreign producers.

While the Philippines currently enjoys some of the highest cement prices in Asia and certain constraints onproduction, other nearby markets, such as Vietnam, Indonesia or parts of China have been experiencingovercapacity. This has also increased the role of cement imports in the Philippine cement market. However, theGovernment has created some regulatory protection from “dumping” through requirements for import licenses.More importantly, the heavy investments required to set up the necessary infrastructure including grinding millsand logistical network make importing clinker and cement uneconomical for pure trading companies.

Industry Value Chain

Cement customers in the Philippines can be broadly categorized into:

• Small contractors and home owners—approximately 75% of market volumes

• Ready-mix manufacturers—approximately 18-20% of market volumes

• Large contractors—approximately 3-5% of market volumes

• Transformers (e.g., concrete hollow block manufacturers)—approximately 2-3% of market volumes

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The small contractors and home owners typically purchase cement in bags from their local hardware store orbuilding materials retailer. In order to access the very large number of such stores spread across the country, mostmanufacturers rely on distributors to transport and sell their product. For the larger customers, such as ready-mixcontractors, larger contractors, and transformers, cement manufacturers will endeavor to serve them directly. Thefollowing chart shows the typical distribution structure for cement production in the Philippines.

Typical cement manufacturer

Cement manufacturers

c.75% c.25%

Distributors

Retailers

End users(Small & large contractors, ready mix

manufacturers, transformers)

Directsales

Industry Pricing Structure

Given the strong growth in demand and the relatively full utilization of cement production capacity, cementprices have grown strongly over the last ten years. For example, see the table below that shows the price trendsfor cement in the NCR.

Cement Prices in the NCR, Indexed

Jul-05 Jul-06 Jul-07 Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15CAGR05-15

Wholesale . . . . . . 100 108 112 121 130 138 129 130 138 143 142 3.6%Retail . . . . . . . . . . 100 106 111 116 121 127 122 118 126 130 130 2.7%

Source: Philippine National Statistics Office

In general cement pricing is typically set through competitive negotiations with dealers. In a standard agreementbetween a manufacturer and a dealer, a price and a minimum quantity will be agreed. The dealer will purchase atthe “ex plant price” and pick-up the cement product at the factory gate. The dealer will deliver the product to itscustomers, namely the retailers, at a gross margin of roughly P30 per bag of which P10-16 per bag represents itsown freight costs and the balance is dealer profit margin. If a producer sells directly to a retailer, it would realizehigher sales price compared to its competitors, but would incur the costs and complexity associated with thelogistics in delivering the product to the retailer. The retailer will typically add approximately P10 per bag andsell to its customers such as individual contractors.

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The chart below illustrates the price flow in the sales cycle of cement products, starting at the ex-plant price andflowing all the way to the price paid by end-users.

Illustrative Price Flow of Blended Cement across the Industry Value Chain (NCR example)Q per 40 kg bag Notes

Ex-plant price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 Typical manufacturer sales priceFreight costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Distribution margin (including rebates) . . . . . . . . . . . . . . . .

10-1610-16

Distributor costs

Price to retailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200-212 Typical price to retailersRetailer margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-12 Retailer mark-up

Retail cement price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208-224 Small user purchase price

Source: CEMEX estimates

Manufacturers push through price increases once or twice a year. Generally the price increases in recent yearshave been in the range of P5 per 40 kg bag, and higher increases are avoided in order to maintaincompetitiveness and minimize customer pushback.

Industry Cost Structure

The cement production process has two main components. The first involves quarrying of limestone and heatingit in a kiln to produce clinker. The second process involves grinding the clinker along with other cementitiousmaterials to create cement. Both processes are highly energy intensive, and therefore energy including fuel andelectricity is one of the largest cost components for a cement manufacturer. Description of input costs is providedbelow.

Raw materials: Limestone is the key ingredient in cement accounting for 75% to 90% of cement raw meal byvolume. In Luzon, limestone is hard to extract and has to be blasted, which makes it more expensive to mine thanin the Visayas, where the ore quality is also higher. Other materials such as iron ore and fly ash are also added tothe limestone in the kiln in the clinker production process. Clinker is ground with gypsum, limestone and otheradditives to form cement. Ordinary Portland cement has a higher share of clinker versus blended cement.

Fuel: Coal is the most common kiln fuel used by cement manufacturers in the Philippines. Most often coal isimported from Indonesia and is purchased at global market prices. Many producers also use alternative fuels sucha rice husks or other biomass fuels, and also refuse derived fuels. In recent years, price for coal has decreasedsignificantly while alternative fuel costs have increased leading producers to switch from alternative fuels to coalin order to optimize production costs. Moreover there may be a significant variation in the efficiency of the coalusage by kiln.

Electricity: Cement grinding mills are heavy users of energy and usage can range from 90 to 110 kilowatt-hours of electricity per tonne of cement depending on plant efficiency. Additionally, electricity prices in thePhilippines are one of the highest in Asia. As a result, electricity is a very large cost component in cementmanufacturing in the Philippines.

Fixed costs: Maintenance and labor are the two main components of a cement manufacturer’s fixed costs. Cashmaintenance costs include both expenses and capital expenditure. Such costs are generally in the P350-450 percement tonne range. Labor costs make up 10% to 15% of the fixed costs of a cement plant.

In addition to the above costs, cement manufacturers have two additional costs in respect of distribution: logisticsand sales and marketing. Logistics costs cover the movement of the product from factory gate to warehouse andto and from ports to factories and deliveries to customers. Sales and marketing costs cover the associated salariesand incentives for staff as well as promotional costs.

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BUSINESS

Overview

We are one of the leading cement producers in the Philippines, based on installed annual capacity as ofDecember 31, 2015, according to the Cement Manufacturers Association of the Philippines. We produce andmarket cement and cement products, such as ready-mix concrete and clinker, in the Philippines through directsales using our extensive marine and land distribution network. Our cement manufacturing subsidiaries havebeen operating in the Philippines for over 17 years, and have well established brands, such as “APO” “Island”and “Rizal”, each of which has a multi-decade history in the Philippines and is owned by CEMEX and licensedto us pursuant to the Trademark License Agreement. Our brand recognition and customer-centric direct salesapproach have helped us develop a long-term customer base.

We offer a broad product mix and work closely with other CEMEX companies to develop and introduceinnovative products to the Philippine market. We offer bag cement and bulk cement, with bag cement accountingfor over 80% of our combined cement sales in the year ended December 31, 2015 and 78% of our consolidatedcement sales in the three months ended March 31, 2016, but with demand for bulk cement increasing as thenumber of infrastructure projects in the Philippines grows. In 2013, we began producing and selling ready-mixconcrete, which allows us to provide customers with a variety of specially designed concrete mixes to meet thechallenges of modern construction. Sales of cement and cement products accounted for 97.9% of our combinednet sales before eliminations resulting from combinations for fiscal 2015 and 98.1% of our consolidated net salesfor the three months ended March 31, 2016.

We are a newly formed subsidiary of CEMEX Asian South East Corporation, which is a wholly owned indirectsubsidiary of CEMEX España, S.A., which in turn is indirectly owned by CEMEX, S.A.B. de C.V., one of thelargest cement companies in the world based on annual installed cement production capacity. The shares ofCEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange under the symbol “CEMEXCPO” and theNew York Stock Exchange under the symbol “CX”.

We operate two cement plants with aggregate installed annual capacity of 5.7 million tonnes of cement as ofMarch 31, 2016. Our APO Cement plant in Cebu currently has three grinding lines and has an installed annualcapacity of 3.8 million tonnes of cement, and serves our customers in the Visayas and Mindanao regions throughour marine and land distribution network. Our Solid Cement plant in Rizal currently has three grinding lines andan installed annual capacity of 1.9 million tonnes of cement, and we intend to install a new integrated cementproduction line that is expected to provide approximately 1.5 million tonnes of additional capacity per year by2019. Our Solid Cement plant serves the NCR, which is by far the largest market in the Philippines. We alsohave one ready-mix plant located in Manila and an admixtures facility located in Parañaque. Our distributioninfrastructure includes, as of March 31, 2016, four marine distribution terminals and 16 land distribution centerslocated across the Philippines. We distribute our products using our fleet, which we manage directly, and third-party transport. As of March 31, 2016, we leased 850 trucks for the distribution of bag and bulk cement as wellas 23 ready-mix concrete mixer trucks, we chartered 57 marine vessels for the waterborne distribution of bagcement in the Philippines and we contracted five marine vessels to augment our fleet of two owned marinevessels for the distribution of bulk cement.

For the year ended December 31, 2015 and the three months ended March 31, 2016, we had sales volumes ofapproximately 5.0 million tonnes and 1.3 million tonnes, respectively, of cement and clinker and approximately97,000 cubic meters and 28,000 cubic meters, respectively, of ready-mix concrete. Our combined net sales forthe year ended December 31, 2015 were P23,937.5 million and our consolidated net sales for the three monthsended March 31, 2016 were P6,328.2 million.

History and Reorganization

CEMEX initially entered the Philippine market in 1997 with a minority investment of 30% in Rizal CementCompany, Inc., or Rizal Cement, a company which was established in November 1930. At the time of this initialinvestment, Solid Cement was a subsidiary of Rizal Cement. In 2002, Rizal Cement merged into Solid Cementwith CEMEX and other investors owning an aggregate 100% interest in Solid Cement. Solid Cement at the time

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owned a 70% equity interest in IQAC, a company engaged in the mining business. In 1999, CEMEX togetherwith other investors purchased an aggregate 99.9% interest in APO Cement. In the same year, APO Cementtransferred its mining business to ALQC.

In 2011, we acquired our terminal facilities in Manila (the “Manila Terminal”) and more generally continued theprocess of expanding our distribution infrastructure, including in particular to enable us to distribute cement inbulk from our APO Cement plant, thereby taking advantage of the APO Cement plant’s access to waterways.

In 2012, we expanded our APO Cement bulk shipping capabilities through our acquisition of two marine vessels.

In 2013, we began producing and selling ready-mix concrete, which allows us to provide customers with avariety of specially designed concrete mixes to meet the challenges of modern construction. Our plant is inManila at the same site as our Manila Terminal. In 2013, we also commissioned our first admixtures facility inParañaque, where we produce admixtures that are primarily used in our ready-mix concrete business.

In 2014, we continued our expansion at the APO Cement plant by adding a new cement mill with an additionalinstalled annual capacity of 1.5 million tonnes of cement. The investment included adding marine terminals inDavao and Iloilo as well as expanding our bulk dispatch capabilities at our APO Cement plant.

In 2015, we started focusing on providing our customers with materials and solutions for cement-intensivepavement and housing projects, including by investing in specialized equipment, a mobile ready-mix batch plantand concrete molds for housing construction.

Prior to the Reorganization, CEMEX had a presence in the Philippines through different affiliates and othercompanies in which CEMEX had minority equity ownership interests (the “CEMEX Philippines Group”). TheCEMEX Philippines Group included minority equity interests in APO Cement and Solid Cement (the “CementCompanies”), as well as IQAC and ALQC (the “Land and Mining Companies”). In 2015, in preparation for theOffer, CEMEX Philippines Group decided to separate the Cement Companies from the Land and MiningCompanies so that the Offer would be of the shares of a company owning the Cement Companies and the directand indirect subsidiaries of the Cement Companies, but that would not own the Land and Mining Companies. Inthis structure, the Offer would be outside the scope of the foreign ownership restrictions that apply to certain landownership and mining activities in the Philippines.

Prior to the Reorganization, APO Cement, Solid Cement, Edgewater Ventures Corporation, Triple DimeHoldings, Inc., Bedrock Holdings, Inc. and Sandstone Strategic Holdings, Inc. were each 60% owned by aPhilippine corporation and 40% owned by a CEMEX affiliate. ALQC was 60% owned by Edgewater VenturesCorporation and 40% owned by CEMEX Asia Holdings, Ltd., while IQAC was 70% owned by Solid Cement and30% owned by CEMEX Asia B.V.

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The following diagram provides a summary of our organizational and ownership structure prior to theReorganization:

CEMEX ASIA B.V.(Netherlands)

ALBATROSSHOLDINGS

IMPACT ASSETS

60.85%

60.15%

39.85%

39.15%

EDGEWATERVENTURES

CORP.

CEMEX ASIAPACIFIC

INVESTMENTS,B.V.

BEDROCKHOLDINGS, INC.

SANDSTONESTRATEGIC

HOLDINGS, INC.

TRIPLE DIMEHOLDINGS, INC.

APO LAND &QUARRY CORP.

RIVENDELLHOLDINGS

CORPORATION

GANDALFHOLDINGS

CORPORATION

LOTHLORIENHOLDINGS

CORPORATION

SHIREHOLDINGS

CORPORATION

OtherIandholdingsubsidiaries Other

Iandholdingsubsidiaries

ECOCRETE,INC.

ENERHIYACENTRAL, INC.

ECOPAVEMENTSINC.

Other entities withjoint venture

partners

ECOCASTBUILDERS, INC.

APO CEMENTCORPORATION

SOLID CEMENTCORPORATION

ISLAND QUARRYAND

AGGREGATESCORPORATION

100%

40%

40%

40%

40%

100%100%

100%

100%

100%

100%

60%

60%

60%

70%

30%

30%10%

60%60%

45%

45%

45% 45%

55%

55%

55%

55%

CEMEX ASIAHOLDINGS, LTD.

As part of the Reorganization, the Company was incorporated on September 17, 2015 as a holding company forCEMEX’s manufacturing businesses producing cement and cement products in the Philippines.

In connection with the Reorganization, on December 1, 2015, Edgewater Ventures Corporation sold all of itsequity interests in ALQC, representing 60% of the outstanding capital stock of ALQC, to Impact AssetsCorporation, a Philippine corporation. Similarly, CEMEX Asia Holdings, Ltd. sold all of its equity interests inALQC, representing 40% of the outstanding capital stock of ALQC, also to Impact Assets Corporation.

On December 1, 2015, Solid Cement sold all of its equity interests in IQAC, representing 70% of the outstandingcapital stock of IQAC, to Albatross Holdings, a Philippine corporation. Similarly, CEMEX Asia B.V. sold all ifits equity interests in IQAC, representing 30% of the outstanding capital stock of IQAC, to Albatross Holdings.

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The following diagram provides a summary of our organizational and ownership structure as of December 31,2015:

CEMEX ASIA B.V.(Netherlands)

ALBATROSSHOLDINGS

IMPACT ASSETS

60.15%

EDGEWATERVENTURES

CORP.

CEMEX ASIAPACIFIC

INVESTMENTS,B.V.

CEMEX AsianSouth EastCorporation

CEMEXHOLDINGS

PHILIPPINES,INC.

BEDROCKHOLDINGS,

INC.

SANDSTONESTRATEGICHOLDINGS,

INC.

TRIPLE DIMEHOLDINGS, INC.

APO LAND &QUARRY CORP.

RIVENDELLHOLDINGS

CORPORATION

LOTHLORIENHOLDINGS

CORPORATION

SHIREHOLDINGS

CORPORATION

ECOCRETE,INC.

ENERHIYACENTRAL, INC.

ECOPAVEMENTSINC.

Other entities withjoint venture

partners

CALABARAGGREGATES

CORPORATION (withjoint venture partner)

ECOCASTBUILDERS, INC.

APO CEMENTCORPORATION

SOLID CEMENTCORPORATION

ISLAND QUARRYAND

AGGREGATESCORPORATION

100%

100%

100%

45%

60%

100%

ROCKNEST,INC.

BLOCKLAND,INC.

100%

100%

11%

55%

40%

100%

100%

100%

100% 40%

30%10%

100%

39.85%

60%100%

45%

45%

45% 45%

55%

55%

55%

55% 100% 100%

ARAGORNCORPORATION

BREELANDCORPORATION

GANDALFHOLDINGS

CORPORATION

100%

CEMEX ASIAHOLDINGS, LTD.

On January 1, 2016, the Company acquired, directly and indirectly through intermediate holding companies, a100% equity interest in each of Solid Cement and APO Cement as a result of the following acquisitions:

• 1,112,934,284 preferred shares of APO Cement representing 40% of the outstanding capital stock of APOCement from CEMEX Asia Holdings, Ltd;

• 500,000 common shares of Solid Cement representing 10% of the outstanding capital stock of Solid Cementfrom CEMEX Asia Pacific Investments B.V.;

• 1,500,000 common shares of Solid Cement, representing a 30% equity interest in Solid Cement, from CEMEXAsia B.V. (in addition to CEMEX Asia B.V.’s minority interest in two shares that it owned jointly withSandstone Strategic Holdings, Inc.);

• 458,500 common shares of Edgewater Ventures Corporation representing 100% of the outstanding capitalstock of Edgewater Ventures Corporation from CEMEX Asia Holdings, Ltd.;

• 2,360,000 common shares of Triple Dime Holdings, Inc. representing 40% of the outstanding capital stock ofTriple Dime Holdings, Inc. from CEMEX Asia Holdings, Ltd.;

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• 120,000 common shares of Bedrock Holdings, Inc. representing 100% of the outstanding capital stock ofBedrock Holdings, Inc. from CEMEX Asia Holdings, Ltd.; and

• 4,660,966 common shares of Sandstone Strategic Holdings, Inc. representing 45% of the outstanding capitalstock of Sandstone Strategic Holdings, Inc. from CEMEX Asia Holdings.

Please see “Corporate Structure” on page 127 of this Prospectus for a summary of our organizational andownership structure as of the date of this Prospectus, which has been simplified to show only the relevantintermediate holding companies of CEMEX, S.A.B. de C.V.

Also as part of the Reorganization, each of Edgewater Ventures Corporation and Solid Cement divested minorityshareholdings in companies that are engaged in non-essential businesses and are not part of the core cementbusiness, namely Rivendell Corporation, Gandalf Holdings Corporation and Calabar Aggregates Corporation.

All correct applicable taxes, fees and charges have been fully paid to the appropriate government offices andagencies and/or the relevant tax treaty relief ruling have been secured for all the share transfers involved in theReorganization. The Company has secured the certificate authorizing registration (CAR) for all transactionspertaining to the acquisition of APO Cement and Solid Cement. The CAR for all transactions pertaining to thedivestment by Edgewater Ventures Corporation and Solid Cement of their respective equity interests in ALQCand IQAC, respectively, and in the companies engaged in non-essential businesses have been secured.

Under Section 1 of Philippine Competition Commission Memorandum Circular No. 16-001 pursuant toparagraph (c) of Section 19 of the Philippine Competition Act, parties to a merger or acquisition transaction, thevalue of which exceeds one billion Philippine Pesos (P1,000,000,000.00), and which was executed or otherwiseimplemented before the Memorandum Circular took effect, are exempt from the notification requirements of thePhilippine Competition Act. All agreements relating to our acquisition of Solid Cement, APO Cement and theintermediate holding companies that we acquired as part of the Reorganization were signed and executed onJanuary 1, 2016, while the Memorandum Circular took effect on March 8, 2016. For this reason, our acquisitionof Solid Cement, APO Cement and the intermediate holding companies that we acquired as part of theReorganization is exempt from the notification requirements of the Philippine Competition Act.

Competitive Strengths

We believe the following key strengths underpin our success and position us to continue to be one of the leadingcement producers in the Philippines.

Leading cement producer in the Philippines anchored by well-regarded brands

We are the largest cement producer by sales volume in the Visayas with approximately 40% share of the Visayasmarket in 2015 and the third largest nationwide with approximately 20% of share of the Philippine market bysales volume in 2015 according to the Cement Industry Report. We believe our leading position gives us thescale and reach to succeed in the attractive Philippine market.

Our strong market position is anchored by our APO, Island and Rizal brands, each of which is a long-establishedbrand with a multi-decade history in the Philippines, including over 75 years in the case of our APO brand and100 years in the case of our Rizal brand. Our brands have been used in the construction of many heritagestructures in the Philippines, including the Cultural Center of the Philippines and the University of Santo Tomas,Asia’s oldest existing university. CEMEX initially entered the Philippines market in the late 1990s. We believeour brands’ reputation have been further strengthened as a result of our continuous investments and the brands’association with CEMEX. According to the FastForwardMR Brand Survey, based on past year’s usage amongend-users (homeowners, foremen and customers in the institutional segment) our APO brand was ranked as thenumber one brand of cement in Cebu and Iloilo and the number three brand of cement in Davao, and our Rizalbrand was ranked as the number one brand of cement in South Luzon and the number three brand of cement inMetro Manila.

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Customer-centric direct sales approach supported by extensive distribution infrastructure

We were a pioneer of the customer-centric approach in the Philippines cement industry and are committed toproviding building materials solutions that are convenient, reliable and efficient for our customers. Our directsales model lies at the heart of our customer-centric approach. Our internal sales force markets and sells ourproducts directly to over a thousand customers in our customer information system, including retailers, localhardware stores, building materials suppliers and end-users such as building contractors, developers and ready-mix concrete manufacturers.

Our “Value before Volume” strategy is supported by our direct sales approach, among other factors including thequality of our products. We believe this approach results in higher revenue per tonne of cement sold comparedwith other major competitors and that, despite the higher transportation costs associated with our direct salesmodel, we are able to achieve higher cash conversion from our sales and effectively reduce receivable creditrisks. Our direct sales team consists of 33 employees whose primary responsibility is to establish and managelong-term customer relationships. Our sales team’s close interactions with customers offer insights intocustomers’ needs and create cross-selling opportunities for our products, which in turn reinforce the value of ourbrands.

To support our direct sales model, we have established an extensive distribution system with a view to ensuringthat our products are available close to our customers. We believe this approach increases customer satisfactionby minimizing delivery times and increasing the reliability of supply. We continually invest in our distributioninfrastructure, which comprises marine distribution terminals, land distribution centers and a large fleet of trucksand marine vessels that we manage directly. For greater visibility, our trucks are equipped with a tracking systemthat allows us to monitor the status of our deliveries. We also use the services of a weather consulting company,and we employ a meteorologist, to predict the weather in our markets with a view to minimizing weatherdisturbances to our distribution efforts. Our presence throughout the distribution chain allows us to work moreclosely with our customers, which we believe further increases brand loyalty.

Our customer-centric direct sales approach is also supported by a 24 hours per day, seven days per weekcustomer service call center and our customer information system. The customer service call center is staffed by15 customer service center agents who are responsible for overall customer relationship management activities,such as order-taking and fulfillment, inquiries and complaint management. Our customer information systemallows us to see the order type, quantity and delivery preferences that are typical of each of our customers overtime and this facilitates better understanding of customers’ needs, enabling us to tailor our product and serviceofferings for particular customers and markets. We believe that our customer-centric approach enhancescustomer loyalty.

Track record of innovation with a broad product offering

We have been successful in adapting innovative products and services available in more developed markets toserve the needs of the evolving Philippine market. These products and services are typically based on CEMEX’sglobal portfolio of diversified products and services and our continuous interaction with the CEMEX ResearchGroup, which enables us to leverage CEMEX’s institutional know-how in a range of production, design andprocess areas.

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The following graphic shows the typical process by which we provide innovative products and services to thePhilippine market:

For example, in 2011, CEMEX developed “Promptis®,” a fast form-removal ready-mix concrete with rapidhardening properties, which we launched in the Philippines in 2013. From time to time, we work in coordinationwith Government agencies to provide innovative solutions to the marketplace. Currently, we are working incoordination with the Department of Public Works and Highways to provide a solution to the rapid constructionrequirements of highly urbanized areas. For example, we used “Promptis®” in the rehabilitation of the historicAyala Bridge in the City of Manila. Promptis®, which achieves maximum compressive strength three times fasterthan conventional concrete, provided an ideal concrete solution for the rehabilitation that needed to be expediteddue to traffic volumes on the Ayala Bridge. Similarly, our admixtures facility works in cooperation with theCEMEX Research Group to develop new chemical compounds suited to the cement needs of our customers forwaterproofing, self-compacting and light weight concrete.

Other examples of products and solutions that we have launched in the last few years include:

• CEMEX Marine cement (Type II/V), a sulfate resistant cement which is now a preferred solution for use inseawall and water-management projects, such as the reservoir projects of the Metropolitan Waterworks andSewerage System;

• APO and Rizal Masonry Cement (Type M), each of which was introduced in 2009 and serves as a productsuited to plastering and semi-structural masonry works, which reduces product and labor costs and results inless plaster cracking, in addition to offering a significantly reduced environmental footprint compared withregular Portland cement;

• CEMEX Palitada King Masonry Cement (Type S), which was introduced in 2003 and is formulated with XDPlusTM, an admixture that yields highly workable, self-healing plaster which is highly resistant to cracking; and

• APO Portland Premium and Rizal Portland Super (Type 1P), each of which was introduced in 2004 and servesas an all-purpose cement suitable for general construction, which is designed to increase in strength anddurability over time.

We are continuing to develop our total solutions approach, pursuant to which we offer an extensive portfolio ofproducts and value-added services, with a view to differentiating us from our competitors. For example, in 2015through our EcoPavements and EcoCastBuilders lines, we began focusing on providing our customers withmaterials and solutions for cement-intensive pavement and housing projects, including by investing inspecialized equipment, a mobile ready-mix batch plant and concrete formworks for housing construction. Webelieve that our innovative products as well as our value-added services will increasingly be in demand as thePhilippine market becomes more sophisticated.

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Strategically located plants and infrastructure

Our production plants and distribution infrastructure are strategically located to serve key markets in thePhilippines. All of our cement is produced at our APO Cement plant and our Solid Cement plant. Our APOCement plant is located in the heart of the Visayas, Cebu island. This location, combined with our adjacentprivate jetty facility, provides us with a significant advantage in distributing cement into the Visayas andNorthern Mindanao. This private jetty enables us to load bag and bulk cement into vessels using a conveyor beltattached to the cement plant, thus significantly reducing loading time and costs. Our Solid Cement plant in Rizalis strategically located to service the NCR, which is by far the largest market in the Philippines and includes theMetro Manila area. Our ready-mix concrete facility is well placed in Metro Manila to better complement oursales of cement. The following graphic shows the location and reach of our production plants in the Philippines.

Our distribution infrastructure, comprising marine terminals and land distribution centers, is also strategicallylocated to ensure that our cement is available near to where our customers are located, thereby minimizingdelivery times and increasing reliability of supply. While we have a significant presence in each of Luzon, theVisayas and Mindanao, the highest concentration of our marine terminals and land distribution centers is in theVisayas, serving the islands in the Visayas and Northern Mindanao, which require substantial distributioninfrastructure to reach many customers. According to the Cement Industry Report, we had an approximate 40%share of the market by sales volume in the Visayas in 2015. In the five years through 2015, we experiencedsignificant increased demand in the Visayas and, based on existing factors, we believe demand will continue toincrease.

Cost-effective producer with highly efficient operations

We believe we are among the most efficient cement producers in the Philippines. In maintaining our low coststructure, we focus on managing key cost drivers, encouraging innovation throughout our organization andleveraging the expertise and experience of CEMEX to implement advanced techniques, such as the inertizationof the kilns in both of our plants to increase production output. We invest heavily in processes and equipment

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with a view to maximizing operational efficiency, as measured primarily by kiln efficiency, mill efficiency andclinker to cement ratio. As a result of our processes and equipment modifications in recent years, our kilnefficiency increased from an already high level of 86.6% in 2010 to 90.4% in 2015, and the operationalefficiency of our mills has increased from 75.4% to 80.4% over the same period.

For fiscal 2013, fiscal 2014 and fiscal 2015, our combined capital expenditures were P2,215.2 million,P2,405.0 million and P1,046.0 million, respectively, and for the three months ended March 31, 2016 ourconsolidated capital expenditures were P44.8 million, in each case primarily relating to equipmentmodernization initiatives. We have also applied CEMEX practices and technologies to reduce the duration ofmajor shutdowns, provide our kilns with better fuel mixes, implement preventative maintenance strategies andenhance the quality and reliability of our supply of grid electricity by improving our electricity connectioninfrastructure.

We have also undertaken efforts to increase energy efficiency, expand our use of alternative fuels, reduce carbondioxide emissions and manage our use of raw materials and water. For example, in April 2015, we andSINOMA, our equipment partner, commenced operations of the waste heat facility at our Solid Cement plant.This facility allows us to capture waste heat generated by our kiln and convert it into electricity. In addition, wecontinue to rely on alternative fuels to manage our fuel costs and emission levels. We seek to optimize our fuelmix with available alternative fuels, such as rubber tires, waste plastic, rice husks and other alternative fuels,including refuse-derived fuels, at our Solid Cement plant. Our use of refuse-derived fuel, which we began usingat our Solid Cement plant in 2013, increased from minimal amounts in 2013 to approximately 16.6% of theoverall fuel used to fire our kiln at our Solid Cement plant in 2015.

Benefit from synergies with CEMEX, a world-class operator

CEMEX is one of the largest cement companies in the world with annual installed production capacity as ofDecember 31, 2015 of approximately 92.9 million tonnes. CEMEX is the world’s largest ready-mix concretecompany with annual sales volume of approximately 52.9 million cubic meters in fiscal 2015, one of the world’slargest aggregates companies with annual sales volume of approximately 147.9 million tonnes in fiscal 2015 andone of the world’s largest traders of cement and clinker, having traded approximately 8.8 million tonnes ofcement and clinker in the year ended December 31, 2015. We benefit from a continuous transfer of knowledgewith CEMEX, and the CEMEX Research Group is responsible for important contributions to new products thatwe have developed and launched in the Philippines. Access to CEMEX’s broad product portfolio, experience andexposure to multiple sectors allows us to benefit from best practices, technologies and know-how in productiontechniques, marketing and sales strategies. These benefits enable us to introduce innovative and differentiatedproducts and services to our customers and implement techniques to improve our operational efficiency andreduce production costs, such as our adoption of alternative fuel sources that we believe has allowed us tooutpace market competitors in the use of alternative fuels and energy management. CEMEX’s expertise has alsohelped us capture synergies and exploit cross-selling opportunities associated with CEMEX’s trading networkand brand recognition. For example, we have been able to leverage CEMEX’s scale to obtain certain rawmaterials such as clinker at favorable prices pursuant to global sourcing arrangements with a CEMEX tradingaffiliate. We also benefit from CEMEX’s relationships with original equipment manufacturers (OEMs). Forexample, the mill for our new production line under development at the Solid Cement plant was sourced byCEMEX. Moreover, we benefit from access to certain of CEMEX’s corporate services, such as treasury,information and technology support, legal and tax planning services, as well as from an exchange of knowledgeand experience provided by employees who come to our offices on assignment from other CEMEX offices.

As the construction industry in the Philippines develops further, product innovation and technology will becomean increasingly important element of our responses to customer needs. Industry-leading capabilities willincreasingly be required to succeed in the market. We believe our ability to continue to leverage CEMEX’sexpertise following the Offer has significant value that will impact our margins. To this end, we have entered intoarrangements with CEMEX designed to continue and enhance our relationship with CEMEX following the Offer.Please see “Business—Relationship with CEMEX” on page 125 of this Prospectus and “Related PartyTransactions” on page 166 of this Prospectus for descriptions of these arrangements.

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Experienced and dedicated management team

We are led by a senior management team with substantial operating experience and industry knowledge and aproven track record of successfully steering us through each stage of the economic cycle and acquiring andintegrating related businesses and assets. With an average of 14 years of experience with the CEMEX group, oursenior management team is highly experienced in the construction materials industry. The management team hasbeen working together in the Philippines for many years and seven of the eight members of our managementteam are Philippine citizens. As such, our management team has extensive knowledge of and familiarity with theoperating environment in the Philippines to formulate strategies that meet local market demands and trends. Theteam’s continuity and knowledge of the Philippine market and the building materials solutions industry hashelped us establish long-standing relationships and loyalty with our customers, suppliers and institutions. Weexpect CEMEX to continue to support our operations through the Services Agreements.

Business Strategies

We plan to continue focusing on our core business, the production and sale of cement, leveraging CEMEX’sglobal presence and extensive operations worldwide, and managing costs and maintaining profitability.

The following are the core elements of our business strategy, which is in part a means of implementingCEMEX’s global priorities, namely, Health and Safety, Customer-Centricity, Increasing Efficiencies, Cost-Reduction and Pricing Initiatives.

Expand capacity to capture growth opportunities in the attractive markets of the Philippines

The Philippines is the fourth largest economy in Southeast Asia, according to the IMF, and is among the fastestgrowing economies in the region, according to the Asian Development Bank. We plan to increase our productioncapacity to serve the growing Philippine market. In June 2014, we completed the expansion of the capacity of ourAPO Cement plant from 2.3 million tonnes to 3.8 million tonnes per annum. In May 2015, we announced that wewould undertake a new US$300.0 million investment to expand the capacity of our Solid Cement plant. As ofMarch 31, 2016, we had spent approximately P26.3 million on this expansion project. We expect to fund thisproject using our free cash flow. The new integrated cement production line, which is currently in thepreliminary stages of development, is expected to add approximately 1.5 million tonnes of annual cementproduction capacity by 2019. This represents an increase of approximately 26% over our current aggregateinstalled capacity across our APO Cement and Solid Cement plants of approximately 5.7 million tonnes per year.

Our expansion of the Solid Cement plant, which is strategically located to service the NCR, is central to ourcontinuing strategy of focusing on the largest market in the Philippines. We are focused on markets withconsiderable infrastructure needs and housing requirements, where we have a substantial share of the market andbenefit from competitive advantages.

Continue to enhance profitability by increasing operational efficiency at our plants

We intend to continue to focus on optimizing our operations by investing in processes and equipment to managecosts and enhance efficiency. We frequently evaluate alternatives to increase output from the existing lines at ourplants through modifications and enhancements that do not require substantial capital investment. For example, weare currently evaluating the redesign of the clinker cooling system at our APO Cement plant, which we believecould potentially increase the plant’s daily production capacity by up to 500 tonnes per day. Our relationship withCEMEX is expected to continue to offer opportunities to adopt cost-reducing technologies developed by CEMEXglobally for application in the Philippine market. For example, we recently introduced customized grinding aids,developed in coordination with the CEMEX Research Group, that we believe will increase mill efficiency withlimited additional investment. We have also leveraged CEMEX’s expertise to achieve greater equipment efficiencyand reliability of our equipment, and as a result, our kiln efficiency has averaged 88.7% for the years endedDecember 31, 2010 through 2015. We also remain focused on energy efficiency, alternative fuels usage, reducedemissions and optimal use of raw materials and water. For example, we intend to install a second waste-heatrecovery system at our Solid Cement plant, in connection with our expansion of the plant, as described in“Business—Production Facilities.” We are also considering similar initiatives for our APO Cement plant. We

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believe that these cost-saving measures better position us to quickly adapt to potential increases in demand andthereby benefit from the operating leverage we have built into our cost structure.

Further strengthen our distribution network

We intend to continue to invest in our distribution infrastructure and manage distribution through our fleet oftrucks and vessels. In addition to reliable and consistent product delivery for our customers, our distributioninfrastructure helps us to maintain close and long-term customer relationships. In 2014, we made substantialinvestments in the distribution infrastructure at our APO Cement plant, including two new marine terminals, anupgrade to our private jetty facility and new conveying equipment. We plan to further develop our distributionnetwork in order to nurture and enhance customer relationships with a view to maintaining and expanding ourshare of the market. In particular, we are focused on investments to enhance the efficiency and durability of ourdistribution infrastructure in the Visayas and Mindanao.

Continue developing and introducing innovative solutions for our customers

We are focused on the local implementation of CEMEX’s global strategy of becoming the most customer-oriented building materials solutions company by providing our customers with targeted products and services tostay ahead of a rapidly changing market that is characterized by increasingly demanding and sophisticatedcustomer requirements. We seek a clear understanding of our customers’ needs and aim to meet them with high-quality building materials solutions targeted for specific uses, ranging from home construction, improvement andrenovation to industrial and marine/hydraulic applications. For example, we are developing new products forfaster housing construction, such as our self-compacting ready-mix concrete used in wall casts and molds, andour waterproof ready-mix concrete that, among other benefits, eliminates the need for coating roofs. Ourinnovation strategy is supported by our relationship with CEMEX, which affords us access to innovativeproducts developed by CEMEX. In addition to our own innovation initiatives in the Philippines, we intend tocontinue to bring products developed by CEMEX globally to the Philippine market, and in the process grow ourmarket position by being one of the most customer-centric companies in the construction materials industry. Inaddition, we believe that by offering innovative products and services that create value for our customers, we canenhance our ability to command premium pricing.

Ensure sustainability is fully embedded in our business

Our objectives include providing resilient infrastructure and energy-efficient building solutions, implementing ahigh-impact social strategy to empower communities, enabling a low-carbon and resource-efficient industry andembedding our core values into every action.

We intend to maintain our focus on sustainable and socially responsible construction by, among other things,developing products, services and building solutions for a low-carbon economy, low-income housing programsand large-scale infrastructure projects; increasing our use of alternative fuels and raw materials; and optimizingair quality, waste management and recycling, among other things. Evidencing our commitment to sustainabledevelopment is the fact that APO Cement and Solid Cement hold the distinction of being the first cement plantsto be awarded the Green Choice Eco-Label from Green Choice Philippines, a voluntary ecolabelling programestablished in 2000 that helps to identify products or services that reduce environmental impact in thePhilippines. Additionally, our use of refuse-derived fuels to heat our kilns is part of a United Nations-certifiedclean development mechanism. The use of alternative fuels is also an important part of our energy strategy thathighlights our commitment to operational efficiency and sustainable development. We believe that fosteringsustainable and socially responsible development for our surrounding communities starts with providing a workenvironment that is safe and healthy for our employees and contractors and is mindful of our surroundingcommunities. To this end, we have implemented a health and safety management system that helps us pursue ourhealth, safety and sustainability goals.

Providing Resilient Infrastructure and Energy-Efficient Building Solutions. Providing enhanced value to ourcustomers and end users through sustainable products is one of our main strategies. In order to develop a newproduct or solution, the first step is to fully understand our customers, which requires a clear definition of what

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they require to build, the relevant challenges, what the product technology must achieve and how the product orsolution will be applied. As a result, we believe that the products we offer to the market not only provide topclass technology, but also embed knowledge of our customers’ needs and how they wish to achieve their goals.As urban populations grow and climate change causes more extreme weather, we believe that the need forresilient infrastructure is growing exponentially. We intend to continue our focus on balancing this increasingdemand for resilient infrastructure with products, construction practices and maintenance that have minimalimpact on the environment.

Implementing a High-Impact Social Strategy to Empower Communities. We believe that the sustainability ofour operations is directly related to the well-being and development of our stakeholders and surroundingcommunities. Accordingly, wherever we operate we strive to build mutually beneficial relationships with keystakeholders including, among others, our neighbors, members of academia and non-governmental organizations.We believe we are able to create innovative solutions to social challenges and create more sustainablecommunities by bringing together our economic, educational and human resources. We strive to collaborate withour surrounding communities in order to identify their needs and concerns so that we may address them. Byleveraging our strengths and experience, we work with communities to jointly develop project proposals that arerelevant to each community

Enabling a Low-Carbon and Resource-Efficient Industry. We dedicate significant efforts to address keysustainability-related issues, from biodiversity and conservation to renewable energy, climate change andemissions monitoring. Climate change poses significant challenges to our society, and we are committed toapplying our skills and, technologies to contribute to the development of a low-carbon economy.

Embedding our Core Values into Every Action. As part of our values, we intend to (i) promote a healthy andsafe working environment by making health and safety one of our top priorities; (ii) focus on our customers byproviding them with valuable business solutions that meet their needs; (iii) pursue excellence by seeking toachieve high industry standards in our overall performance; (iv) leverage our knowledge, and the globalknowledge of CEMEX; and (v) act with integrity by complying with our code of ethics. One of our strategicgoals is to become one of the most customer-oriented companies in our industry. We believe that our success isdependent upon the success of our customers. As a result, we strive to become our customers’ best option in allof our markets. We value our employees, and believe that our people are one of our competitive advantages thatallow us to be successful. We are a dynamic organization that provides growth opportunities for our people,helping them fulfill personal career ambitions. We identify future leaders, encouraging them to developinnovative processes and assess risks and opportunities for improvement among our operations. In addition, wefoster an open dialogue at all times, encouraging our employees to raise questions and speak up when somethingis off track and provide ideas for how to solve issues that may arise.

Relationship with CEMEX

We have a significant ongoing commercial and operational relationship with CEMEX, which is fundamental toour business. Prior to the Offer, our subsidiaries engaged in various commercial arrangements with CEMEX inthe ordinary course and on arm’s-length terms. Please see “Related Party Transactions” on page 166 of thisProspectus.

Through our Framework Agreement and the CEMEX Agreements, we expect to rely on CEMEX to makesubstantial contributions to our strategy and operations. See “Related Party Transactions” on page 166 of thisProspectus. We regard CEMEX as a supportive and valued partner in our business, whose interests in mostrespects closely align with our own.

Upon the completion of this Offer, CEMEX will indirectly own 2,857,467,500 of our Shares through the PrincipalShareholder and other intermediary holding companies (assuming no utilization of the Undertaking to Purchase),representing beneficial ownership of approximately 55.0% assuming all of the Offer Shares are sold to the public.As a result, CEMEX will have the power to elect the majority of the members of our Board, some of whom mayhave other relationships with CEMEX, and CEMEX generally will have the power to control matters requiringshareholder approval or consent subject to the rights of minority shareholders under Philippine law.

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CEMEX operates in the same highly competitive industry as we do. The Framework Agreement provides, amongother things, the guidelines under which we and CEMEX may compete geographically regarding the production,marketing, sale and distribution of our products, doing business with customers and also investmentopportunities, subject to certain limitations. Pursuant to the Framework Agreement:

• CEMEX has agreed not to compete with us in the Philippines; and

• we and CEMEX are permitted to compete with each other anywhere else in the world; provided, however, thatin any country where competition between CEMEX and us is not prohibited under the Framework Agreement,CEMEX has a first priority right over any investment opportunity and we must refrain from taking advantageof any such investment opportunity in any such country without the prior consent of CEMEX and the PrincipalShareholder.

Historically, our subsidiaries have paid CEMEX the Pre-Offering Fees as consideration for the provision byCEMEX of a variety of services and the use of different trademarks, names and intellectual property assetsowned by CEMEX. Our subsidiaries will cease to pay the Pre-Offering Fees to CEMEX upon the closing of theOffer. In connection with the Offer, we are entering into the CEMEX Agreements, each of which will beretroactively effective as of January 1, 2016 upon the consummation of the Offer. The terms of the CEMEXAgreements are summarized in “Related Party Transactions.”

Pursuant to the CEMEX Agreements, we receive from CEMEX a variety of ongoing administrative, professionaland technical services, including, but not limited to, human resources, energy, accounting and tax, legal, strategicplanning and treasury services. In addition, CEMEX has granted us the right to use different trademarks, namesand intellectual property assets owned and developed by CEMEX, such as the name “CEMEX” and other relatednames and trademarks, processes and information technology, software, industrial models, procurement,commercial and distribution systems. In exchange for such services and the right to use such trademarks, namesand intellectual property assets, we have agreed to pay CEMEX, consistent with market practice and arm’s-length principles, Post-Offering Fees that, based on our combined net sales for fiscal 2015, would have beenapproximately 5% of our combined net sales in fiscal 2015, of which approximately 4.1% is in respect ofservices provided under the Trademark License Agreement and the Non Exclusive Use, Exploitation andEnjoyment of Assets License Agreement, and, approximately 0.9% is in respect of services provided under theServices Agreements. CEMEX has advised us that the Post-Offering Fees will be equal to 5% of our net sales forfuture years, so long as this amount is consistent with the pricing provisions of the CEMEX Agreements,including with reference to transfer pricing rules and arm’s length principles. The Post-Offering Fees are payableon a quarterly basis. We will continue to pay the Post-Offering Fees to CEMEX as long as CEMEX providessuch services to us and the Post-Offering Fees reflect market practice and arm’s-length principles.

CEMEX Global Vision

As a member of the CEMEX group, we have adopted CEMEX’s unified global vision, which includes thefollowing core principles:

Purpose. We expect to make the future better for our people, our customers, our shareholders, and thecommunities we interact with. We address society’s growing needs by offering high-quality products and innovativesolutions. We expect to drive sustainable development and improve the lives of people and communities around usby developing and delivering what we deem to be the best solutions in cement and concrete.

Mission. We seek to create sustainable value by providing industry-leading products and solutions to satisfy theconstruction needs of our customers.

Strategy. We aim to create value for our customers by implementing the core elements of our business strategydescribed above and we seek to continue to improve our overall business by growing profitably and maximizingour overall performance.

Operating model. We recognize the value of developing common practices to improve the way we operate. Wereplicate best practices from within our operations and also from across CEMEX, apply them, and leverage ourinternal knowledge. We participate in global networks created by CEMEX which define specific policies andgoals that directly impact our results. In general, we leverage our knowledge and scale to establish best practices

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and common processes with other CEMEX companies worldwide which we expect will allow us to operate ourbusiness more effectively and obtain the best use of our assets.

Values. As part of our overall values, we intend to (i) promote a healthy and safe working environment bymaking health and safety one of our top priorities; (ii) focus on our customers by providing them with valuablebusiness solutions that meet their needs; (iii) pursue excellence by seeking to achieve high industry standards inour overall performance; (iv) leverage our knowledge, and the global knowledge of CEMEX; and (v) act withintegrity by complying with our code of ethics.

Corporate Structure

We are a holding company that operates our business through subsidiaries which, in turn, hold interests in ourcement companies as well as in other businesses.

The following diagram provides a summary of our organizational and ownership structure as of the date of thisProspectus and has been simplified to show only the relevant intermediate holding companies of CEMEX, S.A.B.de C.V.

Ecocast Builders,Inc.

55%

CEMEX España, S.A.(Spain)

CEMEX Asia B.V.(Netherlands)

CEMEX Asian South EastCorporation

CEMEX HoldingsPhilippines, Inc.

CEMEX Asia ResearchAGa

(Switzerland)

Falcon Re Ltd(Barbados)

Solid CementCorporation

BedrockHoldings, Inc.

SandstoneStrategic

Holdings, Inc.

EdgewaterVentures Corp.

Triple DimeHoldings, Inc.

EnerhiyaCentral, Inc.

Ecocrete, Inc. EcopavementsInc.

NewcreteManagement

Inc.

Greencrete Inc. CalabarAggregates

Corporation

100%

100%

100% 100% 40%

100%

45%

100%

60.15%

39.85%

60%

60%

100% 100% 100% 100% 70% 5% 40%

100%

CEMEX, S.A.B. de C.V.(Mexico)

CEMEX México, S.A. de C.V.(Mexico)

CEMEX Operaciones México, S.A. de C.V.(Mexico)

New Sunward Holding B.V.(Netherlands)

Lomez International B.V.(Netherlands)

CEMEX Hungary K.F.T.(Hungary)

100%

99.9%

100%

APO CementCorporation

40%

100%100%

100%

CEMEX Corp.(United States)

Transenergy, Inc.(United States)

100%

100%

CEMEX Research GroupAG

(Switzerland)

100%

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Our Subsidiaries

The following are brief descriptions of our operating subsidiaries and their principal activities and assets:

• APO Cement. APO Cement was incorporated in the Philippines on December 27, 1961. Please see“Business—History and Reorganization” on page 114 of this Prospectus for details on our acquisition of equityinterests in APO Cement. We own a direct 40% equity interest in APO Cement as well as an indirect 60%equity interest through our equity interest in Triple Dime Holdings, Inc. APO Cement owns and operates theAPO Cement plant and primarily produces products which carry the APO cement brand.

• Solid Cement and its subsidiaries. Solid Cement was incorporated in the Philippines on September 14,1987. Please see “Business—History and Reorganization” on page 114 of this Prospectus for details on ouracquisition of equity interests in Solid Cement. We own a direct 40% equity interest in Solid Cement as well asan indirect 60% equity interest through our equity interest in Sandstone Strategic Holdings, Inc. Solid Cementowns and operates the Solid Cement plant and primarily produces products which carry the Island and Rizalcement brands. Solid Cement also owns a 100% equity interest in each of the following subsidiaries:

• Ecocast Builders, Inc. and Ecopavements Inc. Ecocast Builders, Inc. and Ecopavements Inc. were eachincorporated in the Philippines on October 16, 2014; each of which provides our customers with materialsand solutions for cement-intensive housing and pavement projects, respectively;

• Ecocrete, Inc. Ecocrete, Inc. was incorporated in the Philippines on February 13, 2013 and manufactures,develops and sells ready-mix concrete and other construction related products materials.

• Falcon Re Ltd. Falcon Re Ltd. was incorporated in Barbados on May 9, 2016. We own a direct 100% equityinterest in Falcon Re Ltd., which reinsures the CEMEX Reinsurer in respect of our property, non-damagebusiness interruption and political risks insurance.

• CEMEX Asia Research A.G. CEMEX Asia Research A.G. was incorporated in Switzerland on December 18,2015. We own a direct 100% equity interest in CEMEX Asia Research A.G., which is the licensee for thecertain licensed trademarks and intangible assets to which we have access through our agreements with Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and the Trademark LicenseAgreement.

The following are brief descriptions of our investment holding company subsidiaries and their principal assets:

• Edgewater Ventures Corp. and Triple Dime Holdings. Edgewater Ventures Corp. was incorporated in thePhilippines on April 23, 1998 and Triple Dime Holdings, Inc. was incorporated in the Philippines on May 13,1998. We own a 100% equity interest in Edgewater Ventures Corp., which is an investment holding companythat owns a direct 60.15% equity interest in Triple Dime Holdings, Inc. We own the remaining 39.85% equityinterest in Triple Dime Holdings, Inc. directly. Triple Dime Holdings owns a direct 60% equity interest in APOCement.

• Bedrock Holdings, Inc. and Sandstone Strategic Holdings. Bedrock Holdings, Inc. was incorporated in thePhilippines on October 30, 1998 and Sandstone Strategic Holdings was incorporated in the Philippines onNovember 12, 1998. We own a direct 100% equity interest in Bedrock Holdings, Inc., which is an investmentholding company that owns a direct 55% equity interest in Sandstone Strategic Holdings, Inc. We own theremaining 45% equity interest in Sandstone Strategic Holdings, Inc. directly. Sandstone Strategic Holdingsowns a direct 60% equity interest in Solid Cement.

• Enerhiya Central, Inc. Enerhiya Central, Inc. was incorporated in the Philippines on February 26, 2013, toprimarily sell, broker, market and/or aggregate electricity to industrial, commercial and institutionalclients. Enerhiya Central, Inc. has not yet started commercial operations. We own an indirect 100% equityinterest in Enerhiya Central, Inc. through our 100% equity interest in Solid Cement.

• Newcrete Management Inc. Newcrete Management Inc. was incorporated in the Philippines on November 14,2012, to provide management services related to technical support, concrete sales, concrete products and other

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related products and services. Newcrete Management Inc. has not yet started commercial operations. We ownan indirect 70% equity interest in Newcrete Management Inc. through our 100% equity interest in SolidCement.

The following are brief descriptions of companies in which our subsidiary, Solid Cement, has minorityinvestments:

• Calabar Aggregates Corporation. Calabar Aggregates Corporation was incorporated in the Philippines onJanuary 31, 1991. Calabar Aggregates Corporation, a company in which we own an indirect 40% equityinterest through our indirect 100% equity interest in Solid Cement, is a joint venture with PhilippineInvestment Management Consultants (PHINMA), Inc. that was formed in 1997. This company is currentlyinactive.

• Greencrete Inc. Greencrete Inc. was incorporated in the Philippines on November 14, 2012. We own anindirect 5% equity interest in Greencrete Inc. through our indirect 100% equity interest in SolidCement. Greencrete Inc. has not yet started commercial operations.

Our Products and Brands

The products we sell primarily comprise gray ordinary Portland cement, masonry or mortar cement, blendedcement and ready-mix concrete. Our cement is sold under the APO, Island and Rizal brand names. Our Islandand Rizal brands are primarily sold to our customers in Luzon, whereas our APO brand cement is primarily soldto our customers in the Visayas and Northern Mindanao. Our ready-mix products are sold under brands, such asPromptis®, to our customers in Metro Manila. According to the FastForwardMR Brand Survey, based on the pastyear’s usage among end-users (homeowners, foremen and customers in the institutional segment) our APO brandwas ranked as the number one brand of cement in Cebu and Iloilo and the number three brand in Davao, and ourRizal brand was ranked as the number one brand in South Luzon and the number three brand in Metro Manila.

Cement

Cement is a binding agent that, when mixed with sand, stone or other aggregates and water, produces eitherready-mix concrete or mortar. We provide our customers with high-quality branded cement products and servicesin both bagged and bulk formats. We rely on our professional knowledge and experience to develop customizedproducts that fulfill our customers’ specific requirements and foster efficient and sustainable construction. Wesell a large proportion of our cement in bags. Sales of cement and cement products accounted for 99.4%, 98.9%and 97.9% of combined net sales before eliminations resulting from combinations for fiscal 2013, fiscal 2014 andfiscal 2015, respectively, and 98.1% of our consolidated net sales for the three months ended March 31, 2016.Our principal groups of related products and services are gray ordinary Portland cement, blended cement andmasonry cement. The majority of the cement that we sell is blended cement, which accounted for 59.0% of ourcombined net sales in fiscal 2015, followed by gray ordinary Portland cement, which accounted for 35.6% of ourcombined net sales in fiscal 2015 and, to a lesser extent, masonry cement, which accounted for 3.0% of ourcombined net sales in fiscal 2015. Blended cement, gray ordinary Portland cement and masonry cementaccounted for 63%, 34% and 2%, respectively, of our consolidated net sales for the three months endedMarch 31, 2016. In the year ended December 31, 2015 and the three months ended March 31, 2016, bag cementaccounted for over 80% of our cement sales. Demand for bulk cement tends to vary with investment ininfrastructure. We deliver our bagged, branded product to a large number of distribution outlets so that ourcement is available to end-users in a point of sale near to where the product will be used. We strive to developbrand identity and recognition for our bagged product.

Ready-Mix Concrete

Concrete is formed by mixing cement with water, aggregates (gravel and sand), paste and admixtures. Ready-mixed concrete is the most common form of concrete. In fiscal 2013, we began producing and selling ready-mixconcrete to showcase our ability to provide customers with a variety of specially designed concrete mixes to meetthe challenges of modern construction. Sales of ready-mix concrete represented 0.2%, 0.8% and 1.4% of ourcombined net sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively, and 1.3% of our consolidated net

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sales for the three months ended March 31, 2016. We offer conventional, industrial service, specialized andpavement ready-mix concrete products. New ready-mix concrete products we offer include innovative buildingsolutions such as fast form-removal ready-mix concrete known as “Promptis®.”

Other

From time to time, we sell small amounts of admixtures and clinker to third parties. Utilizing our expertise andvariety of product offerings, and in particular the products offered by our showcase ready-mix concrete facility,we also occasionally provide pavement and housing solutions to our customers.

The following chart sets forth certain details of our products:

Product Brands Description

ProductSpecificationsand National

Standards Met Target Market

GrayOrdinaryPortland

APO PortlandCement

General-purpose Type I Portland cement madefor high performance applications. It passes thespecifications of Type II cement as moderatelysulfate resistant and is suitable for applicationsnear bodies of water.

PNS 07:2005ASTMC150:2009

Institutionalcementcustomers,developers,contractorsandready-mixoperators

Island PortlandCement

General-purpose Portland cement made forhigh performance applications. Achieveshigher compressive strength in less timecompared to other Portland cement.

PNS 07:2005ASTMC150:2009

Masonryor mortar

Rizal MasonryCement

Type M masonry cements. Minimizes thecarbon footprint of regular Portland cement byup to 32% and allows better moisture retentionand adhesion strength.

PNSASTMC91:2005

RetailersAPO MasonryCement

Palitada KingMasonry

Type S masonry cement. Superior propertiesfor use in masonry applications, as it’s lessprone to rapid dehydration during dry, hot, orwindy days. Minimizes shrinkage and stressesthat lead to cracking.

PNSASTMC91:2005

Institutionalcementcustomers,retailers

Blended

Rizal PortlandSuper

All-purpose Type 1P cement formulated withnatural minerals that add beneficial properties,such as increased strength and durability overtime. Used for general constructionapplications where structures are exposed tomoderate sulfate environments.

PNS 63:2006ASTMC595:2009

Retailers

APO PortlandPremium

PNS 63:2006ASTMC595:2009

Ready-MixConcrete

Promptis®

Advanced, early-strength, and controlled setconcrete solution with similar workability toconventional concrete. Achieves maximumcompressive strength in 24 hours, up to 3 timesfaster than conventional concrete, and stillmaintains initial flow properties andworkability for up to 3.5 hours.

ASTM C494(1) Developers,contractors

(1) There are no national product standards for concrete products in the Philippines. However, our ready-mix products comply with ASTMC494, which is an international standard developed by ASTM International for the use of chemical admixtures in ready-mix concreteproducts.

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Production Process

Cement

We source our limestone, pozzolans and clay primarily from ALQC and IQAC. These raw materials aredelivered from the quarry to our crushing facilities on trucks that we lease from third parties. The crushed rawmaterials are then delivered by conveyor-belt to our production facilities, where we manufacture cement througha closely controlled chemical process. Prior to CEMEX’s initial investment in our plants, we used both the wetprocess and the dry process to produce cement. Currently, all of our plants use the dry process, which is moreenergy efficient than the wet process. In the dry process, the limestone and clay are first pre-homogenized, aprocess that consists of combining different types of limestone and clay. The resulting mix is typically dried, andthen prepared for the kiln. In the kiln, the raw materials are processed at a very high temperature to produceclinker. Clinker is the intermediate product used in the manufacturing of cement.

The clinker is then cooled down, mixed with gypsum (which we source from third parties in the Philippines andfrom abroad) and fed in specified proportions into a cement grinding mill where they are ground into anextremely fine powder and mixed with grinding aids including admixtures (which can be added to controlvarious properties of the concrete including plasticity, pumpability, freeze-thaw resistance, strength and settingtime) and other cement additives, which we produce or source from third parties, to produce finished cement.Generally, the production process for blended cement is more environmentally friendly than the productionprocess for ordinary Portland cement as the former uses less clinker, which has a more energy intensiveproduction process.

Ready-Mix Concrete

Ready-mix concrete is a combination of cement, fine and coarse aggregates, admixtures and water. We tailor ourready-mix concrete to fit our customers’ specific needs. By changing the proportion of water, aggregates andcement in the mix, we modify our concrete’s resistance, manageability and finish. We also use ready-mixconcrete chemical admixtures to customize our concrete consistent with the transportation time from our plant tothe project, weather conditions at the construction site and the project’s specifications.

Admixtures

We conduct research, development and production of our chemical admixtures solutions, such as concreteplasticizers and retarders, liquefiers, air entraining agents and hardening catalysts at our admixtures facilitylocated in Parañaque. This facility works in cooperation with the CEMEX Research Group to develop newchemical compounds suited to the cement needs of our customers.

Production Facilities

As of March 31, 2016, all of our cement was produced at two cement plants, the APO Cement plant in Cebu inthe Visayas, and the Solid Cement plant in Rizal in Luzon. We also have one ready-mix concrete plant in Manilaand an admixtures facility in Parañaque.

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The following chart shows the kiln capacity, installed annual capacity and sales volumes for our cement plantsand the installed annual capacity and sales volumes for our ready-mix concrete plant as of the dates and for theperiods set forth below.

As of and for the yearsended December 31,

As of andfor thethree

monthsended

March 31,

2013 2014 2015 2016

(millions of tonnes)

Capacity and Sales VolumesAPO Cement

Kiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 3.3 3.5 3.5Installed Annual Capacity(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 3.8 3.8 3.8Sales Volumes(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1 2.6 3.1 0.5

Solid CementKiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 1.5 1.5 1.5Installed Annual Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 1.9 1.9 1.9Sales Volumes(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 1.8 1.9 0.8

TotalKiln Capacity(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 4.8 5.0 5.0Installed Annual Capacity(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 5.7 5.7 5.7Sales Volumes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8 4.4 5.0 1.3

(thousands of cubic meters)

Ready-Mix ConcreteInstalled Annual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.9 92.9 167.0 187.0Sales Volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.0 47.0 97.0 28.0

(1) In cases where our kiln capacity is currently lower than our installed annual capacity, we would need to purchase clinker from thirdparties in order to produce cement equivalent to our installed annual capacity.

(2) In June 2014, we completed our expansion of the APO Cement plant, adding 1.5 million tonnes per year of installed capacity by adding anew cement mill.

(3) Includes cement and clinker.

(4) Sales volumes at our Solid Cement plant for fiscal 2013, fiscal 2014, fiscal 2015 each include net amounts of 0.2 million tonnes ofcement transferred from our APO Cement plant to our Solid Cement plant. Sales volumes at our Solid Cement plant for the three monthsended March 31, 2016 include a net amount of 0.03 tonnes of cement transferred from our APO Cement plant to our Solid Cement plant.

In 1999, the APO Cement plant had an installed annual capacity of 2.3 million tonnes of cement. In fiscal 2014,we expanded our APO Cement plant by adding an additional 1.5 million tonnes of installed annual capacitythrough the addition of a new cement mill. This new mill gave us the ability to process all of the APO Cementplant’s clinker capacity. Our APO Cement plant is adjacent to a quarry from which we receive materials fromALQC, and it also has its own jetty facility where we dock the bulk vessels and cargo vessels managed by us asthey are loaded with our cement in bagged or bulk form. The principal manufacturing installations of our APOCement plant are located on various parcels of land leased by us from ALQC. For more information on our leaseagreement with ALQC, please see “Related Party Transactions” on page 166 of this Prospectus.

Since 1998, the Solid Cement plant has had an installed annual capacity of 1.9 million tonnes of cement. In fiscal2015, we announced that we would undertake a US$300.0 million investment to expand the capacity of our SolidCement plant with an integrated cement production line that is expected to add approximately 1.5 million tonnesof annual cement production capacity by 2019. This represents an increase of approximately 26% over ourcurrent aggregate installed capacity of about 5.7 million tonnes per year. Please see “Risk Factors—RisksRelating to Our Business—Our planned expansion of our Solid Cement plant currently under development maynot be completed on schedule, or at all, or within the allocated budget” on page 41 of this Prospectus. In relationto our planned Solid Cement plant expansion, we began importing cement in 2015 to establish a customer base

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for the 1.5 million tonnes of new capacity before it comes online and to maintain market share. Over the next fewyears, we plan to import cement if cement demand exceeds our capacity before the completion of the SolidCement plant expansion or otherwise.

In fiscal 2015, we improved kiln performance and efficiency at our APO Cement plant through our inertizationproject. We also made investments at our Solid Cement plant in fiscal 2015 aimed at decreasing energy costs,increasing the reliability of our energy sourcing and reducing our CO2 emissions through the construction of awaste heat recovery unit manufactured by SINOMA. This facility captures waste heat produced by the kiln andconverts it into useable energy using a steam turbine and electric generation system; it can provide the SolidCement plant with up to approximately 25% of its total current power requirements. Our Solid Cement plant isstrategically located to service the NCR, which is by far the largest market in the Philippines. The principalmanufacturing installations of our Solid Cement plant are located on various parcels of land that we lease fromIQAC.

We have a ready-mix concrete plant and an admixtures facility, which produces admixtures primarily for ourready-mix concrete business. Our ready-mix concrete plant is located in Manila on land leased by us from IQAC.Our admixtures facility is located in Parañaque on land leased by us from a third party. For more information onour lease agreements with IQAC, please see “Related Party Transactions” on page 166 of this Prospectus.

We have been working to achieve greater equipment efficiency and reliability at our cement plants. We achieveda 3.8% increase in kiln efficiency to 90.4% for the year ended December 31, 2015 from 86.6% for the year endedDecember 31, 2010, and have increased mill efficiency to 80.4% for the year ended December 31, 2015 from75.4% for the year ended December 31, 2010. We believe that by utilizing CEMEX best practices andtechnologies to reduce further the downtime for maintenance of our kilns, we may be able to increase thecapacity of our kilns with limited additional investment.

We are committed to sustainable cement manufacturing operations at our plants, which includes striving forhigher efficiencies and lower clinker factors as well as reducing the environmental impact of our operations. Forexample, we have implemented a waste heat capture system at the Solid Cement plant and increased our use ofrefuse-derived fuels to heat our kilns. In addition, we operated all plants with optimized grinding stations that,together with the use of cementitious materials and cement admixtures, reduced the use of clinker, allowing us toreduce operating costs and gain operational flexibility.

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Distribution Infrastructure

The following graphic shows our distribution infrastructure across the Philippines.

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The following chart shows certain details of our distribution infrastructure:

Number

Metric tonnesthroughput forthe year endedDecember 31,

2015(1)

Marine Distribution Terminals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 797,985Land Distribution Centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2,310,244Bulk Vessels—Owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 175,205Bulk Vessels—Bareboat Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 523,348Bulk Vessels—Time Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 114,838Cement Trucks—Leased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999 5,235,229Ready-Mix Trucks—Leased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 92,883Cargo Vessels—Time Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 1,352,721Container Vessels—Time Chartered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 136,997Other Vessels—Voyage Chartered(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 602,371

(1) Volume throughput for the ready-mix trucks is measured in cubic meters.

(2) The vessels that distribute our products under voyage charters are hired on the spot market for a single voyage.

We have organized our distribution infrastructure so that our cement is available near to our customers. While wehave a significant presence in the cement market in Luzon, the Visayas and Mindanao, the highest concentrationof our marine terminals and land distribution centers is in the Visayas, where we have experienced increaseddemand in the five years ended December 31, 2015 and where market factors indicate demand will continue toincrease. We use the services of a weather consulting company, and we employ a meteorologist, to predict theweather in our markets with a view to supporting our distribution system by minimizing weather disturbances toour distribution efforts.

Our distribution facilities at our APO Cement plant, which includes an adjacent private jetty, provide us with asignificant advantage in distributing cement into the Visayas and Northern Mindanao. These jetty facilitiesreceive cement from our APO Cement plant in bulk and bagged form. We have three bagging facilities at theAPO Cement plant, and two on our private jetty at the port. Our bagging facilities package cement in either40 kilogram bags or large 1.0 to 2.5 tonne sacks. Bag cement is either loaded onto cargo ships or containervessels that are docked at our jetty. Cement bags that are loaded into container vessels are capable of beingtransported in rainy weather conditions, whereas loading cement bags on cargo ships requires dry weatherconditions. The bagging facilities at the jetty allow us to simultaneously bag and load two separate cementproducts onto vessels docked on either side of the jetty. Our jetty also contains a pneumatic transfer system thatcan transport bulk cement from our APO Cement plant onto a bulk vessel docked at the end of the jetty. Thistransfer system allows us to continue our distribution efforts in rainy weather conditions. Currently, we are theonly cement producer in the Philippines whose distribution infrastructure includes a private jetty for its exclusiveuse, where cement can be loaded and distributed in both bagged and bulk form. We believe that being the onlycement producer in the Philippines with such facilities, in addition to our APO Cement plant’s location in theheart of the Visayas, gives us a natural advantage in distributing our cement products into the Visayas in largervolumes and at a lower cost. Collectively, the bulk vessels that are loaded at the jetty make approximately 170trips annually to one of our four marine distribution terminals.

Marine distribution terminals such as our Manila Terminal are an important part of our distributioninfrastructure. Bulk cement that arrives at a marine distribution terminal is either bagged at a bagging facility atthe terminal or loaded onto our bulk carrier trucks. From bulk vessel to storage silo to bulk carrier trucks, ourpneumatic transfer and loading systems at the Marina Terminal allow us to transport bulk cement efficiently evenin rainy conditions. The cement is then taken from the marine distribution terminal and is either transferreddirectly to a customer or to other land distribution centers that are closer to our customers. Some of our marinedistribution terminals are located on parcels of land that we lease from ALQC and IQAC, while others arelocated on parcels of land that we lease from third parties. For more information on our lease agreements withIQAC and ALQC, please see “Related Party Transactions” on page 166 of this Prospectus.

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Our land distribution centers are warehouses where we store our cement before it is distributed to our customers.Our land distribution centers are leased from third parties. For more information on our lease agreements withIQAC and ALQC, please see “Related Party Transactions” on page 166 of this Prospectus.

As of March 31, 2016, we chartered 57 marine vessels exclusively for the transport of bag cement. From time totime, we also utilize voyage charter arrangements to transport our bag cement on marine vessels. Under our timeand voyage charter arrangements, the party from which we lease the vessel is responsible for providing crewingand technical management, while we are responsible for paying fuel costs and voyage expenses

Eight of the vessels in our fleet are customized for the transport of bulk cement, and have a loading system thatallows us to load and transport cement in rainy weather. We currently own two of these vessels, and we contractthe remaining six vessels from third-party owners pursuant to bareboat or time charters. Three of our bulk vesselsare contracted under time charter arrangements with similar characteristics to our time charters for vesselstransporting bag cement. The remaining three bulk vessels we utilize are under bareboat charter arrangements,where we are responsible for providing crewing and all other services related to the vessel’s operation, as well aspaying fuel costs and voyage expenses.

In our cement business, our leased trucks transport bagged and bulk products. In our ready-mix concretebusiness, we distribute our ready-mix concrete products using our leased fleet of 23 ready-mix concrete mixertrucks. The trucks we use to distribute our products are equipped with GPS-tracking, which tracks the progress ofthe products from our facilities to our customers. We lease our trucks from third parties who typically provide thepersonnel to operate the trucks. If the required personnel are not provided by the truck owners, we hireindependent contractors to operate the trucks. While we do not provide the operating, loading and unloadingpersonnel for our leased trucks and chartered vessels, we coordinate and control the scheduling, routing andmovement of these trucks and vessels.

Energy

We rely heavily on fuel and electricity. The fuel costs included in our costs of sales consists of the cost of fuel tofire our kilns, and represented approximately 25%, 25% and 22% of our combined cost of sales for fiscal 2013,fiscal 2014 and fiscal 2015, respectively and 20% of our consolidated cost of sales for the three months endedMarch 31, 2016. We also purchase diesel and heavy fuel oil to fuel our fleet of trucks and vessels used todistribute our products and our results of operations are therefore affected by fluctuations in the cost of thesecommodities. These costs represented approximately 22%, 23% and 14% of our combined distribution expensesin fiscal 2013, fiscal 2014 and fiscal 2015, respectively and 11% of our consolidated distribution expenses for thethree months ended March 31, 2016. Electricity costs represented approximately 28%, 29% and 26% of ourcombined cost of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively and 21% of our consolidated costof sales for the three months ended March 31, 2016.

Fuel

We require fuel to fire our kilns and operate the trucks and vessels used in the distribution of our products. Forthe year ended December 31, 2015, the fuel required to fire our kilns accounted for 62% of our total combinedfuel costs. For the three months ended March 31, 2016, the fuel required to fire our kilns accounted for 60% ofour total consolidated fuel costs. We primarily use coal to fire our kilns and, to a lesser degree, alternative fuels,including rubber tires, waste plastic, rice husks, among others. We currently obtain all of our imported coal fromTransenergy, a CEMEX subsidiary that sources coal, petroleum coke and other products on a group-wide basiswith a view to obtaining favorable pricing. We are required to make payments to Transenergy 30-days after ourconsumption of the coal. See “Related Party Transactions—Contract for Indonesian Steam Coal” on page 166 ofthis Prospectus. In the past, we have also obtained coal from a domestic supplier at a price which varied and wassubject to a floor and a cap, and we may enter into such arrangements with domestic suppliers in the future.

We continue to focus on the use of alternative fuels to manage our fuel costs. We seek to optimize our fuel mixwith available alternative fuels, using rubber tires, waste plastic, rice husks and other alternative fuels. In 2013,we commenced using refuse-derived fuel at our Solid Cement plant, and our usage increased from minimal

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amounts in 2013 to approximately 16.6% of the overall fuel used to fire our kiln at our Solid Cement plant in2015. We also implemented an inertization project for the kiln at our APO Cement plant which was completed in2015 and contributed to increasing total kiln efficiency to 90.4%, which we believe will allow for greateralternative fuel substitution in the future.

We primarily use heavy fuel oil for the electricity generators at our plants, and the trucks and vessels used in thedistribution of our products run primarily on diesel or heavy fuel oil. We obtain our supply of heavy fuel oil anddiesel from domestic suppliers at prices that vary with the applicable spot price. In our use of these fuels in ouroperations, we comply with all relevant Philippine emissions standards. For more information on Philippineemissions standards, please see “Business—Environmental Matters” on page 147 of this Prospectus.

Electricity

We source electricity by purchasing grid electricity from third parties, from in-house generators at our plants and,with respect to our Solid Cement plant, through our SINOMA waste-heat-to-energy facility. Electricity costs inthe Philippines are among the highest in Asia. Electricity cost and availability are impacted by limited numbersof suppliers, a complex regulatory framework, low grid reliability, the geography of the Philippines and theclimate and weather conditions in the Philippines, which regularly impacts power supply.

We own one power generation plant located at our APO Cement plant and one power generation plant located atour Solid Cement plant. The power generation plant at our APO Cement plant is capable of producing up toapproximately 66 megawatts, and the APO Cement plant when running at full utilization requires approximately48 megawatts of power. The power generation plant at our Solid Cement plant is capable of producing up toapproximately 15 megawatts of power, and the Solid Cement plant when running at full utilization requires up toapproximately 24 megawatts of power. When the electricity generators at our Solid Cement plant produceelectricity in excess of what we require, we sell the excess electricity to the grid at spot prices.

In 2012, we entered into a 15 year build-and-operate arrangement with our equipment partner, SINOMA, toimplement a waste-heat recovery system at our Solid Cement plant. The SINOMA facility captures waste heatgenerated by our kilns and converts it into electricity. SINOMA built the facility at our Solid Cement plant onland that was leased to it by IQAC. The term of this lease is the same as the 15-year term of the build-and-operate arrangement. Pursuant to this arrangement, SINOMA owns the facility and is responsible for themaintenance, repairs and operations of the facility and, subject to certain conditions, is obligated to deliver all ofthe electricity generated by the facility to us. Moreover, subject to certain conditions, we are obligated topurchase all of the electricity generated by the facility. This waste heat facility produces up to approximately5.5 megawatts of power for our Solid Cement plant. From its commencement of operations in April 2015 toDecember 31, 2015, this waste heat facility provided 15.8% of the electricity consumed by our Solid Cementplant. This waste heat facility provided 20.3% of the electricity consumed by our Solid Cement plant in the threemonths ended March 31, 2016. We intend to enter into a similar arrangement with SINOMA to implement asecond waste heat facility in connection with our planned expansion of the Solid Cement plant by 2019.

Each of the APO Cement and Solid Cement plants purchases grid electricity for its power needs depending onthe cost of grid electricity compared with electricity produced from our power generation plants. The SolidCement plant is always reliant on grid electricity for at least part of its power requirements, while the APOCement plant can rely entirely on its power generation plant when needed. Furthermore, we have madesignificant investments in recent years to enhance the quality and reliability of our supply of grid electricity byimproving our electricity grid connection infrastructure. The Government’s Retail Competition and Open Access,or RCOA, program provides large end-users in the Philippines with the ability to choose their electricitysuppliers. Once the user has chosen a provider, the user is required to purchase electricity from the providerunder the applicable contract with the provider. RCOA has been implemented in Luzon, but has yet to beimplemented in the Visayas. See “Risk Factors—Risks Relating to Our Business—Higher electricity and fuelcosts, or the reduction or interruption in supply thereof, may adversely affect our business, prospects, financialcondition and results of operations.” and “Regulation” on page 28 of this Prospectus.

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We have an electricity supply arrangement for our APO Cement plant with VECO, a local distribution utility inthe Visayas. We pay spot prices for this electricity based on a formula that takes into consideration our energyconsumption and certain market variables such as the Philippines and U.S. consumer price indexes. Currently, wehave the ability to power our APO Cement plant by purchasing electricity from VECO or by producingelectricity using our own generators. We make this decision based on the price of heavy fuel oil used to powerour generators.

We also have an electricity supply arrangement for our Solid Cement plant with Masinloc Power Partners Co.Ltd. that expires in June 2016. We pay Masinloc for electricity based on a formula that takes into considerationour energy consumption and certain market variables such as the Philippines and U.S. consumer price indexes,among others. On April 22, 2016, we signed an electricity supply agreement with San Miguel Electric Corp.,whereby we will obtain our electricity for our Solid Cement plant from San Miguel upon the expiration of theagreement with Masinloc. Under the electricity supply agreement with San Miguel, we will pay San Miguel forelectricity based on a formula that takes into consideration our energy consumption, consumption patterns, andcertain market indexes, among other things. The electricity supply agreement with San Miguel will expire onJune 25, 2020.

Raw Materials and Suppliers

The primary raw materials used in our cement production are limestone, pozzolans, clay and gypsum. Rawmaterials costs represented approximately 10%, 10% and 10% of our combined costs of sales for fiscal 2013,fiscal 2014 and fiscal 2015, respectively, and 10% of our consolidated cost of sales for the three months endedMarch 31, 2016.

The raw materials are delivered directly to our facilities by trucks and conveyor belts. We purchase the majorityof our limestone, pozzolans and clay requirements from ALQC and IQAC pursuant to our Major Raw MaterialsAgreements. These agreements each have 15-year terms and automatic renewals of two years. For moreinformation on our Major Raw Materials Agreements, please see “Related Party Transactions” on page 166 ofthis Prospectus.

Raw materials sourced from ALQC and IQAC

Most of the quarries from which ALQC and IQAC mine raw materials, such as limestone, pozzolan and clay arelocated near our cement production plants, which reduces our pre-production transport time and costs. Theaggregate cost of raw materials purchased from ALQC and IQAC represented 3%, 3% and 3% of our combinedcosts of sales for fiscal 2013, fiscal 2014 and fiscal 2015, respectively. and 3% of our consolidated cost of salesfor the three months ended March 31, 2016.

CEMEX’s engineers and geologists prepared their own reserves estimates of ALQC’s and IQAC’s MineralRights, which are regularly reviewed by CEMEX’s and our corporate staff, along with the technical executivesassociated with our business units. In certain circumstances the services of third-party geologists and/orengineers are engaged by CEMEX to validate these estimates. Holders of Mineral Rights in the Philippines havethe legal right to enter upon the Land Rights of another party in order to mine the minerals underlying theirMineral Rights, subject to a requirement to compensate the land owner for any damage caused by their activitieson the land. Notwithstanding this right, each of ALQC and IQAC mines only on land for which it has bothMineral Rights and Land Rights. We believe that ALQC and IQAC will continue pursuing opportunities toobtain additional Land Rights and Mineral Rights to supplement their existing limestone quarry contract areas.For more information on the raw materials sourcing relationship we have with ALQC and IQAC, and on ourreliance on ALQC to procure additional Land Rights, please see “Risk Factors—Risks Relating to OurBusiness—We rely on ALQC and IQAC to supply the majority of our primary raw materials. If ALQC or IQACare unsuccessful in discovering, developing or supplying the amount of raw materials we require to sustainproduction of products, our business, prospects and results of operations will be adversely affected” on page of29 this Prospectus and “Related Party Transactions” on page 166 of this Prospectus.

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The following table sets forth certain information concerning the Mineral Rights and Land Rights owned by oursuppliers, ALQC and IQAC, as of December 31, 2015. These reserve estimates were provided by ALQC andIQAC upon our request and we were advised by ALQC and IQAC that these reserve estimates are compliant withthe terminologies and guidelines set forth in the Philippine Mineral Reporting Code. The Company has notindependently verified these reserve estimates.

RawMaterials

MineralRights

EstimatedReserves in

Land Coveredby Mineral

Rights(1)

EstimatedReserves in Land

Covered byMineral Rights

and LandRights(2)

2015 AnnualizedProduction(3)

Five-YearAverage

AnnualizedProduction

Rate(3)

(millions of tonnes)

Raw Materials Available to Solid Cement(4)

Limestone(5)

MPSA 124 80 14

2 1.5CALABARMiningPatent(6)(7)

144 130

Silica MPSA 116 2 2 0.0 0.2

PozzolanCALABARMiningPatent(6)

4 4 0.1 0.5

Raw Materials Available to APO Cement(8)

Limestone

MPSA 013 124 37

4.1 3.3MPSA286(9) 71 7

MPSA335(10)

180 10

Pozzolan

MPSA286(9) 3 0.6

0.4 0.5MPSA287(11) 27 4

MPSA 093 1 0.2

(1) Represents the estimated reserves volumes according to CEMEX internal estimates and includes estimated reserves at locations for whichALQC and IQAC do not have Land Rights. See “Risk Factors—Risks Relating to Our Business—We rely on ALQC and IQAC to supplythe majority of our primary raw materials. If ALQC or IQAC are unsuccessful in discovering, developing or supplying the amount of rawmaterials we require to sustain production of products, our business, prospects and results of operations will be adversely affected” onpage 29 of this Prospectus.

(2) Represents the estimated reserves volumes available to us at locations where ALQC or IQAC, as applicable, has both Mineral Rights andLand Rights. See “Risk Factors—Risks Relating to Our Business—We rely on ALQC and IQAC to supply the majority of our primaryraw materials. If ALQC or IQAC are unsuccessful in discovering, developing or supplying the amount of raw materials we require tosustain production of products, our business, prospects and results of operations will be adversely affected” on page 29 of this Prospectus.

(3) Based on our current aggregate installed capacity of 5.7 million tonnes of cement, without giving effect to the planned expansion of ourSolid Cement plant.

(4) Mineral Rights and Land Rights held by IQAC to mine raw materials to be made available to us for production at our Solid Cement plantpursuant to the IQAC Supply Agreement.

(5) IQAC has other MPSAs for limestone covering 89 hectares of land, the amount of reserves for which have yet to be quantified and arecurrently under analysis.

(6) A CALABAR mining patent grants to its holder both the Mineral Rights and Land Rights over the relevant contract area.

(7) CEMEX’s internal reserves estimates for this site are based on the report of ARDEX MINING AND GEOSERVICES, INC. as ofDecember 31, 2014.

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(8) Mineral Rights and Land Rights held by ALQC to mine raw materials to be made available to us for production at our APO Cement plantpursuant to the ALQC Supply Agreement.

(9) CEMEX’s internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Peña, a licensedgeologist and duly accredited member of the Geological Society of the Philippines.

(10) CEMEX’s internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Peña, a licensedgeologist and duly accredited member of the Geological Society of the Philippines.

(11) CEMEX’s internal reserves estimates for this site are based on the report as of December 31, 2015 by Mr. Rolando Peña, a licensedgeologist and duly accredited member of the Geological Society of the Philippines.

On March 7, 2016, APO Cement entered into a Master Agreement for Supply and Mineral Processing withALQC (the “ALQC Supply Agreement”) and Solid Cement entered into a Master Agreement for Supply andMineral Processing with IQAC (together with the ALQC Supply Agreement, the “Major Raw MaterialsAgreements”). Each of the Major Raw Materials Agreements provide for the purchase and sale by APO Cementand Solid Cement, as the case may be, of limestone, greywacke or pozzolan, clay and other rock materials(“Products”) that are extracted from the areas covered by ALQC’s and IQAC’s (each a “Supplier” and together,the “Suppliers”) Mineral Production Sharing Agreements (“MPSA”) with the Government.

Prior to the Reorganization and the execution of the Major Raw Materials Agreements, there were no formalcontracts for the supply of Products between: (i) APO Cement and ALQC; or (ii) Solid Cement and IQAC. Theparties utilized purchase orders and the rate for the supply of Products was production cost plus 10%.

After the Reorganization, each of APO Cement and Solid Cement relies on the Major Raw Materials Agreementsfor the procurement of raw materials to manufacture their cement products. The Major Raw MaterialsAgreements became effective January 1, 2016 and will expire on December 31, 2035. The initial term of eachagreement shall be deemed extended for successive periods of 24 months, unless a party to the relevantagreements provides written notice of non-renewal at least 120 business days prior to the date of the relevantextension. The price for the Products must reflect applicable market conditions and shall be computed based onproduction cost plus an arm’s length mark-up. The price formula shall be reviewed on an annual basis. In theevent that a Supplier is unable to supply and meet the requirements of APO Cement or Solid Cement, as the casemay be, APO Cement or Solid Cement, as the case may be, shall be entitled to find alternative sources of theProducts. If a Supplier is unable to comply with delivery schedules, quantity requirements, or qualityspecifications for a period of at least two consecutive months, APO Cement or Solid Cement, as the case may be,at its sole option, is entitled to serve a written notice to the Supplier of its intention to terminate the relevantMajor Raw Materials Agreement.

Under the relevant regulations of the DENR’s Mines and Geosciences Bureau (“MGB”), each Supplier, as acontractor in an MPSA, must submit a copy of the relevant Major Raw Materials Agreement to the Director ofthe MGB (copy furnished the DENR Regional Director concerned) for registration before such agreement ismade. Each Supplier shall regularly inform the Director of the MGB in writing of any revisions to, changes in oradditions to the relevant Major Raw Materials Agreement. The MGB’s regulations further require that insofar assales to the Supplier-contractor’s affiliate(s) are concerned, prices shall be at arm’s length standard, andcompeting offers for large scale and long-term contracts shall be procured.

Raw materials sourced through CEMEX or third-parties

We also purchase gypsum and other raw materials from third-party suppliers in and outside of the Philippines.The raw materials we source through third parties are typically contracted on a cost and freight basis to the portswe utilize in Manila and Cebu. We then engage third-party hauling companies to transfer these materials to ourplants at our cost. If material losses occur as these materials are being transferred to our plants, they are chargedto the inbound hauling service providers. In cases where we are responsible for transport, we use our own fleetand third-party transport.

We also have the ability to purchase clinker through global sourcing arrangements with CEMEX. For details onour global sourcing arrangements with CEMEX, please see “Related Party Transactions” on page 166 of thisProspectus. As our Solid Cement plant undergoes expansion, we are anticipating a shortage in clinker, and planto purchase additional amounts through these arrangements. Please see “Risk Factors—Risks Relating to Our

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Business—Our planned expansion of our Solid Cement plant currently under development may not be completedon schedule, or at all, or within the allocated budget” on page 41 of this Prospectus.

Customers

We sell cement directly to retailers such as hardware stores. We also sell cement directly to institutionalcustomers such as contractors, developers and ready-mix operators. In fiscal 2015, sales to our retailers andinstitutional customers accounted for 80% and 20% of our cement sales, respectively. Many of our customersresell our products to a variety of end-users, such as households, small and large contractors and ready-mixconcrete producers, while the cement products we sell directly to institutional customers are used in a variety ofprivate and public infrastructure projects. Our reach extends through a wide section of the Philippine archipelago.

Of the total volume of cement sold by us for the year ended December, 31, 2015, approximately 20% was bulkcement and 80% was bag cement. For the year ended December 31, 2015, the top ten cement customersrepresented approximately 18% of cement sales, and no single cement customer represented more than 5% of ourcement sales.

Sales and Marketing

Sales

Pursuant to our direct sales model, we sell substantially all of our cement to the domestic market through ourinternal sales force and not through third-party cement distributors. We have a commercial departmentresponsible for our nationwide sales activities, with key sales offices in the NCR, Cebu, Iloilo, Bacolod, Cagayande Oro, and Davao. Our commercial department comprises three key groups: area sales managers, or ASMs, ourcustomer service center, and the credit group.

Our ASMs interact with our customers. Our internal sales force undergoes a series of training and developmentprograms under a CEMEX Global initiative called the Commercial Academy. This program follows a designedcurricula, proprietary to CEMEX, which includes modules on The CEMEX Sales Process, CustomerRelationships, Sales Management & Planning, Common Commercial Language, and other specialty andadvanced programs. The ASMs, as the frontliners of the trade and who are the face of the brands to the endconsumers, are given regular training and update on cement technology and product promotion. Merchandisingmaterials are regularly distributed to provide more communication materials for the frontliners.

Our customer service call center operates 24-hours a day, seven days a week, and is responsible for overallcustomer relationship management activities, such as order-taking and fulfillment, inquiries and complaintmanagement. The information provided by a customer upon completing an order form is logged in our customerdatabase, which allows us to see the order type, quantity and delivery preferences that are typical of each of ourcustomers over time. Our customer service agents have a regular performance evaluation system that we call“calibration.” This is performed by a third-party service provider who ensures that the development of theseagents is on par with industry standards and updated with new trends and practices creating more value. Webelieve our team of ASMs and customer service agents facilitate an understanding of our customer’s needs andpositions us to tailor our product and service offerings for particular customers and markets.

Our credit group is responsible for customer risk assessment and the management of our receivables, as well asfor providing our customers with payment and financing options.

We sell our cement at prices based on the quality of our products, market demand, our production costs, energycosts, transportation costs, inventory levels, competitors’ prices and credit terms. Our delivery fulfillmentcommitments vary based on the type of delivery required for a particular order. Inland orders are delivered bytruck, and have delivery commitment times of within 24 to 48 hours. Delivery of offshore orders requires acombination of our fleet of vessels and trucks, and the delivery commitment times are agreed upon in advancewith the customer. For the year ended December 31, 2015, approximately 67% of our cement sales were made tocash-paying customers, and approximately 33% of our cement sales over that same period were purchased oncredit. For our cash sales, we require customers to make full payment on the contract price before they takedelivery of our products. For our credit sales to institutional accounts, we typically grant a credit period of seven

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to ten days. Our customers pay by either cash or bank transfers. We do not generally have any control over theprices charged by our customers to end-users, but we do provide suggested retail price guidance to ourcustomers.

Marketing

Our marketing efforts are designed to complement our direct-to-customer sales and distribution strategy. Oursales force coordinates marketing activities, which primarily include promotional media events, distributingbrochures and other activities focused on enhancing our brand equity. In order to roll out our programs todifferent customers across the Philippines, we commission third-party agencies to facilitate events managementand logistics related to trade marketing. We use print and radio advertising that is targeted for the local marketswhere our brands are present, employing popular media channels and relevant themes in those localities in orderto deliver our message effectively.

We monitor market developments and customer preferences by having our sales personnel visit our current andpotential customers. We also provide after-sales support, seek feedback on ways to improve our products andservices and assess customer needs to forecast potential demand. We have undertaken several measures todevelop relationships with our customers and strengthen the value of our brands, including relationship-buildingactivities such as our annual Customer Convention and Cinemento movie night, workshops such as TatakExperto Frontliner Training and the Experts’ Forum, which promote our innovations, and programs likeS.H.I.E.L.D. which promote our core values, including health and safety.

Competition

According to the Cement Industry Report, in 2015, the four largest cement producers in the Philippines in termsof annual grinding capacity account for approximately 90% of the market by sales volume and we are the thirdlargest cement company in the Philippines with approximately 20% share of the Philippine market by salesvolume. We compete primarily on the basis of quality, market presence, distribution network, diversity ofproduct offerings, sales strategy, brand image and pricing. We believe we compete favorably on the basis of eachof these factors. As of December 31, 2015, our major competitors in the Philippine cement market wereLafargeHolcim, Republic, Taiheiyo, Northern Cement Corporation, Goodfound, Mabuhay and Eagle. Thesecompetitors may compete with us for the same target customers.

Potential entrants into the Philippine cement market face various impediments to entry, including, among others:(i) access to raw materials; (ii) the time-consuming and expensive process of building brand recognition andestablishing a distribution network; (iii) the lack of port infrastructure and the high inland transportation costsresulting from the low value-to-weight ratio of cement; (iv) the broad portfolio of products with enhancedproperties offered by incumbent competitors including us; (v) the extensive capital expenditure requirements;and (vi) the length of time required to construct new plants.

In addition to domestic competition, the Philippines has historically had periods during which there weresignificant imports of cement from foreign-based producers, although imports have abated in recent years. See“Risk Factors—We operate in highly competitive markets and if we do not compete effectively, our results ofoperations will be harmed” on page 27 of this Prospectus. See “Risk Factors—Risks Relating to Our Business—Our results of operations may be materially and adversely affected by a prolonged economic slowdown in China”on page 36 of this Prospectus.

Seasonality

Construction activity, and thus demand for our products, decreases substantially during periods of heavy orsustained rainfalls. Consequently, demand for our products is significantly lower during the rainy season in thePhilippines, which typically begins in June and ends in November. Our sales volumes generally increase betweenMarch and May because of better weather conditions. Adverse weather conditions can adversely affect ourbusiness, financial condition and results of operations if they occur with unusual intensity, during abnormalperiods, or last longer than usual in our major markets, especially during peak construction periods.

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Research and Development

CEMEX’s research and development efforts, which are concentrated at the CEMEX Research Group, help us inachieving our goal of increasing our share of the markets in which we operate. CEMEX’s research anddevelopment efforts have developed new products for our cement business that respond to our customers’ needsand have developed new processes, equipment and methods to optimize operational efficiencies and reduce ourcosts. Pursuant to our Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and theTrademark License Agreement, we are able to access the research and development capabilities of CEMEXResearch Group through our enjoyment and utilization in the Philippines of certain licensed trademarks andintangible assets developed and owned by CEMEX Research Group. We do not incur research and developmentcosts. Rather, in exchange for the intangible assets and tools made available to us pursuant to the Non-ExclusiveUse, Exploitation and Enjoyment of Assets License Agreement and the Trademark License Agreement, we payCEMEX Research Group royalty fees, which for fiscal 2013, fiscal 2014 and fiscal 2015, as reflected in ourAudited Combined Historical Financial Statements, were P2,183 million, P2,525 million and P3,051 million,respectively, and accounted for 13.0%, 13.0% and 12.7% of our combined net sales, respectively. For the threemonths ended March 31, 2016, such royalty fees, as reflected in our Audited Interim Consolidated FinancialStatements as of and for the three months ended March 31, 2016, were P787.5 million and accounted for 12.4%of our consolidated net sales. Furthermore, in the event we incur costs for research and development activitiesundertaken in the Philippines, such costs are reimbursed to us by the CEMEX Research Group. We expect tocontinue to perform research and development efforts in coordination with CEMEX through our ServicesAgreements. The Pro Forma Financial Information assumes that the Post-Offering Fees, including fees payablein respect of the Non-Exclusive Use, Exploitation and Enjoyment of Assets License Agreement and theTrademark License Agreement, among others, are equal to 5% of our pro forma net sales for the year endedDecember 31, 2015, and CEMEX has advised us that the Post-offering Fees will be equal to 5% of our net salesfor future years, so long as this amount is consistent with the pricing provisions of the CEMEX Agreements,including with reference to transfer pricing rules and arm’s length principles. For more details on the ServiceAgreements, please see “Related Party Transactions” on page 166 of this Prospectus.

For example, CEMEX has developed processes and products that allow us to reduce heat consumption in ourkilns, which in turn reduces our energy costs and improve our environmental performance. Other products havealso been developed to provide our customers a better and broader offering of products.

We believe CEMEX’s research and development efforts have helped us to maintain or increase our share of themarket in the Philippines. We also believe our access to CEMEX’s research and development will continue toallow us to be selected as the supplier for other projects in the future.

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Employees

As of March 31, 2016, we employed a total of 677 full-time employees. A breakdown of our employees byfunction is shown below:

Employee Function Number of Employees

Cement operations and technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389Asia regional president . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Commercial (sales and administration) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Country manager and management staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Enterprise risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Human resources (health and safety and security) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Logistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Strategic planning (planning, marketing, corporate communications and public affairs,

legal) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Procurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Business services organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Ready-mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Pavements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Admixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 677

For non-managerial employees of our Solid Cement and APO Cement plants, labor conditions, including wagesand benefits, are governed by collective bargaining agreements negotiated at the plant level. These employees arerepresented by labor unions. Our Solid Cement plant has a rank and file union as well as a supervisors union, andour APO Cement plant has two rank and file unions. Each of these unions is associated with the Trade UnionCongress of the Philippines. Under the Philippine Labor Code, a labor union serves as the certified collectivebargaining representative of the relevant bargaining unit (i.e., rank and file; supervisors unit) for a period of fiveyears, whereby the bargaining unit will then conduct a certification election to determine who its collectivebargaining agent will be for the next five years. Accordingly, we negotiate our collective bargaining agreementswith the newly elected collective bargaining representative every five years for the general and political terms.The economic terms, such as the salary, allowances and all monetary and non-monetary benefits to which thecollective bargaining members are entitled, can be renegotiated after a period of three years from the execution ofthe collective bargaining agreement. The Solid Cement plant agreement with the supervisors’ union expires onDecember 31, 2017, while the rank and file union agreement at our Solid Cement plant will expire on February28, 2018. The agreement with the APO Cement plant unions will expire on December 31, 2016. We believe thatour relations with employees and their unions are generally good.

We do not currently anticipate any significant increase or decrease in the number or allocation of our employeesover the next twelve months. Compensation for our employees includes basic salary plus statutory and voluntarybenefits. We are subject to laws and regulations in the Philippines, such as the Social Security Act of 1997. TheNational Health Insurance Act and the Home Development Fund Law, that require us to deduct and withholdcertain contributions from an employee’s salary and remit them to the applicable social program on behalf of thatemployee. For fiscal 2013, fiscal 2014 and fiscal 2015, our employee benefits expenses were P288.7 million,P312.8 million and P371.3 million, respectively.

We also use independent contractors in our business for the more labor-intensive tasks such as the maintenanceof our facilities, the operation of our fleet and the loading and unloading of bag cement.

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Properties

As of the date of this Prospectus, we do not own any land. The following table sets forth certain informationconcerning the land and floor space leased by us from ALQC, IQAC and other entities for our plants, offices andother facilities as of December 31, 2015.

Land and/or Floor Space

(square meters)

APO Cement plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453,884Solid Cement plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 728,418Marine distribution centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,500Land distribution centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,960Ready-mix batching plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000Company headquarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,800Sales offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Under the APO Cement and Solid Cement lease agreements with ALQC and IQAC, respectively, ALQC andIQAC are entitled to the exclusive use and possession of the parcels of land underlying the APO Cement plant,the Solid Cement plant and certain other facilities (“Subject Properties”) over which ALQC and IQAC,respectively, has beneficial ownership or possessory rights. By virtue of these lease agreements, ALQC andIQAC also grant the right of easement or right-of-way over other properties owned or possessed by them that arenecessary for APO Cement or Solid Cement, respectively, in order for such entity to have reasonable access toand from the Subject Properties for the conduct of their businesses. Each of APO Cement and Solid Cement usesthe Subject Properties for its various business activities including the manufacture of cement and other cementproducts as well as the temporary storage and distribution of its products and raw materials.

Prior to the Reorganization, the lease agreement between Solid Cement and IQAC covered an approximate areaof 511,223 square meters for annual rental payments of approximately P12.0 million plus VAT. The leaseagreement between APO Cement and ALQC covered an area of approximately 562,555 square meters for annualrental payments of approximately P65.4 million plus VAT.

After the Reorganization, the parties entered into new lease agreements for the Subject Properties. The term ofthe lease of the Subject Properties is 25 years, effective from January 1, 2016, and extendable for another25 years, unless the lessee opts not to renew. The Solid Cement and IQAC lease covers an approximate aggregatearea of 743,418 square meters, and annual rent payments of approximately P32.9 million plus VAT are due forthe first two years of the lease. The lease between APO cement and ALQC covers an approximate aggregate areaof 453,884 square meters, and annual rental payments of approximately P58.2 million plus VAT are due for thefirst two years of the lease. For every two-year period thereafter, the annual rental fee will be reviewed andadjusted if necessary to ensure that the rental fee reflects market conditions. For this purpose, during the monthof October of the second year of each two-year period, the parties shall appoint an independent third-partyvaluator who shall define the annual rental fee which reflects applicable market conditions, and this rental feewill be applied on an annual basis to the immediately succeeding two-year period.

The lessee has a right of first refusal in the event that the lessor sells the Subject Properties or any portion thereof. Ifthe lessee does not exercise such right, the lessor shall ensure that the purchaser shall be bound in writing by theterms and conditions of the lease agreement (including the provisions of renewal of the lease term).

In the event that any party commits a breach of its obligations under their respective lease agreement, and suchdefaulting party is unable to rectify or cure its breach within the prescribed time, the non-defaulting party shallhave the right to demand specific performance or to immediately terminate the relevant lease agreement.

In case of termination due to the default of APO Cement or Solid Cement, the ALQC or IQAC, as the case maybe, shall have the right to forfeit advance rental payments, if any, by way of liquidated damages.

Intellectual Property

We rely on trademarks to establish and protect our business interests. We believe that our trademarks andintellectual property rights are important to our success and competitive position. As a multinational corporation,

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all of the trademarks and intellectual property of CEMEX and its member subsidiaries, as well as the protectionand enforcement thereof, are managed centrally by the CEMEX head office in Mexico with the assistance of thelocal operating companies. We have license rights to use the “CEMEX” name, and the “APO”, “Island” and“Rizal” brands from CEMEX Research Group, a subsidiary of CEMEX, pursuant to the Trademark LicenseAgreement. See “Related Party Transactions—Trademark License Agreement” on page 167 of this Prospectus.

An application to register the “CEMEX and Design, Building the Future” trademark in the Philippines was filedby us in 2001, as evidenced by Certificate of Registration No. 4-2001-008296 issued by the PhilippineIntellectual Property Office. The mark, which covers at least thirteen classes of goods, was eventually registeredin favor of CEMEX, S.A.B. de C.V. on July 30, 2006. In addition, CEMEX, S.A.B. de C.V. has obtained theregistration of the coined composite mark “Building the Future” as evidenced by Certificate of Registration No.4-2008-010882 issued by the Philippine Intellectual Property Office on March 9, 2009.

There can be no assurance that the actions we have taken will be adequate to prevent imitation by others or toprevent others from using our name in violation of our intellectual property rights. We closely monitor productsreleased in the market that may mislead consumers as to the origin of such products and attempt to utilize thegoodwill of our brands and other proprietary rights. On August 10, 2010, we filed a complaint for infringementof trademark, unfair competition, and damages against LafargeHolcim for the use of advertising materials in anew cement product, which employed the phrase “Building a better future together.” The complaint, which wasfiled before the Philippines Intellectual Property Office, alleges that the use of the phrase “Building a betterfuture together” is a colorable imitation of the dominant feature of the registered trademark CEMEX and“Design, Building the Future.” The case is pending.

Insurance

We maintain insurance policies that include coverage for commercial general liability risks, marine liabilities,hull and cargo risks, political risks and supply chain business income risks.

Substantially all insurance premiums paid by APO Cement and Solid Cement are paid to a third party insurer inthe Philippines, which reinsures most risks with an affiliate of CEMEX (the “CEMEX Reinsurer”). As part of theOperational Restructuring, we incorporated Falcon as a wholly-owned Barbados entity to create its own reservesand reinsure the CEMEX Reinsurer in respect of our property, non-damage business interruption and politicalrisks insurance. Falcon is expected to retain 10% of the CEMEX Reinsurer’s risk in connection with our propertyinsurance and 100% of the CEMEX Reinsurer’s risk in connection with our non-damage business interruptionand political risks insurance. See “Risk Factors—Risks Related to Our Business—Our insurance coverage maynot cover all the risks to which we may be exposed and we effectively self-insure a portion of our risks” onpage 38 of this Prospectus.

Health and Safety Matters

We are subject to a variety of laws, rules and regulations in the Philippines that impose limitations, prohibitions,and standards relating to health and safety. In particular, the Occupational Safety and Health Standardspromulgated by the Department of Labor and Employment, prescribes the minimum set of standards, rules, andregulations for the welfare and protection of workers in all places of employment. Apart from domestic rules, weare also guided by global benchmarks and standards on occupational health and safety, which is a key focus ofour management. We have formulated management policies and adopted rules in accordance with applicablelaws and regulations such as our production safety measures, the handling of hazardous materials, guidelines onhigh risk operations, and we also conduct regular training on occupational health and safety.

We have procedures in place to ensure that our health and safety rules and requirements are adhered to. We alsoencourage our management to promote awareness of the importance of health and safety in the workplace. Wehave maintained a zero lost-time-for-injury performance at our APO Cement plant since November 2006 for ouremployees. At our Solid Cement plant, we had one employee lost-time-for-injury incident in August 2015, whichwas the first of such incidents that we had experienced at our Solid Cement plant since July 2009. Moreover,since 2001, each of our plants have sustained their Environmental certifications and Health and Safetycertifications from SGS Philippines, Inc., an inspection, verification, testing and certification company in the

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Philippines. Each of our plants has consistently been recognized by health and safety monitoring entities such asthe Safety Organization of the Philippines, or SOPI. For example, in each of 2013 and 2014, we earned SOPI’sbest road safety program in the Philippines award.

Environmental Matters

We are subject to a broad range of environmental laws and regulations in the Philippines, such as the PhilippineClean Air Act of 1999, the Philippine Clean Water Act of 2004 and the regulatory framework established by thePhilippine Environmental Impact Statement System. These laws and regulations impose increasingly stringentenvironmental protection standards regarding, among other things, air emissions, wastewater discharges, the useand handling of hazardous waste or materials, waste disposal practices and the remediation of environmentaldamage or contamination. Pursuant to these standards we are often required to obtain certificates or permits froma government body prior to commencing construction or operations of our facilities. These standards expose usto the risk of substantial environmental costs and liabilities, including liabilities associated with divested assetsand past activities, even conducted by prior owners or operators. In addition, the discovery of contamination atour facilities could require us to incur substantial clean-up costs. See “Risk Factors—Risks Relating to ourBusiness—Our operations are subject to environmental laws and regulations” on page 37 of this Prospectus.

Each of our production plants has a pollution control officer and a team dedicated to monitoring theenvironmental impacts of our production of cement and ready-mix products. We focus on sustainableconstruction through the development of large-scale infrastructure projects; the increase in our use of alternativefuels and raw materials and the optimization of air quality, waste management and recycling. We have a crisismanagement protocol to address remediate accidents that may occur from time to time at our facilities. Our APOCement and Solid Cement plants hold the distinction of being the first Filipino cement companies to be awardedthe Green Choice Eco-Label from Green Choice Philippines, a voluntary ecolabelling program established in2000 that helps to identify products or services that reduce environmental impact in the Philippines. Ourshowcase ready-mix concrete facility offers self-compacting concrete with a low CO2 footprint and producecement with low energy consumption, thereby reducing our CO2 footprint and fuel usage. Additionally, wesuccessfully implemented a United Nations-certified clean development mechanism that substitutes conventionalfossil fuels with more environmentally friendly local biomass products such as rice husks. The biomasses arenow used in cement kilns to serve as fuel in the clinker production process, which is an important component ofthe cement-making process. As of December 31, 2015, we had a 9.7% alternative fuels substitution rate. The useof alternative fuels is an important part of our energy strategy and highlights our commitment to operationalefficiency and sustainable development.

Legal Proceedings

In September 2015, there was a spill of heavy fuel oil at our Solid Cement plant facility. We recovered themajority of the heavy fuel oil that overflowed from our storage tank. However, due to heavy rain conditions, aportion was carried towards drainage areas that led to the Teresa river. As a result of the incident, three separateadministrative proceedings were initiated against us by Philippines regulators. We believe that there is no groundfor the filing of any of these administrative proceedings. For more information on this incident, please see “RiskFactors—Risks Relating to our Business—We are subject to litigation proceedings that could harm our businessif an unfavorable ruling were to occur” on page 39 of this Prospectus.

APO Cement and Solid Cement are also each involved in various tax investigations by the BIR for internalrevenue taxes for tax years 2011, 2012 and 2013, while Ecocrete, Inc. is the subject of tax investigations by theBIR for internal revenue taxes for tax years 2013 and 2014. The tax authorities have not yet issued preliminaryfindings or assessments in relation to the foregoing investigations. In addition, the BIR filed a case against APOCement for documentary stamp taxes amounting to P67.4 million for tax year 1999. The Court of Tax AppealsEn Banc ruled in favor of APO Cement and cancelling the BIR’s documentary stamp tax assessment. The BIRthen appealed to the Supreme Court and the dispute is currently pending before the Supreme Court.

We are also involved in various local tax proceedings. Solid Cement is involved in a tax proceeding before thelocal government of Antipolo City in connection with a claimed local tax deficiency of P8.8 million in the

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aggregate tax years 2009 to 2014. Solid Cement has filed its protest and the matter is currently pending. SolidCement is involved in a tax investigation by the local government of Paranaque City for local taxes for tax year2013. No preliminary findings or assessment has been issued by the local government of Paranaque City as of thedate of this Prospectus. Ecocrete, Inc. is involved in a tax investigation by the local government of Manila forlocal taxes for tax years 2013 and 2014. No preliminary findings or assessment has been issued by the localgovernment of Manila as of the date of this Prospectus.

In addition to the matters disclosed above, we are involved in various litigations and other legal proceedingsarising out of or in the ordinary course of business including (i) product warranty claims, (ii) claims forenvironmental damages and (iii) claims to revoke permits. As of March 31, 2016, we had a reserve in theaggregate amount of P2.5 million in relation to various legal proceedings.

In the opinion of management, none of the legal proceedings to which we are currently subject will materiallyaffect the daily operations of our business nor will they have a material effect on our consolidated financialposition.

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MATERIAL CONTRACTS

Contract for Purchase of Petroleum Products (Regular Fuel Oil)

A contract was entered into between APO Cement and Pilipinas Shell Petroleum Corporation (“PSPC”), its latestamendment dated September 1, 2015, for the purchase of petroleum products, specifically 53,000,000 liters ofregular fuel oil, with specifications stipulated (“Regular Fuel Oil”), at a price calculated through a pre-determined equation. The agreement expires on December 31, 2016.

The agreement provides for an estimated annual volume of Regular Fuel Oil to be purchased by APO Cementsolely from PSPC, and stipulates that in the event that such quantity is exceeded by 10% or less, APO Cementshall purchase the additional quantity solely from PSPC. PSPC also has a right of first refusal for quantities inexcess of 10% of the estimated annual volume of the Regular Fuel Oil.

In the event that PSPC is unable to deliver the Regular Fuel Oil in accordance with the agreement, APO Cementmay then request for proposals/quotations from other suppliers, and purchase from said suppliers. Thedetermination of the quality and quantity of the Regular Fuel Oil shall be done by a mutually accepted entity.

Title and ownership of the Regular Fuel Oil is deemed to have passed from PSPC to APO Cement once theRegular Fuel Oil has passed into APO Cement’s storage tanks, or loaded into trucks deployed or engaged byAPO Cement.

Contract for Purchase of Petroleum Products (Automotive Diesoline and Special Fuel Oil)

A contract was entered into between APO Cement and PSPC in 2011, for the purchase of automotive diesoline(“Diesel”) and special fuel oil (“Special Fuel Oil” and together with Diesel, the “Fuel”), with specificationsstipulated, at a price calculated through a pre-determined equation. The agreement expires on December 31,2016. In the event, however, that the parties continue with the arrangement without having executed a writtenrenewal, the parties agree to be governed by the terms of this agreement.

The agreement provides for an annual estimated volume of 850,000 liters of Special Fuel Oil, and5,100,000 liters of Diesel, which shall be purchased by APO Cement solely from PSPC, and stipulates that in theevent that such quantity is exceeded by 10% or less, APO Cement shall purchase the additional quantity solelyfrom PSPC. PSPC also has a right of first refusal for quantities of fuel in excess of 10% of the annual estimatedvolume. Changes to the annual estimated volume of fuel must be communicated to PSPC three calendar monthsin advance of such requested change.

If at the expiration of the agreement, the volume of fuel purchased by APO Cement is less than the estimatedvolume of fuel provided, the agreement will be deemed automatically extended until the aggregate estimatedvolume of fuel has been purchased by APO Cement.

Should PSPC be unable to deliver the fuel in accordance with the agreement, APO Cement may then request forproposals/quotations from other suppliers, and purchase fuel from said suppliers. The determination of thequality and quantity of the fuel shall be done by a mutually accepted entity.

Title and ownership of the fuel is deemed to have passed from PSPC to APO Cement once the fuel has passedinto APO Cement’s storage tanks, or loaded into trucks deployed or engaged by APO Cement.

Charter for MV Virginia-Kalikasan

A charter agreement was entered into between APO Cement, as bareboat charterer, and Fortune MV LogisticsInc. (“Fortune”), as the owner, for the vessel MV Virginia-Kalikasan (the “Virginia”). The agreement expires onDecember 31, 2023, and sets forth specific fees for the charter hire per year. Fortune is granted the right underthe agreement to inspect the Virginia upon reasonable notice to APO Cement, to determine the condition of theVirginia, and it is the responsibility of APO Cement to repair the Virginia during the term of this agreement.

This agreement further provides that APO Cement shall keep the Virginia insured in favor of Fortune againstseveral risks for the duration of the agreement such as, for example, fire, war and collision liability. This

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agreement further specifies that a failure to maintain such insurance is a ground for termination of the agreement.A separate option agreement was further provided, in which Fortune granted APO Cement the right, but not theobligation, to purchase the Virginia at certain terms and conditions specified in the option agreement.

Tripartite Charter Agreement (MV Sider Vivara)

A tripartite agreement was entered into in 2014 between APO Cement, as charterer, Yortel Shipping Inc.(“Yortel”) as owner, and Credit Suisse AG (“Credit Suisse”) as mortgagee for the vessel MV Sider Vivara (the“Vivara”). The Vivara was mortgaged by Yortel to Credit Suisse, pursuant to a loan agreement, and as such,Credit Suisse has a first preferred Panama mortgage over the Vivara and an assignment over all the rights, title,and interest of Yortel to the Vivara’s insurances, earnings, and requisition compensation. Yortel and APOCement had entered into a bareboat charter over the Vivara on October 28, 2013, which was last amended onFebruary 10, 2014. This bareboat charter agreement is for a term of 36 or 37 months from acceptance of theVivara, at APO Cement’s option.

The tripartite agreement contains a statement in which APO Cement acknowledges the existence of suchmortgage and assignment, and agrees to pay the fees due under the bareboat charter agreement directly to CreditSuisse, and further that Yortel acknowledges several restrictions as to its rights as an owner, particularly withrespect to transferability or disposal of the Vivara. Additionally, Credit Suisse agrees not to interfere with thequiet possession of APO Cement as charterer unless in pursuance of its rights under the mortgage.

The tripartite agreement further states that, in the event that Credit Suisse is entitled to exercise its power of sale,APO Cement shall have a right of first offer to the Vivara, and only after APO Cement has declined such rightshall Credit Suisse be authorized to offer the Vivara to a third party. In this event, this bareboat charter agreementshall be deemed to be terminated.

Tripartite Charter Agreement (MV Sider Procida)

A tripartite agreement was entered into in 2014 between APO Cement as charterer, Denton Shipping Inc.(“Denton”) as owner, and Corner Banca SA (“Corner”) as mortgagee for the vessel MV Sider Procida (the“Procida”). The Procida was mortgaged by Denton to Corner, pursuant to a loan agreement, and as such, Cornerhas a first preferred Panama mortgage over the Procida and an assignment over all the rights, title, and interest ofDenton to the Procida’s insurances, earnings, and requisition compensation. Denton and APO Cement hadentered into a bareboat charter over the Procida on October 30, 2014. The bareboat charter agreement is for aterm of 32 or 36 months from acceptance of the Procida, at APO Cement’s option.

The tripartite agreement contains a statement in which APO Cement acknowledges the existence of suchmortgage and assignment, and agrees to pay the fees due under the bareboat charter agreement directly to Corner,and further that Denton acknowledges several restrictions as to its rights as an owner, particularly with respect totransferability or disposal of the Procida. Additionally, Corner agrees not to interfere with the quiet possession ofAPO Cement as charterer unless in pursuance of its rights under the mortgage.

The tripartite agreement further states that, in the event that Corner is entitled to exercise its power of sale, APOCement shall have a right of first offer to the Procida, and only after APO Cement has declined this shall Cornerbe authorized to offer the Procida to a third party. In this event, this bareboat charter agreement shall be deemedterminated.

Charter for MV Cem Carrier 1 and MV Cem Carrier 2

A contract of carriage between Unilink Shipping Corporation (“Unilink”) as owner, and APO Cement, ascharterer, was entered into for the vessels MV Cem Carrier 1 and MV Cem Carrier 2 (the “Cem Carriers”), whichexpires on December 31, 2016, unless earlier terminated through a written notice delivered by APO Cement atleast 30 days in advance.

Unilink, under the agreement, is responsible for issuing bills of lading and providing the master, officers, andcrew of the Cem Carriers. It is further responsible for compensating such persons and maintaining the Cem

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Carriers during the term of the agreement. APO Cement, however, is obligated to pay the costs of all fuel, oil,lubricant, and water used for such maintenance. The agreement clearly indicates that the operation, navigation,and management of the Cem Carriers shall be under the control of Unilink for the duration of the agreement.

Charter for Turbocem

A general time charter agreement was entered into by APO Cement as charterer, and Nova Marine Carriers SA(“Nova”) as the disponent owners for the vessel Turbocem (the “Turbocem”) on January 22, 2016. Theagreement has a term of 11 to 13 months with an additional 15 days, at APO Cement’s option. The agreementsets forth specific fees for the charter hire per day, and states that during the term of the agreement, Nova has theoption to sell the Turbocem, under the condition that the Turbocem shall remain with APO Cement until theagreement has expired. Under the contract, Nova further warrants that the Turbocem shall have full and validprotection and indemnity insurance.

Other Material Agreements

We have entered into certain other material agreements with ALQC, IQAC and other related parties and thirdparties. For discussions of these agreements, please see “Management’s Discussion and Analysis of HistoricalFinancial Condition and Results of Operations—Recent Development” on page 70 of this Prospectus and“Business—Properties” on page 145 of this Prospectus, “Business—Raw Materials—Raw materials sourcedfrom ALQC and IQAC” on page 138 of this Prospectus and “Related Party Transactions” on page 166 of thisProspectus.

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REGULATION

Philippine Mining Act

Republic Act No. 7942, otherwise known as the Philippine Mining Act of 1995, governs the exploration,development, utilization and processing of all mineral resources and includes measures to protect thegovernment. Grantees of mineral agreements from the Department of Environment and Natural Resources (the“DENR”) (which may be in the form of a MPSA, co-production agreement or joint venture agreement) have theright to conduct mining operations, which covers mining activities involving exploration, feasibility,development, utilization, and mineral processing. Mineral processing refers to the milling, beneficiation orupgrading of ores or minerals and rocks or by similar means to convert the same into marketable products.Entities that are not grantees of any mineral agreement may engage in mineral processing only pursuant to amineral processing permit issued by the DENR. A mineral processing permit has an initial term of five years andis renewable for further terms of five years, not to exceed a total term of twenty five years. A foreign-owned orforeign-controlled corporation may be granted a mineral processing permit.

Consumer Act

Republic Act No. 7394 (“R.A. No. 7394”), as amended, otherwise known as the Consumer Act of thePhilippines, establishes quality and safety standards with respect to the composition, contents, packaging, andadvertisement of goods, services, and credits, debts or obligations which are primarily for personal, family,household, or agricultural purposes. This Act recognizes the policy of the state to protect against hazards tohealth and safety, promote the exercise of consumer rights, and provide adequate means of redress and prohibitsthe manufacture, importation, exportation, sale, offering for sale, distribution, and transfer of any consumerproduct which is not in conformity with an applicable consumer product quality or safety standard. It is primarilyenforced by the Department of Health, the Department of Agriculture, and the Department of Trade and Industry.

Environment

Philippine Environmental Impact Statement System

The Philippine Environmental Impact Statement System was established by virtue of P.D. No. 1586.Development projects that are classified by law as environmentally critical or projects within statutorily definedenvironmentally critical areas are required to obtain an Environmental Compliance Certificate (“ECC”) prior toproject construction and operation. Through its regional offices or through the Environmental ManagementBureau (“EMB”), the DENR determines whether a project is environmentally critical or located in anenvironmentally critical area. As a prerequisite for the issuance of an ECC, an environmentally critical project isrequired to submit an Environmental Impact Statement (“EIS”) to the EMB. A project in an environmentallycritical area is generally required to submit an Initial Environmental Examination (“IEE”) to the proper DENRregional office, without prejudice to the power of the DENR to require a more detailed EIS. The EIS refers toboth the document to be submitted to the EMB and the environmental impact assessment of a project, including adiscussion of direct and indirect consequences to human welfare and ecology as well as environmental integrity.The IEE refers to the document to be submitted to the DENR and the study describing the environmental impact,including mitigation and enhancement measures, for projects in environmentally critical areas.

While the terms and conditions of an EIS or an IEE may vary from project to project, at a minimum, they containall relevant information regarding the environmental effects of a project. The entire process of organization,administration and assessment of the effects of any project on the quality of the physical, biological and socio-economic environment as well as the design of appropriate preventive, mitigating and enhancement measures isknown as the EIS system. The EIS system successfully culminates in the issuance of an ECC. The ECC is agovernment certification that (1) the proposed project or undertaking will not cause a significant negativeenvironmental impact, (2) the proponent has complied with all the requirements of the EIS system, and (3) theproponent is committed to implement its approved environmental management plan in the EIS or, if an IEE wasrequired, that it will comply with the mitigation measures suggested therein. The ECC contains specific measuresand conditions that the project proponent must undertake before and during the operation of a project, and in

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some cases, during the abandonment phase of the project, to mitigate identified environmental impact. Projectproponents that prepare an EIS are required to establish an Environmental Guarantee Fund (“EGF”) when theECC is issued to projects determined by the DENR to pose significant public risks to life, health, property andthe environment. The EGF is intended to answer for damages caused by such projects as well as anyrehabilitation and restoration measures. Project proponents that prepare an EIS are required to include acommitment to establish an Environmental Monitoring Fund (“EMF”) when an ECC is eventually issued. TheEMF shall be used to support activities of a multi-partite monitoring team that will be organized to monitorcompliance with the ECC and applicable laws, rules, and regulations.

As it is standard in our industry, we incur expenses for the purposes of complying with environmental laws thatconsist primarily of payments for Government regulatory fees. In fiscal 2015, we incurred approximatelyP52.3 million of environmental compliance costs.

Toxic Substances, Hazardous and Nuclear Wastes Control Act

The Toxic Substances and Hazardous and Nuclear Wastes Control Act of 1990 (“R.A. No. 6969”) mandatescontrol and management of the import, manufacture, process, distribution, use, transport, treatment and disposalof toxic substances and hazardous and nuclear wastes. R.A. No. 6969 is primarily enforced by DepartmentEnvironment and Natural Resources (“DENR”), with the assistance of the Inter-Agency Technical AdvisoryCouncil. It seeks to protect public health and the environment from unreasonable risks posed by these substances.Persons (natural or juridical) who generate or produce hazardous wastes, through any commercial, industrial ortrade activities, are required to register with the EMB Regional Office having jurisdiction over the location of thewaste generator. A DENR I.D. Number shall be issued upon registration. This is a one-time permit unless there isa change in the hazardous wastes produced.

Philippine Clean Air Act

The Philippine Clean Air Act of 1999 (“R.A. No. 8749”) focuses primarily on pollution prevention and providesfor a comprehensive management program for air pollution. Consistent with the policies of the Clean Air Act, allplanned sources of air pollution that have the potential to emit 100 tonnes per year or more of any regulated airpollutant, or when required under the ECC, must secure an Authority to Construct and Permit to Operate fromthe EMB prior to commencement of construction or operation. The Authority to Construct is a one-time permitwhile the Permit to Operate must be renewed at least 30 days before its expiration date.

Philippine Clean Water Act

The Philippine Clean Water Act of 2004 (“R.A. No. 9275”) focuses primarily on water quality management in allwater bodies and the abatement and control of pollution from land based sources. All owners or operators offacilities that discharge regulated effluents pursuant to this Act are required to secure a permit to discharge. Thedischarge permit shall be the legal authorization granted by the DENR to discharge wastewater.

Health and Safety

Occupational Health and Safety Standards

The Occupational Health and Safety Standards promulgated by the Department of Labor and Employmentprovides for the standards applicable to all places of employment to protect employees against the dangers ofinjury, sickness or death through safe and healthful working conditions. These standards provide for the trainingof personnel and employees in occupational health and safety, establishment of a health and safety committee,requirement of notification and record-keeping of accidents and/or occupational illnesses, required health andsafety standards in the premises of the establishment, occupational health and environmental control, requirementof personal protective equipment and devices, rules for handling hazardous materials, gas and electric weldingand cutting operations, hazardous work processes, explosives and general handling of materials and storage,electricity safety, construction safety, fire protection and control and occupational health services.

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Labor Legislation

The Philippine Labor Code and other statutory enactments provide the minimum benefits that employers mustgrant to their employees, which include certain social security benefits, such as benefits mandated by the SocialSecurity Act of 1997 (“R.A. No. 8282”), the National Health Insurance Act of 1995 (“R.A. No. 7875”), asamended, and the Home Development Fund Law of 2009 (“R.A. No. 9679”).

Social Security Act

Under the Social Security Act of 1997, social security coverage is compulsory for all employees not over60 years of age. An employer is obligated to deduct and withhold from each employee’s monthly salary, wage,compensation or earnings, the employee’s contribution; and the employer, for its part, makes a counterpartcontribution for the employee, and remits both amounts to the Social Security System (“SSS”). This enables theemployees to claim their pension, death benefits, permanent disability benefits, funeral benefits, sickness benefitsand maternity-leave benefits. The Social Security Act of 1997 imposes penal sanctions if an employer fails toremit the contributions to the SSS. For corporate employers, the penalty is imposed on its president and membersof the board of directors.

The National Health Insurance Act

The National Health Insurance Act created the National Health Insurance Program (“NHIP”) to provide healthinsurance coverage and ensure affordable and accessible health care services to all Filipino citizens. All membersof the SSS and Government Service Insurance System (“GSIS”) are automatically members of the NHIP. ThePhilippine Health Insurance Corporation (“PhilHealth”) administers the NHIP, and an employer is required todeduct and withhold the contributions from the employee’s salary, wage or earnings, make a counterpartcontribution for the employee, and remit both amounts to PhilHealth. The NHIP subsidizes personal healthservices required by the employee subject to certain terms and conditions under the law. The National HealthInsurance Act imposes penal sanctions if an employer does not remit the contributions to PhilHealth. Forcorporate employers, the penalty is imposed on its president and members of the board of directors.

Home Development Fund Law

The Home Development Fund Law (“R.A. No. 9679”) or the Pag-IBIG Fund Law, created the HomeDevelopment Mutual Fund (“HDMF”), a national savings program for private and government employees andother earning groups as well as a fund to provide for affordable shelter financing to Filipino workers. Coverageunder the HDMF is compulsory for all SSS and GSIS members and their employers. Under the law, an employermust deduct and withhold 2% of the employee’s monthly compensation, up to a maximum of P5,000, andlikewise make a counterpart contribution of 2% of the employee’s monthly compensation, and remit thecontributions to the HDMF. The Pag-IBIG Fund Law also imposes penal sanctions if the employer does notremit the contributions to the HDMF.

The Labor Code

The Philippine Labor Code provides that, in the absence of a retirement plan provided by their employers,private-sector employees who have reached 60 years of age or more, but not beyond 65 years of age, thecompulsory retirement age for private-sector employees without a retirement plan, and who have rendered atleast five years of service in an establishment, may retire and receive a minimum lump sum retirement payequivalent to one-half month’s salary for every year of service, with a fraction of at least six months beingconsidered as one whole year.

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Permits

Set out below are the Philippine regulatory permits material to our business. Based on the opinion issued by ourexternal counsel, Atty. Karen S. Ong, and unless otherwise indicated below, the material permits and licensesrequired for our operations are valid and subsisting.

APO CementType of Permit Date Issued Expiry Date

Mayor’s Permit for the CementPlant in Naga, Cebu

December 31, 2016

MGB Permit to Operate RefuseDerive Fuel Facility

May 26, 2015May 21, 2016

(Renewal application is pending)

MGB Permit to Operate AirCompressor

(Machinery No.MG: APO L2-15)May 26, 2015

May 21, 2016(Renewal application is pending)

EMB Permit to Operate AirPollution Source and Control

InstallmentsFebruary 18, 2015 September 25, 2019

MGB Permit to Operate AirCompressor

(Machinery No.MG: APO L2-1 toL2-11)

January 28, 2015 January 13, 2017

MGB Permit to Operate Elevator(Machinery No.MG: APO L2-1)

January 28, 2015 January 13, 2017

EMB Permit to Operate AirPollution Source and Control

Installments(Re: Davao Terminal)

June 8, 2015May 21, 2016

(Renewal application is pending)

MGB Permit to Operate PressureVessel

(Pressure Vessel No. MGB- APO-L2-32 to MGB-APO-L2-34)

October 1, 2015

August 18, 2016 (for MGB—APO-L2-32)

July 16, 2016 (for MGB-APO-L2-31,MGB-APO-L1-32, MGB-APO L2-33

and APO-L2-34)

MGB Permit to Operate InternalCombustion Engine

(machinery No. MGB: APO-L2-1to APO-L2-6)

January 28, 2015 January 13, 2017

MGB Permit to Operate InternalCombustion Engine

(machinery No. MGB: APO L1-1)October 1, 2015 July 16, 2016

Discharge Permit February 18, 2015 September 25, 2019

MGB Permit to Operate AirCompressor

(Machinery No. MGB: APO L1-1,L1-2, L1-12, L2-13, L2-14 and

L2-15)

October 1, 2015 July 16, 2016

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Type of Permit Date Issued Expiry Date

MGB Permit to Operate AirCompressor

(Machinery No. MGB: APO L2-1to L2-11)

October 1, 2015 July 16, 2016

MGB Permit to Operate AirCompressor

(Machinery No. MGB: APO L2-16to MGB APO L2-20)

August 25, 2015 July 16, 2016

ECC-98A-07CE-006 for theProposed Fuel Tank Farm

ProjectJanuary 20, 1998 N/A

ECC-R6-0696-1003-534-120-A forthe Cement terminal facility

expansion at Iloilo CommercialPort Complex

July 19, 2013 N/A

ECC-R11-1312-0263For the cement terminal and

warehouse facility in Davao CityJanuary 10, 2014

ECC-CO-1308-0027 for theexpansion of APO cement plant

and jettyDecember 10, 2013 N/A

NTC Coastal Radio LicenseNo. 7FC-04914R

January 23, 2016 January 31, 2017

Bureau of Product Standard licenseto use Philippine Standard

Quality Certification Mark for itsPortland Cement Type I, II and V

PS License No. 0256

January 13, 2013 December 22, 2017

Bureau of Product Standard licenseto use Philippine Standard

Quality Certification Mark for itsBlended Hydraulic Cement with

Pozzolan—Type IP and PLicense No. 257

September 19, 2013 September 18, 2016

PSALM Certificate of Registration May 4, 2004 N/A

Bureau of Product Standard licenseto use Philippine Standard

Quality Certification Mark for itsMasonry Cement Type M

License No. Q-1389

October 9, 2014 October 8, 2017

DOTC Statement of Compliance ofa Port Facility

December 18, 2012 December 17, 2017

ERC Certificate of ComplianceNo. 15-01-GN 49-16727V for

the Generation Facilities in NagaJanuary 26, 2015 N/A

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Type of Permit Date Issued Expiry Date

Mineral Processing PermitNo. 004-2004-VII

June 29, 2009 July 29, 2019

TSD and Cement Kiln Co-ProcessingCertificate

May 12, 2015May 11, 2016

(Renewal application ispending)

Exemption from Certificate of PublicConvenience

February 2, 2016

Solid CementType of Permit Date Issued Expiry Date

Mayor’s Permit for the Cement Plantin Antipolo City

January 22, 2016 December 31, 2016

Bureau of Product Standard licenseto use Philippine Standard Quality

Certification Mark for BlendedHydraulic Cement with Pozzolan

License No. Q-0840

May 5, 2013 May 4, 2016

Bureau of Product Standard licenseto use Philippine Standard Quality

Certification Mark for MasonryCement

License No. Q-0839

February 23, 2016 February 22, 2019

Bureau of Product Standard licenseto use Philippine Standard Quality

Certification Mark for PortlandCement

License No. Q-0092

May 5, 2013May 4, 2016

(Renewal application ispending)

ERC Certificate of ComplianceNo. 14-03-GXT-51-055L

March 11, 2014 March 11, 2019

ECC No. 9105-036-301C forLimestone Quarry and Cement

Manufacturing ProjectJanuary 14, 1992 N/A

Amendment of ECC No. 9105-036-301C for Alternative Fuel and RawMaterial Facilities and use of AFR

in the cement plant

July 15, 2004 N/A

Amendment of ECC No. 9105-036-301C for Installation of Screening

System for Limestone StorageProject

September 17, 2013 N/A

Amendment of ECC No. 9105-036-301 for the Volcanic Tuff Dryer

FacilityOctober 4, 2010 N/A

LLDA Clearance October 6, 1997 N/A

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Type of Permit Date Issued Expiry Date

LLDA Discharge Permit August 20, 2015 June 8, 2016

MGB Permit to Operate InternalCombustion Engines

June 2, 2014June 1, 2015

(Renewal application ispending)

MGB Permit to Operate PressureVessels

June 2, 2014June 1, 2015

(Renewal application ispending)

MGB Certificate of ElectricInspection

June 2, 2014June 1, 2015

(Renewal application ispending)

EMB Chemical Control OrderRegistration Certificate

August 21, 2000 N/A

TSD and Cement Kiln Co-ProcessingCertificate

June 30, 2015 June 30, 2016

ECC-NCR-1301-0024 for AdmixtureProcessing and Associated

FacilitiesFebruary 14, 2013 N/A

ECC No. 04 98 12-16-0785-120 forGenerator Set Project

December 28, 1998 N/A

ECC No. 193-RI-207-95 for PowerPlant Station PROJECT

April 27, 1995 N/A

ECC NCR-1305-0198 for ConcreteBatching Plant and Diesel

Storage TankJune 14, 2013 N/A

ECC-NCR-9612-0417 (Amended)for the Cement Terminal at the

Manila Harbor CenterOctober 15, 2014 N/A

Intellectual Property

Set out below is a list of products registered or pending registration with the Philippine Intellectual PropertyOffice:

Product Registered OwnerApplication Number/

Application DateRegistration Number/

registration Date

Clinker and white Portland cement with ahigh sulfur content derived from a highsulfur content PET-coke used as fuel

CEMEX ResearchGroup AG

1-2003-000570(MX2002000012235)/12/10/03

1-2003-000570/12/20/2007

Reinforced wall system and method CEMEX ResearchGroup AG

1-2013-500978(US/0019193-032)/15-05-2013(30/11/2011)

1-2013-500978/6/17/15

Crushed light weight concrete aggregates CEMEX ResearchGroup AG

PCT/FR2011/051763/21-01-201321/07/2011

Application stillpending

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BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Board of Directors

Our Board is entrusted with the responsibility for our overall management and direction. The Board meets on aquarterly basis at least, or more frequently as required, to review and monitor our financial position andoperations. Our articles of incorporation provide that our Board will consist of seven directors. Copies of ourarticles of incorporation, by-laws, minute books and other corporate books and records will be available forinspection by our shareholders at our registered office at 8/F Petron Megaplaza, 358 Sen. Gil. J. Puyat Avenue,Makati City, Philippines 1200, Philippines, or upon request.

The following table sets forth information regarding our directors as of the date of this Prospectus:

Name Age Citizenship Position Date elected

Pedro Jose Palomino . . . . 52 Spanish President and Director September 17, 2015Joaquin Miguel Estrada

Suarez . . . . . . . . . . . . . . 52 Spanish Director February 29, 2016Paul Vincent Arcenas . . . . 49 Filipino VP—Strategic Planning and

Marketing and DirectorSeptember 17, 2015

Vincent Paul Piedad . . . . . 46 Filipino Treasurer and Business ServicesOrganization & Procurement andDirector

September 17, 2015

Jannette Virata Sevilla . . . 54 Filipino Director September 17, 2015Alfredo Panlilio . . . . . . . . 52 Filipino Independent Director June 3, 2016Pedro Roxas . . . . . . . . . . . 58 Filipino Independent Director June 3, 2016

Below are summaries of the business experience and credentials of our directors:

Pedro Jose Palomino, 52, holds a B.S. degree in Economics from the Universidad Complutense de Madrid.Pedro began his career working as an auditor for KPMG—Spain in 1988, where he became a member of the ofthe Instituto de Auditores Censores Jurados de Cuentas de España. Since joining the CEMEX group in 1995,Pedro has served in various management roles from 1995 until present day, including starting his career atCEMEX as Chief Financial Officer of an affiliate in Spain, as the Vice President for Administration and Financefor CEMEX Philippines (1999-2001), as Country Director for CEMEX’s operations in the Canary Islands (2001-2008), as Country Director for CEMEX’s operations in the United Arab Emirates (2008-2010). In August 2010he became the head of CEMEX´s operations in the Philippines, serving as the President and Chief ExecutiveOfficer of CEMEX Strategic Philippines, Inc. His experience with various management roles and responsibilitieswithin the CEMEX group of companies provide him with a high-degree of familiarity with our strategy,operations, finances and the CEMEX core values. Throughout his career with CEMEX, Pedro has alsodemonstrated his leadership through his participation in CEMEX’s International Management Program andGlobal Leadership Program. Currently he serves on our Board and is our President, which are positions he hasheld since our incorporation and registration.

Joaquin Miguel Estrada Suarez, 52, holds a degree in economics from the Universidad de Zaragoza and holdsan M.B.A. from the Instituto de Empresa. Mr. Estrada joined CEMEX in 1992 and has held several executivepositions, including head of operations in Egypt and Spain, as well as head of trading for Europe, the Middle Eastand Asia. He is currently president of CEMEX Asia, Middle East and Africa and is also responsible for ourglobal trading activities. 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 (Agrupaciónde Fabricantes de Cemento de España), and member of the board of IECA (Instituto Español del Cemento y susAplicaciones), he was also the president of CEMA (Fundaciòn Laboral del Cemento y el Medioambiente) from2010 to 2011. Mr. Estrada currently serves as a director on our Board, a position he has held since February 29,2016.

Paul Vincent Arcenas, 49, holds a Masters in International Management from the Thunderbird -AmericanGraduate School of International Management which he obtained in 1993. Mr. Arcenas is also a graduate of the

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Ateneo de Manila University in 1987 with a degree in Management Economics. Mr. Arcenas started his workexperience with Andersen Consulting/SGV as Senior Staff Consultant in 1987. In 1995, Mr. Arcenas moved toSan Miguel Corporation as Corporate Strategy Manager, and in 1998, he became the Director for CorporatePlanning & Management Information Systems at Pepsi Cola Philippines, Inc. Mr. Arcenas joined CEMEX in2001, and in 2010, he became held the position of Vice President for Commercial and Logistics of CEMEXPhilippines. In 2011, he then became the Vice President for Strategic Planning for CEMEX Philippines and Asia.He currently serves on our Board and as our Vice President for Strategic Planning, which are positions he hasheld since our incorporation and registration. Aside from his Planning function, Mr. Arcenas is responsible forMarket Intelligence, Business Development, Marketing, Legal, and Corporate Communications & Public Affairs.

Vincent Paul Piedad, 46, holds an MBA from the University of Michigan in Ann Arbor, U.S.A. He also has aBachelor’s degree in Management Engineering (Honors) from the Ateneo de Manila University. Prior to joiningCEMEX in 1999, Mr. Piedad worked in Citibank, N.A. under the bank’s Treasury group. In 2003, Mr. Piedadbecame the Planning and Integrated Areas Director of CEMEX Thailand. Mr. Piedad has participated inCEMEX’s International Management Program since 2003. In 2011, Mr. Piedad became the Regional BusinessServices Organization & Procurement Director of the CEMEX Philippines Group of Companies. Mr. Piedadcurrently serves on our Board and as our Regional Business Services Organization & Procurement Director,positions he has held since our incorporation and registration. On top of his current responsibilities inProcurement, he takes the leadership in all finance, administrative, and service areas in CEMEX Asia,particularly in the areas of Management and Financial Services, Transactional Services, Processes & IT,Treasury, Risk, and Internal Control.

Jannette Virata Sevilla, 54, obtained her Bachelor of Laws and Bachelor of Arts (cum laude) degrees from theUniversity of the Philippines. She was admitted to the Philippine Bar in 1988 and the New York State Bar in1996. She is currently engaged in the private practice of law, and is also an external legal consultant of CEMEXAsia Pte. Ltd.—Philippine Headquarters. She was previously employed as Regional Legal Counsel for Asia andVice President for Legal for the CEMEX Philippines group of companies until November 2008. She wasformerly a Senior Associate Attorney at Carpio Villaraza & Cruz Law Offices; a Director in the Office of theChief Presidential Legal Counsel, Office of the President of the Republic of the Philippines; an associate attorneyat Bautista Picazo Buyco Tan & Fider Law Offices; and a Law Clerk/Confidential Attorney, Office of AssociateJustice Irene R. Cortes, Supreme Court of the Philippines. Ms. Sevilla currently serves on our Board as ourDirector and Corporate Secretary, positions she has held since our incorporation and registration. She is also aDirector and the Corporate Secretary of our Principal Shareholder.

Alfredo Panlilio, 52, holds a B.S. degree in Business Administration in 1984 from San Francisco StateUniversity in California and a Master of Business Administration degree from the J.L. Kellogg School ofManagement at Northwestern University in Illinois, USA and from The Hong Kong University of Science andTechnology in 2009. From 1992 to 1997, Mr. Panlilio worked at IBM as an executive lead in various industries,including manufacturing, transportation, travel, and utilities. He then spent two years with ABS CBN, thePhilippines’ biggest TV network, where he marshalled synergies among the network’s various subsidiaries. In1999, Mr. Panlilio became the Senior Vice President and head of the Corporate Business Group of the PhilippineLong Distance Telephone Company (“PLDT”), the Philippines’ leading telecommunications firm, a role heserved until 2002. In 2003, he was appointed to lead PLDT’s Carrier Business Group, where he managed theformulation and implementation of domestic and international inter-carrier requirements. Ultimately this led toMr. Panlilio starting up PLDT Global Corporation in Hong Kong in 2004 to grow the international retail businessand maximize revenue potential of the PLDT Group of Companies. In 2010, PLDT bought the Philippines’largest distribution utility, and Mr. Panlilio was appointed to lead its Customer Retail Services and CorporateCommunications. Mr. Panlilio currently also serves as president of the MVP Sports Foundation, the umbrellasports advocacy organization of the Metro Pacific Group, PBA Governor for the Meralco Bolts, Governor for theManagement Association of the Philippines and treasurer of the National Golf Association of the Philippines.Mr. Panlilio has agreed to serve as an independent director on our Board and will be appointed to our Board priorto the closing of the Offer.

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Pedro Roxas, 58, holds a B.S. Degree in Business Administration from the University of Notre Dame. Since1978, Mr. Roxas has been a member of the board of directors of Roxas Holdings Inc. (“RHI”), the largestintegrated sugar business in the Philippines. In 1995, he was appointed as Chairman of both the board ofdirectors and executive committee of RHI. Mr. Roxas later became the Chief Executive Officer and Chairman ofthe board of directors of Roxas and Company, the holding company of RHI. In addition to his leadership at RHI,Mr. Roxas has extensive experience serving as an independent director for companies such the Philippine LongDistance Telephone Company, Manila Electric Co., BDO Private Bank and Brightnote Assets Corporation.Mr. Roxas is also actively engaged in social organizations such as the Children’s Hour and Habitat for Humanity.Mr. Roxas has agreed to serve as an independent director on our Board and will be appointed to our Board priorto the closing of the Offer.

Term of Office

Our directors are elected during each regular meeting of our shareholders and hold office for one year and untiltheir successors are elected and qualified. Our regular meetings of shareholders are held on the 15th day of Mayof each year.

Corporate Governance

We adopted our Manual on Corporate Governance (the “Manual”) on March 7, 2016. Our policy of corporategovernance is based on the Manual. The Manual, which complies with Philippine SEC rules, lays down theprinciples of good corporate governance in the entire organization. The Manual provides that it is the Board’sresponsibility to initiate compliance to the principles of good corporate governance, to foster our long-termsuccess and to secure our sustained competitiveness in a manner consistent with our fiduciary responsibility.

We intend to appoint two independent directors namely, Alfred Panlilio and Pedro Roxas, to sit on our Board.We consider as an independent director one who, except for his director’s fees and shareholdings, is independentof management and free from any business or other relationship which, or could reasonably be perceived to,materially interfere with his exercise of independent judgment in carrying out his responsibilities as one of ourdirectors.

The Manual embodies our policies on disclosure and transparency, and mandates the conduct of communicationand training programs on corporate governance. The Manual further provides for the rights of all shareholdersand the protection of the interests of minority shareholders. Any violation of the Manual is punishable by apenalty ranging from reprimand to dismissal, depending on the frequency of commission as well as the gravitythereof.

Committees of the Board

The Board has constituted two committees to effectively manage our operations: (i) the Audit Committee and (ii)the Nominating Committee.

Audit Committee

Our Audit Committee is currently comprised of three members. The Audit Committee will carry out, amongother things, the following functions: (i) assist the Board in the performance of its oversight responsibility for:our financial reporting process; our system of internal control; our audit process and the monitoring ofcompliance with applicable laws, rules and regulations; (ii) supervise the effectiveness of our internal controlprocedures and corporate risk management systems; (iii) perform oversight functions over our internal andexternal auditors, ensuring that the internal and external auditors act independently from each other, and that eachare given unrestricted access to all records, properties and personnel to enable them to perform their respectiveaudit functions; (iv) review the annual internal audit plan to ensure its conformity with our objectives;(v) organize an internal audit department, and consider the appointment of an independent internal auditor andthe terms and conditions of its engagement and removal; (vi) monitor and evaluate the adequacy andeffectiveness of our internal control system, including financial reporting control and information technology

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security; (vii) review the reports submitted by the internal and external auditors; (viii) review the quarterly, half-year and annual financial statements before their submission to the Board; (ix) coordinate, monitor and facilitatecompliance with laws, rules and regulations; (x) evaluate and determine non-audit work, if any, required of theexternal auditor, and periodically review the non-audit fees paid to the external auditor in relation to theirsignificance to the total annual income of the external auditor and to our overall consultancy expenses and (xi)establish and identify the reporting line of the internal auditor to enable them to properly fulfill their duties andresponsibilities.

The Audit Committee shall also be responsible for promulgating a charter which shall set out its purposes,membership, structure, operations, reporting process, resources and other relevant information in accordancewith SEC Memorandum Circular No. 4, series of 2012.

The Audit Committee must be comprised of at least three directors, preferably with an accounting and financialbackground. Two of the members must be independent directors, including the chairman of the AuditCommittee. The Audit Committee reports to the Board and is required to meet at least once every three months.Our Audit Committee members will be appointed prior to the listing of our Shares on the PSE.

Nomination Committee

Our Nomination Committee is currently comprised of three members. The Nomination Committee will carry out,among other things, the following functions: (i) be responsible for providing shareholders with an independentand objective evaluation of and assurance that the members of the Board are competent and will foster our long-term success and secure our competitiveness; (ii) review and evaluate the qualifications of persons nominated tothe Board as well as other appointments that require Board approval and (iii) assess the effectiveness of theBoard’s processes and procedures in the election or replacement of directors.

The Nomination Committee must comprise at least three directors, including one independent director. TheNomination Committee reports directly to the Board and is required to meet at least once a year. Our NominationCommittee members will be appointed prior to the listing of our Shares on the PSE.

Directors’ Compensation

Standard Arrangements

The members of our Board will be compensated according to the provisions of our by-laws. Under our by-laws,the member of our Board shall receive compensation for the discharge of the duties of supervision and collegiatedecision-making proper to said management body.

Other Arrangements

There are no other arrangements pursuant to which any of our directors is compensated, directly or indirectly, forany service provided as director.

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Executive Officers

Our executive officers and management team cooperate with our Board by preparing appropriate information anddocuments concerning our business operations, financial condition and results of operations for its review. Thefollowing table presents information concerning executive officers and their respective positions as of the date ofthis Prospectus:

Name Age Citizenship Position Date elected

Pedro Jose Palomino . . . . . . . . . 52 Spanish President September 22, 2015Paul Vincent Arcenas . . . . . . . . . 49 Filipino VP—Strategic Planning and

MarketingSeptember 22, 2015

Ma. Virginia Ongkiko Eala . . . . 48 Filipino VP—Human Resources September 22, 2015Vincent Paul Piedad . . . . . . . . . . 46 Filipino Treasurer/Business Services

Organization & ProcurementDirector

September 22,2015/February 29,

2016Michael Martin Teotico . . . . . . . 41 Filipino VP—Logistics February 29, 2016Roberto Javier . . . . . . . . . . . . . . 42 Filipino VP—Commercial February 29, 2016Adrian V. Bancoro . . . . . . . . . . . 38 Filipino Tax Director February 29, 2016Elvira Oquendo . . . . . . . . . . . . . 49 Filipino Legal Director September 22, 2015

Below are summaries of the business experience and credentials of our executive officers:

Pedro Jose Palomino. See “—Board of Directors” on page 159 of this Prospectus.

Paul Vincent Arcenas. See “—Board of Directors” on page 159 of this Prospectus.

Ma. Virginia Ongkiko Eala, 48, holds a Master of Laws degree from the University of Michigan in Ann Arbor,U.S.A. Ms. Ongkiko-Eala obtained her Bachelor of Laws degree from the University of the Philippines inDiliman where she also has a degree in Psychology (Cum Laude). She started her career in private practice byworking as an associate for Carpio Villaraza & Cruz law firm from 1993-1997, and with the Ongkiko KalawManhit & Acorda Law Offices from 1997-2000. She specialized in Litigation and Criminal Law. Ms. Ongkiko-Eala joined CEMEX in 2000 as a Senior Legal Manager and later was appointed as an Executive inDevelopment. In 2004, she was appointed as Vice President for Human Resources of the CEMEX Philippinesgroup of companies. Ms. Ongkiko-Eala currently serves as our Vice President for Human Resources, a positionshe has held since September 22, 2015.

Vincent Paul Piedad. See “—Board of Directors” on page 159 of this Prospectus.

Michael Martin Teotico, 41, holds a Bachelor’s degree in Human Resource Management from the De La SalleUniversity. Mr. Teotico has acquired expertise in Logistics, Supply Chain and Transportation, having heldvarious positions in these fields for more than ten years. He also has held positions in Sales and Marketing.Mr. Teotico has received management trainings from the Asian Institute of Management, and CEMEX’s globalleadership programs. In 2014, Mr. Teotico became the Vice President of Logistics of Solid Cement Corporation.Mr. Teotico is currently our Vice President of Logistics, a position he has held since February 29, 2016.

Roberto Martin Javier, 42, holds a degree in Bachelor of Science and Commerce, Major in MarketingManagement, from the De La Salle University in Manila. Throughout his career of over 15 years with CEMEX,Mr. Javier has accumulated extensive experience in sales, marketing, commercial administration and commercialstrategy. Mr. Javier has participated in the CEMEX Global Leadership programs and other executive programsfrom the Asian Institute of Management. In 2014, Mr. Javier became the Vice President for Commercial(Cement) for the CEMEX Philippines group of companies. Mr. Javier currently serves as our Vice President forCommercial (Cement), a position he has held since February 29, 2016.

Adrian V. Bancoro, 38, is a licensed attorney and a certified public accountant. He obtained his Bachelor ofLaws from San Beda College and his Bachelor of Science degree in Accountancy from the De La SalleUniversity. Prior to joining CEMEX, Mr. Bancoro worked as Tax Manager with PricewaterhouseCoopers—Manila from 2003 to 2008. In 2008, he became the Tax and Corporate Counsel of Filinvest Land, Inc., a position

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he held until 2012. He has participated in CEMEX’s Achieve Leadership Program. He is a member of theIntegrated Bar of the Philippines, Philippine Institute of Certified Public Accountants and Tax ManagementAssociation of the Philippines. In 2012, Mr. Bancoro became the Tax Director of the CEMEX Philippines groupof companies. Mr. Bancoro currently serves as our Tax Director, a position he has held since February 29, 2016.

Elvira Oquendo, 49, holds a double degree in Physics and Computer Science from the Ateneo de ManilaUniversity, where she also later went on to receive her Juris Doctor degree. After graduation from law school in1992, she joined Carpio Villaraza & Cruz law offices as an associate where she specialized in Litigation,Commercial and Banking Law, Intellectual Property Law, Telecommunications Law and Labor Law. In 2001,she joined the government as Solicitor under the Office of the Solicitor General, and in 2002, she became theChief of Staff/Head Executive Assistant of the Office of the Ombudsman. Ms. Oquendo joined CEMEX in 2003as a Senior Legal Manager, and was appointed as head of the Legal Department by 2009. Ms. Oquendo hasparticipated in CEMEX’s Achieve Leadership Program and the Management Development Program of the AsianInstitute of Management. Ms. Oquendo is also a Board member of the CEMEX Philippines Foundation. In 2009,Ms. Oquendo became the Legal Director of the CEMEX Philippines group of companies. Ms. Oquendo currentlyserves as our Legal Director, a position she has held since September 22, 2015.

Executive Compensation

Summary Compensation Table

The following table identifies our chief executive officer (“CEO”) and the four most highly compensatedexecutive officers (the “NEOs”) and summarizes their aggregate compensation in millions of Philippine Pesos infiscal 2013, fiscal 2014, fiscal 2015 as well as their estimated compensation for fiscal 2016. The amounts setforth in the table below have been prepared based on what we paid for the compensation of our executive officersfor the periods indicated and what we expect to pay on the ensuing year.

Year ended December 31,

2013 2014 2015 2016E

Salary BonusOther AnnualCompensation Salary Bonus

Other AnnualCompensation Salary Bonus

Other AnnualCompensation Salary Bonus

Other AnnualCompensation

(Q in millions)CEO and

NEOs(1) . . . 36.0 33.2 13.0 38.2 36.6 13.8 37.6 55.8 21.3 40.9 32.3 22.9

(1) Pedro Palomino is our President and Chairman and our NEOs are Paul Vincent Arcenas (VP—Strategic Planning and Marketing),Roberto Martin Javier (VP—Commercial), Michael Martin Teotico (VP—Logistics) and Vincent Paul Piedad (Treasurer and BSO &Procurement Director).

Employment Contracts Between the Company and NEOs

We have no special employment contracts with the NEOs.

Warrants and Options Outstanding

There are no outstanding warrants or options held by our CEO, the NEOs, and all officers and directors as agroup.

Significant Employees

No single person is expected to make a significant contribution to the business since we consider the collectiveefforts of all of our employees as instrumental to the overall success of our performance.

Employee Restricted Stock and Other Incentive Plans

It is expected that under the terms of the ordinary restricted stock plan that would need to be approved by ourshareholders or Board, as applicable, starting January 1, 2017, eligible employees will be allocated annually aspecific number of restricted Shares as long-term incentive compensation to be vested over a four-year period.

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Subject to applicable laws, our Shares could be held in a restricted account on behalf of each employee for fouryears or, after one year has lapsed from the allocation date, 25% of the corresponding Shares would be directlydelivered to the employee every year over a four-year period. If our Shares are held in a restricted account, at theend of each year during such four-year period, the restrictions lapse with respect to 25% of the allocated Sharesand such Shares will become freely transferable and subject to withdrawal from the special account. We willissue new Shares to cover the ordinary restricted stock plan program. From the date of the Offer and up to andincluding December 31, 2016, certain members of our Board and senior management will receive stockcompensation in the form of shares of CEMEX, S.A.B. de C.V.

Director compensation in the form of stock options, equity awards or any other form of remuneration linked tothe value of our Shares, regardless of the method for settlement, must be expressly provided for in our by-laws.Grants of any such compensation to directors must be approved by the shareholders acting at a generalshareholders’ meeting. The shareholder resolution must establish the number of Shares to be granted, the optionstrike price and the value of our Shares taken as a reference and/or the vesting period. It is not currently expectedfor the members of our Board to receive compensation in the form of restricted stock options, equity awards orany other form of remuneration tied to the value of our Shares.

Our acquisition of our own Shares to be awarded to employees or, if applicable, directors, or sold to thempursuant to the exercise of stock options must be approved by our shareholders at a general shareholders’meeting. The issuance of new Shares on a non-preemptive basis to employees to hedge our obligations pursuantto any equity compensation plans also requires the approval of the general shareholders’ meeting or the Board inexercise of delegated powers by the general shareholders’ meeting through the approval of an increase in ourauthorized share capital.

In addition to the ordinary restricted stock plan and under the terms of the variable compensation plan, certaineligible employees are allocated annually with a specific number of restricted Shares as long term incentivecompensation to be vested over a four-year period. The Shares allocated are equivalent to the variablecompensation percentage that each executive has the right to receive according to their position within ourcompany. Share allocation depends upon reaching certain business results at the end of each year that are set atthe beginning of each year. The management, granting and vesting of these Shares operate using the same issueguidelines for the ordinary restricted stock plan described above.

Involvement in Certain Legal Proceedings of Directors and Executive Officers

None of the members of our Board, nor any of our executive officers, has been or is involved in any criminal,bankruptcy or insolvency investigations or proceedings for the past five years and up to the date of thisProspectus. None of the members of our Board, nor any of our executive officers, has been convicted by finaljudgment of any offense punishable by the laws of the Republic of the Philippines or of any other nation orcountry. None of the members of our Board nor any of our executive officers have been or are subject to anyorder, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competentjurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limitinghis involvement in any type of business, securities, commodities or banking activities. None of the members ofour Board nor any of our executive officers have been found by a domestic or foreign court of competentjurisdiction (in a civil action), the Philippine SEC or comparable foreign body, or a domestic or foreign exchangeor other organized trading market or self-regulatory organization, to have violated a securities or commoditieslaw or regulation.

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RELATED PARTY TRANSACTIONS

All sales to, and purchases from, related parties are made at prevailing market prices. When market prices and/ormarket conditions are not readily available, we conduct transfer pricing studies to assure compliance withregulations applicable to transactions between related parties. Outstanding year end balances pertain to theextension and receipt of, and advances to and from, related parties. For further information, such as outstandingadvance balances, see note 10 to our Audited Combined Historical Financial Statements and note 3 to the ProForma Financial Information. These balances are unsecured, short-term and interest-free, and settlement occursin cash.

Prior to the Offer, our subsidiaries engaged in various commercial arrangements with CEMEX in the ordinarycourse and on arm’s-length terms. After the closing of the Offer, we will continue to enter into commercialarrangements with CEMEX in the ordinary course and on arm’s-length terms. Examples of these commercialarrangements may include:

• supply agreements or spot purchases of cement or other construction materials, either required by us andproduced by CEMEX, or required by CEMEX and produced by us;

• freight contracts pursuant to which CEMEX transports to us any products or goods purchased by us fromCEMEX or third parties but using CEMEX vessels or vessels contracted by CEMEX;

• spot purchases of carbon, petroleum coke or other fuels required by us and offered or arranged by CEMEX oroffered by us to CEMEX, such as the coal supply contract with Transenergy, as well as any hedges for suchtransactions; and

• the sale or lease of construction equipment, including machinery, vehicles used for construction, etc., betweenCEMEX and us.

In connection with the Offer, we will enter into the Framework Agreement as well as the CEMEX Agreementswith CEMEX, each of which generally will become effective upon the completion of the Offer. For a discussionof these provisions and a discussion of the indebtedness owed by us to CEMEX, see the sections of thisProspectus entitled “Description of Share Capital” and “Management’s Discussion and Analysis of HistoricalFinancial Condition and Results of Operations—Indebtedness.” In connection with the Offer, we have alsoentered into related party transactions with ALQC and IQAC, two entities in which CEMEX owns a 40% indirectequity interest. For a discussion of the provisions of these arrangements, please see “Business—Properties” onpage 145 of this Prospectus and “Business—Raw Materials and Suppliers—Raw materials sourced from ALQCand IQAC” on page 138 of this Prospectus.

Prior to the closing of the Offer, we and CEMEX have effected the Reorganization through which we acquiredcertain entities of CEMEX. We refer to this process as the “Reorganization.” The Reorganization consisted of,among other things, the divestment of IQAC from Solid Cement and the divestment of ALQC from anintermediate holding company of APO Cement prior to our acquisition of Solid Cement and APO Cement. OnJanuary 1, 2016 our Company acquired, directly and indirectly through intermediate holding companies, a 100%equity interest in each of Solid Cement and APO Cement. In connection with these transfers, we entered intoloans with CEMEX, pursuant to which we incurred approximately US$828 million of indebtedness to CEMEX.See “Management’s Discussion and Analysis of Historical Financial Condition and Results of Operations—Indebtedness” on page 83 of this Prospectus.

Contract for Indonesian Steam Coal

A contract was entered into between Transenergy, a CEMEX subsidiary, and Noble Resources Pte Ltd (“Noble”)for the sale of Indonesian steam coal with pre-determined specifications (“Coal”). Under such agreement, Nobleagreed to provide Transenergy with specific quantities of Coal from designated sources. In the event that Nobleintends to obtain the Coal from a different source, Transenergy must be notified at least 30 days in advance, andTransenergy may reject the Coal if the sample provided proves unsatisfactory. In such an event, Noble mustcomply with its obligation, but Transenergy has no liability.

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The agreement provides for a schedule of the tonnage of coal per year which Transenergy may purchase fromNoble. In 2016, this is set at 210,000-422,000 metric tons (+/-10% at Transenergy’s option). The last deliverymust be completed by December 31, 2018.

Sampling and analysis, and weight determination of the Coal provided is done at the point of loading, by amutually agreed upon independent surveyor. Upon receipt, the contract provides for quality and weightadjustments for purposes of invoicing, based on a pre-determined equation. The agreement also provides foradjustments in total moisture and calorific value. Risk over the Coal is borne by Transenergy from the time theCoal is delivered on board the vessel at the port of loading; however, the title transfers to Transenergy only uponfull payment of the purchase price.

The coal purchased by Transenergy is then re-sold to us. We currently obtain our imported coal supply fromTransenergy pursuant to an agreement where the price we pay varies with the spot price of coal. We are requiredto make payments to Transenergy 30-days after our consumption of the coal. See “Business—Energy—Fuel” onpage 136 of this Prospectus.

Trademark License Agreement

We believe that CEMEX’s brands are internationally well-known brands by virtue of CEMEX’s direct or indirectuse of them. CEMEX has granted us and its other subsidiary in Asia the right to use different trademarks, namesand intellectual property assets owned and developed by CEMEX, such as the name “CEMEX” and other relatednames and trademarks in the countries in which such subsidiary does business. This right is granted pursuant to aTrademark License Agreement between CEMEX and our wholly owned subsidiary, CEMEX Asia Research.Under this agreement, we, as a subsidiary of CEMEX, are allowed non-exclusive use of the CEMEX trademarksin the Philippines. Upon the consummation of the Offer, the Trademark License Agreement will becomeeffective with retroactive effect to January 1, 2016 and will have an initial term of five years, automaticallyrenewable for subsequent five-year terms unless terminated by either CEMEX and CEMEX Asia Research byproviding one-month written notice prior to the end of the applicable term. These agreements may also beterminated if CEMEX Asia Research would cease to be a CEMEX direct or indirect subsidiary.

As consideration for use of CEMEX’s trademarks, names and intellectual property assets under the TrademarkLicense Agreement described above, CEMEX Asia Research pays to CEMEX a royalty fee determined at anarm’s length basis.

Solid Cement Services Agreement

In June 2009, Solid Cement entered into the Solid Services Agreement with CEMEX Asia Pte. Ltd. (“CAPL”),pursuant to which CAPL provides Solid Cement with all services necessary for the operation of the Solid Cementbusiness (the “Solid Services”). The Solid Services Agreement had an initial term of five years, and will continueto be in full force and effect thereafter unless terminated by either party upon service of written notice oftermination to the other party at least 30 days prior to the intended termination date. Additionally, either partymay terminate the agreement if (i) a material breach by the other party goes uncured for 14 days, (ii) the otherparty goes into receivership, or (iii) the other party has distress or an execution levied on or against all or any partof its property, and such is not satisfied within 30 days from the date of such levy. Pursuant to theReorganization, we will become a party to the Solid Services Agreement due to our ownership interests in SolidCement. Pursuant to the Solid Services Agreement, we will reimburse CAPL for the costs and expenses incurredby, or chargeable to, CAPL in connection with the provision of the Solid Services, plus a markup of 10% of suchcosts and expenses. CAPL determines the amount of costs and expenses that is allocable to us, and settlement ofthe fee shall be made within 15 days from the issuance of the invoice to us.

APO Cement Services Agreement

In June 2009, APO Cement entered into the APO Services Agreement with CAPL, pursuant to which CAPLprovides APO Cement with all services necessary for the operation of the APO Cement business (the “ APOServices”). The APO Services Agreement had an initial term of five years, and will continue to be in full force

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and effect thereafter unless terminated by either party upon service of written notice of termination to the otherparty at least 30 days prior to the intended termination date. Additionally, either party may terminate theagreement if (i) a material breach by the other party goes uncured for 14 days, (ii) the other party goes intoreceivership, or (iii) the other party has distress or an execution levied on or against all or any part of its property,and such is not satisfied within 30 days from the date of such levy. Pursuant to the Reorganization, we willbecome a party to the APO Services Agreement due to our ownership interests in APO Cement. Pursuant to theAPO Services Agreement, we will reimburse CAPL for the costs and expenses incurred by, or chargeable to,CAPL in connection with the provision of the APO Services, plus a markup of 10% of such costs and expenses.CAPL determines the amount of costs and expenses that is allocable to us, and settlement of the fee shall bemade within 15 days from the issuance of the invoice to us.

Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement

We will enter into a Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement in connectionwith the Offer that, upon the consummation of the Offer, will become effective as of January 1, 2016. The NonExclusive Use, Exploitation and Enjoyment of Assets License Agreement will have an initial term of five years,automatically renewable for subsequent five-year terms unless terminated by either party by providing one-month written notice prior to the end of the applicable term. This agreement would terminate in the event wecease to be a CEMEX direct or indirect subsidiary. Pursuant to this agreement, we have agreed to receive fromCEMEX Research Group, a wholly owned subsidiary of CEMEX, the non-exclusive license to use differenttrademarks, names and intellectual property assets owned and developed by CEMEX, such as the brands “APO”,“Island” and “Rizal”, and other related names and trademarks, processes and information technology, software,industrial models, procurement, commercial and distribution systems.

Under this Agreement, CEMEX Research Group is the legal owner of certain intangible assets, including but notlimited to, know how, processes, software and best practices, and as such has agreed to, upon closing of theOffer, grant us a non-exclusive right to use, exploit and enjoy such assets during the term of the agreement. Theassets are subject to continuous improvements, enhancements and variations considering industry evolution andthe particular needs of CEMEX, including us, and therefore the Non Exclusive Use, Exploitation and Enjoymentof Assets License Agreement may be amended for time to time in order to exclude or include additionalintangibles.

Pursuant to the terms of the Non Exclusive Use, Exploitation and Enjoyment of Assets License Agreement, wewill have the right to use, exploit and enjoy the assets directly or indirectly by means of the relevant licenseagreements and to further license the assets to our subsidiaries, provided, however that any license will terminateif we or any of our business units cease to be a Subsidiary of CEMEX (as defined in the Non Exclusive Use,Exploitation and Enjoyment of Assets License Agreement).

Post-Offering Fee

As consideration for the services and use, exploit and enjoyment of CEMEX’s trademarks, names and intellectualproperty assets under the CEMEX Agreements described above, which have historically supported and willcontinue to support our development activities, we have agreed to pay CEMEX Post-Offering Fees in respect ofperiods following the closing of the Offer that, based on our combined net sales for fiscal 2015, would have beenapproximately 5% of our combined net sales in fiscal 2015. CEMEX has advised us that the Post-Offering Feeswill be equal to 5% of our net sales for future years, so long as this amount is consistent with the pricingprovisions of the CEMEX Agreements, including with reference to transfer pricing rules and arm’s lengthprinciples. The Post-Offering Fees are payable on a quarterly basis. We will continue to pay the Post-OfferingFees to CEMEX as long as CEMEX provides such services to us and the fee reflects market practice and arm’s-length principles.

Long-Term Loan Agreement

On March 9, 2016, we entered into the Long-Term Loan with one of our affiliated entities, NSH, a subsidiary ofCEMEX, providing for a loan of up to US$353.0 million at any one time outstanding (the “Long-Term

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Balance”), plus any balance not paid under the Short-Term Loan upon the expiration of the Short-Term Loan.The Long-Term Loan is in force from March 9, 2016 until March 9, 2023, and bears interest at a rate of 7.535%per annum (the “Long-Term Interest Rate”). We are required to repay the Long-Term Balance in four installmentpayments, the first of which is on March 9, 2020 and the remaining three being in successive one-year periodsthereafter. Overdue installment payments on the Long-Term Balance bear interest at the Long-Term Interest Rateplus two percent.

The Long-Term Loan includes various affirmative and negative covenants which, among other things, restrict orlimit our ability to take certain actions, including: (i) create liens; (ii) enter into mergers; (iii) using the proceedsof the loan for purposes other than those stated in the Long-Term Loan. The Long-Term Loan also includesvarious affirmative covenants that, among other things, require us to provide periodic consolidated financialinformation to NSH. NSH has the right to terminate the Long-Term Loan upon the occurrence of an Event ofDefault (as defined in the Long-Term Loan) whereby the principal amount of the loan will become due andpayable.

We may elect to re-finance the Long-Term Loan with CEMEX or any other person. If the Long-Term Loan isrefinanced with CEMEX, NSH would be entitled to a make whole payment depending on the timing of suchrefinancing.

Short-Term Loan Agreement

On March 9, 2016, we entered into the Short-Term Loan agreement with NSH, a subsidiary of CEMEX,providing for a loan of up to US$475.0 million at any one time outstanding. On April 25, 2016, we and NSHamended the Short-Term Loan to increase the principal amount to up to US$504.0 million (the “Short-TermBalance”). The Short-Term Loan is in force from March 9, 2016 until June 9, 2016 and, subject to no Event ofDefault (as defined in the Short-Term Loan) existing, may be renewed twice, the first of such renewals beinguntil September 9, 2016 and the second of such renewals being until December 9, 2016. To renew the Short-Term Loan we must deliver written notice to NSH prior to May 31, 2016 for the first renewal, and prior toAugust 31, 2016 for the second renewal. The Short-Term Loan bears interest at a rate of 5.21% per annum (the“Short-Term Interest Rate”). We are required to repay the Short-Term Balance by June 9, 2016 or, if the Short-Term Loan is renewed, by September 9, 2016 in the case of the first renewal, or by December 9, 2016 in the caseof a second renewal. Overdue payments on the Short-Term Balance bear interest at the Short-Term Interest Rateplus two percent.

The Short-Term Loan includes various affirmative and negative covenants which, among other things, restrict orlimit our ability to take certain actions, including: (i) create liens; (ii) enter into mergers; (iii) using the proceedsof the loan for purposes other than those stated in the Short-Term Loan. The Short-Term Loan also includesvarious affirmative covenants that, among other things, require us to provide periodic consolidated financialinformation to NSH. NSH has the right to terminate the Short-Term Loan upon the occurrence of an Event ofDefault (as defined in the Short-Term Loan) whereby the principal amount of the loan will become due andpayable.

On May 31, 2016, the Company entered into the BDO Facility with BDO pursuant to which BDO has providedthe Company with the BDO Loan of up to P12,000.0 million for the purposes of refinancing a portion of theShort-Term Loan. See “Management’s Discussion and Analysis of Historical Financial Condition and Results ofOperations—Recent Development” on page 70 of this Prospectus.

Framework Agreement

We have entered into a framework agreement with CEMEX and the Principal Shareholder to avoid conflicts ofinterest between us and CEMEX. The Agreement will become effective upon commencement of trading of ourShares on the PSE, and may be amended by written agreement between CEMEX, the Principal Shareholder andus, provided that any modification by us shall be authorized by our independent directors. In addition, the

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Framework Agreement will cease to be in effect if we are no longer a subsidiary of CEMEX or if CEMEX ceasesto account for its investment in us on a consolidated basis or under the participation method for accountingpurposes (or any other method that applies similar principles).

The Framework Agreement is available on our website, which is www.cemexholdingsphilippines.com. TheFramework Agreement shall be construed and governed by the laws of the Republic of the Philippines andgoverns, among other things, our ability to undertake certain actions including, but not limited to, the incurrenceof indebtedness above certain levels, the disposition and acquisition of assets in excess of certain amounts andthe making of capital expenditures in excess of certain amounts. In addition, the Framework Agreement containsprovisions relating to competition, solicitation of employees, corporate opportunities, compliance with CEMEX’sdebt agreements, financial information, regulatory status, compliance with policies and procedures, share transferrights, equity purchase rights, litigation, dispute resolution, and further actions and assurances. These provisionsare summarized below:

Compliance with CEMEX’s Debt Agreements

A breach of or default under any of CEMEX’s debt agreements, including the Credit Agreement and anyrefinancing, replacement or amendment thereof, would have material adverse effect on CEMEX, including us.Therefore, in order to assist CEMEX in complying with its obligations under its debt agreements, the FrameworkAgreement provides that, while we are a subsidiary of CEMEX, the prior consent of CEMEX and the PrincipalShareholder will be required for:

• any consolidation or merger or joint venture by us or any of our subsidiaries with any person, other thanCEMEX or its subsidiaries;

• any sale, lease, exchange or other disposition or any acquisition by us, other than transactions between us andour subsidiaries, or any series of related dispositions or acquisitions, except (i) those for which we giveCEMEX and the Principal Shareholder at least 30 days prior written notice and which involve considerationnot in excess of US$5 million and (ii) any disposition of cash equivalents or investment grade securities orobsolete or worn out equipment;

• the issuance or sale by us or any of our subsidiaries of any equity securities or equity derivative securities, orthe adoption of any equity incentive plan, except for (i) the issuance of equity securities by us to CEMEX orany of its subsidiaries and (ii) the issuance by us of securities under our equity incentive plans in an amount notto exceed US$1 million in fair market value annually; provided, however, that no such issuance shall cause thetotal number of Shares owned by CEMEX to be less than 51% of the total number of Shares outstanding aftergiving effect to such issuance;

• the declaration, making or payment of a dividend or other distribution by the Company in respect of its Sharesthat is not (i) by way of the issuance of common equity security or the rights to subscribe for common equitysecurities of the Company to our shareholders on a pro rata basis provided that no cash or other asset ofCEMEX (or any interest in any such cash or asset) is paid or otherwise transferred or assigned to any personwhich is not CEMEX in connection with such distribution or interest and/or (ii) pro rata to the holdings of eachof our minority shareholders provided that all of our other shareholders receive their equivalent pro rata sharein any such dividend, distribution or interest payment at the same time holding;

• the creation, incurrence, assumption or guaranty by us of any indebtedness and (ii) the creation of any lien,security or encumbrance over any of our assets, in excess of an aggregate amount of US$20 million at any time(taking into account both (i) and (ii));

• the creation, existence or effectiveness of any consensual encumbrance or consensual restriction by us or anyof our subsidiaries on (i) payment of dividends or other distributions, (ii) payment of indebtedness, (iii) themaking of loans or advances and (iv) the sale, lease or transfer of any properties or assets, in each case, toCEMEX or any of its subsidiaries;

• the extension of loans or becoming a creditor with respect to any type of indebtedness except (i) in relation totrade credits extended to customers on normal commercial terms and in the ordinary course of business and

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(ii) as deferred consideration in relation to any sale, lease, exchange or other disposition which we are allowedto enter into without the consent of CEMEX and the Principal Shareholder;

• ceasing to maintain insurances on and in relation to our business and assets with reputable underwriters orinsurance companies against those risks and to the extent as is usual for companies carrying on the same orsubstantially similar business where such insurance is available on reasonable terms;

• take any actions that could reasonably result in CEMEX or any subsidiary of CEMEX being in breach of, or indefault under, any contract or agreement, subject to CEMEX’s obligation to notify us as described below; and

• take any actions that could reasonably result in CEMEX being in breach of, or in default under, (i) the CreditAgreement and any refinancing, replacement or amendment thereof and (ii) the indentures of CEMEX or anyrefinancing, replacement or amendment thereof.

In addition, for so long as CEMEX is required to consolidate our results of operations and financial position in itsfinancial statements, we will not, without the prior consent of CEMEX, incur any additional indebtedness, if theincurrence of such indebtedness (i) will cause CEMEX or any of its subsidiaries to be in breach of, or defaultunder, any contract or agreement, or (ii) is reasonably likely, in CEMEX’s reasonable opinion, to adversely affectCEMEX’s credit rating. In the event of uncertainty as to whether any particular action to be taken by us mayresult in CEMEX being in breach of, or in default under, any contract or agreement, the Framework Agreementprovides that (a) we must consult with CEMEX and the Principal Shareholder before taking any such action and(b) CEMEX and the Principal Shareholder will have the obligation to (i) evaluate as promptly as practicablewhether us taking any such action would result in CEMEX being in breach of, or in default under, any contract oragreement, and (ii) notify us of CEMEX and the Principal Shareholder’s determination with respect to the effectsof any such action within five business days of the date CEMEX and the Principal Shareholder make suchdetermination. In the event that CEMEX and the Principal Shareholder’s determination is that our taking of therelevant action would not result in CEMEX being in breach of, or in default under, any contract or agreement,CEMEX and the Principal Shareholder will provide their consent for us to take the relevant action subject to theother provisions of the Framework Agreement.

In addition, the Framework Agreement provides that CEMEX will notify us of any action that could reasonablycause CEMEX to be in breach or default under any contract or agreement.

Financial Information

The Framework Agreement provides that, while we are a subsidiary of CEMEX or CEMEX is required toaccount for its investment in us on a consolidated and an individual basis or under the equity method ofaccounting (or other method that applies similar principles), we will provide CEMEX with:

• access to our books and records;

• a quarterly representation of our chief executive officer, chief financial officer or accounting officer stating thatthere is and has been no failure on the part of us or our directors or officers to materially comply withapplicable laws;

• detailed quarterly and annual financial information, including unaudited quarterly financial statements andaudited annual financial statements;

• coordination of audit opinions;

• audit information;

• copies of our public filings as soon as publicly available;

• the right to inspect our properties, books and records and discuss our affairs with our directors and auditors;

• summaries of, and full copies of, monthly, quarterly and annual financial information and certifications by ourchief financial officer as to the accuracy and completeness of financial information;

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• notice of changes in our accounting estimates, reserves or discretionary accounting principles, and, in somecases, refrain from making those changes without CEMEX and the Principal Shareholder’s prior consent;

• information regarding the timing and content of earnings releases; and

• such materials and information as necessary to cooperate fully, and cause our auditors to cooperate fully, withCEMEX in connection with any of its public filings and press releases.

Competition

The Framework Agreement provides the guidelines under which we and CEMEX may compete geographicallyregarding the production, marketing, sale and distribution of our products, doing business with customers andalso investment opportunities. Pursuant to the Framework Agreement:

• CEMEX has agreed not to compete with us in the Philippines while the Framework Agreement is in full forceand effect; and

• we and CEMEX are permitted to compete with each other anywhere else in the world; provided, however, thatin any country where competition between CEMEX and us is not prohibited under the Framework Agreement,CEMEX has a first priority right over any investment opportunity and we shall refrain from taking advantageof any such investment opportunity in any such country without the prior consent of CEMEX and the PrincipalShareholder.

Corporate Opportunities

In general, these provisions recognize that we and CEMEX may engage in the same or similar business activitiesand lines of business, have an interest in the same areas of corporate opportunities and that we and CEMEX willcontinue to have contractual and business relations with each other, including the service of directors and/orofficers of CEMEX as directors of the Company.

The Framework Agreement provides that, to the extent permitted by applicable law, while we are a subsidiary ofCEMEX, CEMEX will have the right to, and no duty or obligation to refrain from:

• engaging in the same or similar business activities or lines of business as us, except with respect to thePhilippines as described above;

• preventing us from utilizing capacity under CEMEX’s debt instruments or agreements that regulate the abilityof CEMEX and its restricted subsidiaries (including us) from taking certain actions, including debt incurrence,asset sales and acquisitions (see “Risk Factors—Risks Related to Our Relationship with CEMEX—TheFramework Agreement and other agreements with CEMEX limit our ability to engage in many transactionswithout the consent of CEMEX or take any other actions that could reasonably result in CEMEX being inbreach of or in default under the Credit Agreement, the indentures governing its notes and debentures, or anyother contract or agreement binding on CEMEX” on page 43 of this Prospectus);

• asserting or enforcing its rights under any agreement or contract with us or with any of our subsidiaries;

• enter into any transaction related to the production, distribution, marketing and sale of cement or cementproducts in the Philippines, with the restrictions established in the Framework Agreement; or

• employing or otherwise engaging any of our officers or employees, except as provided under “—Non-Solicitation of Employees” below.

Non-Solicitation of Employees

Pursuant to the Framework Agreement, we have agreed with CEMEX and the Principal Shareholder that for aperiod of two years following the closing of the Offer, neither of CEMEX or us will solicit or hire foremployment each other’s senior managers without the consent of the other party, such consent not to beunreasonably granted or withheld or except in certain limited circumstances.

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Our Policies and Procedures

In the Framework Agreement, we agreed to continue to follow CEMEX’s internal policies and procedures,including compliance-related policies and procedures, while we are a subsidiary of CEMEX.

Litigation

The Framework Agreement provides for cooperation between us and CEMEX in connection with litigation,claims and proceedings that involve both us and CEMEX.

Dispute Resolution

The Framework Agreement contains provisions that govern the resolution of disputes, controversies or claimsthat may arise between CEMEX, the Principal Shareholder and us. The Framework Agreement provides that theparties will attempt to negotiate a resolution of disputes arising in connection with the Framework Agreementwithout resorting to arbitration. If these efforts are not successful, the dispute will be submitted to bindingarbitration in accordance with the terms of the Framework Agreement, which provides for the selection of athree-arbitrator panel and the conduct of the arbitration hearing, including limitations on the discovery rights ofthe parties under Philippine law.

Further Actions and Assurances

The Framework Agreement provides that CEMEX, the Principal Shareholder and us will use commerciallyreasonable efforts to effect the Offer and the Reorganization. We have also agreed with CEMEX and thePrincipal Shareholder to take such further action as may be necessary with respect to other agreements in orderfor such agreements to be consistent with, and to provide for, the implementation of the Offer and theReorganization.

Reimbursement Agreements

Pursuant to the Framework Agreement, we will pay all costs and expenses incurred in connection with the Offerand the related transactions.

Hedging Agreements

Since the proceeds from the Offer are denominated in Philippine pesos and will be used to pay dollar-denominated debt, there will be a foreign exchange exposure to a depreciation of the Philippine peso. For thisreason, we may enter into several currency hedging agreements with CEMEX in connection with the proceedsfrom the Offer.

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PRINCIPAL SHAREHOLDERS

The following table sets forth our shareholders of record as of the date of this Prospectus:

Name of Shareholder

Number ofcommon sharesheld prior to the

Offer

Percentageof common

sharesoutstandingprior to the

Offer

Number ofcommon Shares

held after theOffer(1)

Percentageof common

sharesoutstanding

after theOffer(1)

CEMEX Asian South East Corporation . . . . . . . . . . . . 2,857,467,493 99.99% 2,857,467,493 55.0%

(1) Assumes an Offer of 2,337,927,954 Offer Shares, including the exercise of the Stabilization Related Option in full.

Under the PSE Consolidated Listing and Disclosure Rules, our existing shareholder who owns an equivalent of atleast 10% of our issued and outstanding Shares as of the Listing Date cannot sell, assign or in any mannerdispose of their Shares for a minimum period of 180 days after the listing of the Offer Shares. A total of2,857,467,493 Shares, held by the Principal Shareholder (assuming no utilization of the Undertaking toPurchase), will be subject to such lock-up period and in order to faithfully observe such requirement, thePrincipal Shareholder has agreed not to dispose its shares totaling 2,857,467,493 Shares for a period of 365 daysafter the Listing Date. In addition, all Shares issued or transferred within 180 days prior to the commencement ofthe Offer at an issue price less than the price per Offer Share shall be subject to a lock-up period of at least365 days from the dale that full payment is made on such Shares. A total of 2,819,867,500 Shares, held byCEMEX Asian South East Corporation and two (2) Shares held by the independent directors of the Company,will be subject to such 365 day lock-up. See “—Security Ownership of Record and Beneficial Owners” below.

Security Ownership of Record and Beneficial Owners

The following table sets forth security ownership of certain record and beneficial owners of more than 5% of ourvoting securities as of the date of this Prospectus:

Title of classof securities Name of record owner Citizenship No. of shares held

% ofownership tototal common

shares

% ofownership to

totaloutstanding

shares

Common . . . . CEMEX Asian SouthEast Corporation

Philippine incorporatedcompany, which iswholly-owned by aNetherlands company

2,857,467,498 99.9% 99.9%

Upon completion of the Offer, our existing shareholder will indirectly hold approximately 55.0% of our Shares(assuming the exercise of the Stabilization Related Option in full).

Security Ownership of Management

Pursuant to our Employee Restricted Stock Plan, our management will continue to receive incentive awards inthe form of CEMEX, S.A.B. de C.V. shares until December 31, 2016, and thereafter our management will beginto receive our shares as incentive awards. Accordingly, as of the date of this Prospectus, our management doesnot own any of our outstanding shares.

Voting Trust Holders of 5% or More

There is no voting trust arrangement executed among the holders of five percent (5%) or more of the issued andoutstanding shares of our common stock.

Changes in Control

There has been no change of control in our beneficial ownership since our incorporation.

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Recent Issuances of Securities Constituting Exempt Transactions

On March 7, 2016, our Principal Shareholder subscribed to an additional 2,819,867,500 common shares at theaggregate subscription price of P2,819,867,500, thereby increasing its shareholdings in the Company to2,857,467,493 common shares. No commission or other remuneration was paid or given directly or indirectly inconnection with such subscription. Other than as described herein, there have been no sales of unregistered orexempt securities, or any issuances of securities constituting an exempt transaction.

The sale of capital stock of a corporation to its own stockholders exclusively, where no commission or otherremuneration is paid or given directly or indirectly in connection with the sale of such capital stock is atransaction exempt from registration under Section 10.1(e) of the SRC, and no notice or confirmation ofexemption is required to be filed for such transaction.

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DESCRIPTION OF SHARE CAPITAL

Share Capital Information

The Shares to be offered shall be our common shares.

Prior to the amendment of our articles of incorporation on May 20, 2016, our authorized capital stock wasP150,400.000.00 divided into 1,504,000 Shares with a par value of P100.00 per share and the outstanding sharecapital, which are subscribed and fully paid, consisted of P37,600,000.00 divided into 376,000 Shares. OnMarch 7, 2016, our Board and shareholders approved an amendment to our articles of incorporation to increaseour authorized capital stock from P150,400,000.00 divided into 1,504,000 Shares with par value of P100.00 perShare to P5,195,395,454.00 divided into 5,195,395,454 Shares with par value of P1.00 per Share. The PhilippineSEC approved the foregoing amendment to the articles of incorporation on May 20, 2016. Accordingly, we nowhave an authorized capital stock of P5,195,395,454.00 divided into 5,195,395,454 Shares with par value P1.00per share, of which 2,857,467,500 Shares are issued and fully paid-up.

Objects and Purposes

Pursuant to our articles of incorporation, our primary purpose is to invest in, purchase, or otherwise acquire andown, hold, use, sell, assign, transfer, mortgage, real or personal property of every kind and description (exceptland), including shares of stock, bonds, debentures, notes, evidence of indebtedness, and other securities orobligations of any corporation or corporations, association or associations, domestic or foreign, and to paytherefor in money or by exchanging therefor stocks, bonds or other evidences of indebtedness or our securities orsecurities of any other corporation, and while the owner or holder of any such real or personal property, stocks,bonds, debentures, contracts, or obligations, to receive, collect, and dispose of the interest, dividends, and incomearising from such property; and to possess and exercise in respect thereof all the rights, powers, and privileges ofownership, including all voting powers of any stock so owned, and to assume or undertake or guarantee or secureloans; and to guarantee or provide a mortgage, pledge, or other security over all or part of our assets or providefinancial support or accommodation to secure the whole or any part of our indebtedness and obligations of any ofour subsidiaries and/or affiliates, provided that we shall not engage either in the stock brokerage business or inthe dealership of securities, of a financing company or lending investor, and in the business of an open-endinvestment company as a defined in RA 2629.

Under Philippine law, a corporation may invest its funds in any other corporation or business or for any purposeother than the purpose for which it was organized when approved by a majority of the board of directors andratified by the shareholders representing at least two-thirds of the outstanding capital stock, at a shareholders’meeting duly called for the purpose; provided, however, that where the investment by the corporation isreasonably necessary to accomplish its purposes, the approval of the shareholders shall not be necessary.

Share Capital

A Philippine corporation may issue common or preferred shares, or such other classes of shares with such rights,privileges or restrictions as may be provided for in the articles of incorporation and the by-laws of thecorporation. Subject to the approval by the Philippine SEC, it may increase or decrease its authorized capitalstock by amending its articles of incorporation, provided that the change is approved by a majority of the boardof directors and by shareholders representing at least two-thirds of the outstanding capital stock of thecorporation voting at a shareholders’ meeting duly called for the purpose.

The shares of stock of a corporation may either be with or without par value. All of our Shares currently issued orauthorized to be issued are common shares and have a par value of P1.00 per share. If par value shares are issuedat a price above par, whether for cash or otherwise, the amount by which the subscription price exceeds the parvalue is credited to an account designated as paid-in surplus.

Subject to approval by the Philippine SEC, a corporation may increase or decrease its authorized capital stocks,provided that the change is approved by a majority of the board of directors of such corporation and shareholdersrepresenting at least two-thirds of the issued and outstanding capital shares of the corporation voting at ashareholders’ meeting duly called for the purpose.

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A corporation is empowered to acquire its own shares for a legitimate corporate purpose, provided that thecorporation has unrestricted retained earnings or surplus profits sufficient to pay for the shares to be acquired.Examples of instances in which the corporation is allowed to purchase its own shares are: when the eliminationof fractional shares arising out of stock dividends is necessary or desirable, the purchase of shares of dissentingshareholders exercising their appraisal right (as discussed below) and the collection or compromise of anindebtedness arising out of an unpaid subscription. When a corporation repurchases its own shares, the sharesbecome treasury shares, which may be resold at a price fixed by the board of directors of such corporation.

The Board is authorized to issue shares from treasury from time to time. Treasury shares may be issued to anyperson, corporation or association, whether or not a shareholder of the corporation, including its officers oremployees for such consideration in money as the board of directors may determine.

Rights Relating to our Shares

Voting rights

Our Shares, other than those held in treasury, have full voting rights. Members of our Board are elected by ourshareholders at our annual shareholders’ meeting. Cumulative voting is allowed whereby a shareholder maycumulate his votes by giving one candidate as many votes as the number of directors to be elected multiplied bythe number of his Shares.

The Philippine Corporation Code provides that voting rights cannot be exercised with respect to shares declareddelinquent, treasury shares, or if the shareholder has elected to exercise his right of appraisal referred to below.

Dividend rights

The Shares have full dividend rights. Dividends on our Shares, if any, are paid in accordance with Philippine law.Dividends are payable to all shareholders on the basis of outstanding Shares held by them, each Share beingentitled to the same unit of dividend as any other Share. Dividends are payable to Shareholders whose name arerecorded in the stock and transfer book as of the record date fixed by our Board. The PSE has an establishedmechanism for distribution of dividends to beneficial owners of Shares which are traded through the PSE whichare lodged with the PCD Nominee as required for scripless trading.

Under Philippine law, a corporation can only declare dividends to the extent that it has unrestricted retainedearnings that represent the undistributed earnings of the corporation which have not been allocated for anymanagerial, contractual or legal purposes and which are free for distribution to the shareholders as dividends. Acorporation may pay dividends in cash, by the distribution of property or by the issuance of shares. Stockdividends may only be declared and paid with the approval of shareholders representing at least two-thirds of theoutstanding capital stock of the corporation voting at a shareholders’ meeting duly called for the purpose.

The Philippine Corporation Code generally requires a Philippine corporation with retained earnings in excess of100% of its paid-in capital to declare and distribute as dividends the amount of such surplus. Notwithstandingthis general requirement, a Philippine corporation may retain all or any portion of such surplus in the followingcases: (i) when justified by definite expansion plans approved by the board of directors of the corporation;(ii) when the required consent of any financing institution or creditor to such distribution has not been secured;(iii) when retention is necessary under special circumstances, such as when there is a need for special reserves forprobable contingencies; or (iv) when the non-distribution of dividends is consistent with the policy orrequirement of a government office.

Philippine corporations whose securities are listed on any stock exchange are required to maintain and distributean equitable balance of cash and stock dividends, consistent with the needs of shareholders and the demands forgrowth or expansion of the business.

As of the date of this Prospectus, we have not made cash dividends since our incorporation in the Philippines inSeptember 2015.

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Pre-Emptive Rights

The Philippine Corporation Code confers pre-emptive rights on shareholders of a Philippine corporation entitlingsuch shareholders to subscribe for all issues or other dispositions of equity related securities by the corporation inproportion to their respective shareholdings, regardless of whether the equity related securities proposed to beissued or otherwise disposed of are identical to the shares held. A Philippine corporation may provide for thedenial of these pre-emptive rights in its articles of incorporation. Likewise, shareholders who are entitled to suchpre-emptive rights may waive the same through a written instrument to that effect. Our articles of incorporationeliminate the pre-emptive rights of our shareholders to subscribe to any or all dispositions of any class of shares.

Derivative Rights

Philippine law recognizes the right of a shareholder to institute proceedings on behalf of the corporation in aderivative action in circumstances where the corporation itself is unable or unwilling to institute the necessaryproceedings to redress wrongs committed against the corporation or to vindicate corporate rights as, for example,where the directors themselves are the malefactors.

Appraisal Rights

The Philippine Corporation Code grants a shareholder a right of appraisal in certain circumstances where he hasdissented and voted against a proposed corporate action, including:

• an amendment of the articles of incorporation which has the effect of adversely affecting the rights attached tohis shares or of authorizing preferences in any respect superior to those of outstanding shares of any class or ofextending or shortening the term of corporate existence;

• the sale, lease, exchange, transfer, mortgage, pledge or other disposal of all or substantially all the assets of thecorporation;

• a merger or consolidation; and

• investment by the corporation of funds in any other corporation or business or for any purpose other than theprimary purpose for which it was organized.

In any of these circumstances, the dissenting shareholder may demand in writing within 30 days after the date onwhich the vote was taken that the corporation purchase its shares at a fair value. If there is no agreement on whatis the fair value, it shall be determined by three disinterested persons, one of whom shall be named by theshareholder, one by the corporation, and the third by the two thus chosen. Regional Trial Courts will, in the eventof a dispute, determine any question about whether a dissenting shareholder is entitled to this right of appraisal.The appraisal rights will only be available if the corporation has unrestricted retained earnings sufficient for thepurchase of the shares of the dissenting shareholders. From the time the shareholder makes a written demand forpayment until the corporation purchases such shares, all rights accruing on the shares, including voting anddividend rights, shall be suspended, except the right of the shareholder to receive the fair value of the share.

Right of Inspection

A shareholder has the right to inspect the records of all business transactions of the corporation and the minutesof any meeting of the board of directors and shareholders at reasonable hours on business days, and he maydemand for a copy of excerpts from said records or minutes at his expense. However, the corporation may refusesuch inspection if the shareholder demanding to examine or copy the corporation’s records has improperly usedany information secured through any prior examination, or was not acting in good faith or for a legitimatepurpose in making his demand.

Right to Financial Statements

A shareholder has a right to be furnished with the most recent financial statement of a Philippine corporation,which shall include a statement of financial position as of the end of the last taxable year and a profit or loss

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statement for said taxable year, showing in reasonable detail its assets and liabilities and the result of itsoperations. At the meeting of shareholders, the board of directors is required to present to the shareholders afinancial report of the operations of the corporation for the preceding year, which shall include financialstatements, duly signed and certificate by an independent certified public accountant.

Board of Directors

Unless otherwise provided by law or our articles of incorporation, our corporate powers are exercised, ourbusiness conducted, and our property are controlled through our Board. We currently have seven directors, twoof which are independent directors within the meaning set forth in Section 38 of the SRC. Our Board are electedduring each regular meeting of shareholders at which shareholders representing at least a majority of theoutstanding capital stock are present, either in person or by proxy. Under Philippine law, representation offoreign ownership on the Board is limited to the proportion of the foreign shareholding.

Directors may only act collectively; individual directors have no power to act as such. Four directors, which is amajority of our Board, constitute a quorum for the transaction of corporate business. Except for certain corporateactions such as the election of officers, which shall require the vote of a majority of all the members of theBoard, every decision of a majority of the quorum duly assembled as a board is valid as a corporate act.

Any vacancy other than by removal by the shareholders or by expiration of term may be filled by the vote of atleast a majority of the remaining directors, if the number of directors still constitutes a quorum. Otherwise, thevacancy must be filled by the shareholders at a regular or at a special meeting of shareholders called for thepurpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his or herpredecessor in office.

The vacancy resulting from the removal of a director by the shareholders in the manner provided by law may befilled by election at the same meeting of shareholders without further notice, or at any regular or at any specialmeeting of shareholders called for that purpose, after giving notice as prescribed by the by-laws. Anydirectorship to be filled by reason of an increase in the number of directors shall be filled only by an election at aregular or special meeting of shareholders duly called for that purpose, or in the same meeting authorizing theincrease of directors if so stated in the notice of the meeting.

Shareholders’ Meetings

Annual or Regular Shareholders’ Meetings

The Philippine Corporation Code requires all Philippine corporations to hold an annual meeting of shareholdersfor the election of directors and for other corporate purposes. Our by-laws provide for annual meetings on thefifteenth day of May of each year at our principal office or at some other place in Makati City as may bedesignated by our Board and stated in the notice. If the date of the annual meeting falls on a legal holiday, theannual meeting shall be held on the following business day.

Special Shareholders’ Meetings

Special meetings of our shareholders may be called by: (i) our Board, at its own instance, (ii) upon writtenrequest of shareholders representing a majority of the outstanding capital stock, or (iii) our President.

Notice of Shareholders’ Meetings

Our by-laws provide for written notice of annual meetings of shareholders, stating the date, place and time of themeeting, to be transmitted by personal delivery or mail to each shareholder of record entitled to vote thereat atsuch shareholder’s address last known in the stock registry, at least five days before the date of the meeting.

When the meeting of the shareholders is adjourned to another time or place, it shall not be necessary to give anynotice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at themeeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted thatmight have been transacted at the original date of the meeting.

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Notwithstanding such notice requirements under our by-laws, we are required under the SRC to send to ourshareholders of record at least 15 business days prior to the date of the annual or special meeting, an informationstatement and proxy form (in case of proxy solicitation) relating to such shareholders’ meeting.

Quorum

Except in instances where the assent of shareholders representing two-thirds of the outstanding capital stock isrequired by the Philippine Corporation Code to approve a corporate act (usually involving fundamental corporatechanges) or unless otherwise provided by an existing shareholders’ agreement or by law, shareholders owningmajority of our subscribed and outstanding capital, present in person or represented by proxy, shall be sufficientat a shareholders’ meeting to constitute a quorum for the election of directors and for the transaction of anybusiness. In the absence of a quorum, the meeting shall be adjourned until the required number is present.

Voting

At each meeting of the shareholders, every shareholder who has voting power upon the matter in question shallbe entitled to vote in person or by proxy, one vote for each share of stock held by such shareholder. Unlessotherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to thecorporate secretary.

Record Dates

Our by-laws provide that for purposes of determining the shareholders entitled to notice of, or to vote or be votedfor at any meeting of shareholders, or entitled to receive payment of any dividends or other distribution orallotment of any rights, or for the purpose of any other lawful action, or for making any other properdetermination of shareholders, our Board may provide that the stock and transfer books be closed for ten workingdays immediately preceding such meeting.

Our Board may also fix in advance a date as the record date for any such determination of shareholders.Notwithstanding the provisions of our by-laws on the setting of the record dates, the Philippine SEC may, fromtime to time, promulgate rules for listed companies such as relating to the fixing of such record dates. Underexisting Philippine SEC and PSE rules, the record date for cash dividends shall not be less than 10 nor more than18 trading days from the date of the disclosure of such declaration of cash dividends. With respect to stockdividends, the record date shall not be less than 10 nor more than 30 days from the date of shareholder approval.Provided however, that the record date set for dividends shall not be less than 10 trading days from receipt by thePSE of the notice of declaration of such dividend. In the event that a stock dividend is declared in connectionwith an increase in authorized capital stock, the corresponding record date shall be fixed by the Philippine SEC.

Proxies

Shareholders may vote at all meetings the number of shares registered in their respective names, either in personor by proxy duly given in writing and duly presented to and received by the corporate secretary for inspectionand recording not later than ten days before the time set for the meeting. Proxies shall be valid and effective onlyfor the meeting that it was issued for, unless the proxy provides for a longer period, not exceeding five years. Theproxy is cancelled for any meeting wherein the shareholder appears in person.

No member of the PSE and no broker/dealer shall give any proxy, consent or authorization, in respect of anysecurities carried for the account of a customer to a person other than the customer, without the express writtenauthorization of such customer. The proxy executed by the broker shall be accompanied by a certification underoath stating that before the proxy was given to the broker, he had duly obtained the written consent of the personsin whose account the shares are held. There shall be a presumption of regularity in the execution of proxies andshall be accepted if they have the appearance of prima facie authenticity in the absence of a timely and validchallenge.

Proxies should comply with the relevant provisions of the Philippine Corporation Code, the SRC and thePhilippine SEC Memorandum Circular No. 5 (1996 series) issued by the Philippine SEC.

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Transfer of Shares and Share Register

All transfers of Shares on the PSE shall be effected by means of a book-entry system. Under the book-entrysystem of trading and settlement, a registered shareholder shall transfer legal title over our Shares to suchnominee, but retains beneficial ownership over our Shares. The transfer of legal title is done by surrendering thestock certificate representing our Shares to participants of the PDTC System (i.e., brokers and custodian banks)that, in turn, lodges the same with the PCD Nominee Corporation. A shareholder may request upliftment of ourShares from the PDTC in which case a certificate of stock will be issued to the shareholder and our Sharesregistered in the shareholder’s name in our books. See “The Philippine Stock Market” on page 183 of thisProspectus.

Philippine law does not require transfers of our Shares to be effected on the PSE, but any off-exchange transferswill subject the transferor to a capital gains tax and documentary stamp tax that may be significantly greater thanthe stock transfer tax applicable to transfers effected on an exchange, if the disposal price is higher than theacquisition cost of our Shares. See “Philippine Taxation” on page 190 of this Prospectus. Off exchange transferswill also require the filing of a capital gains tax return and obtaining a Certificate Authorizing Registration fromthe BIR of the Philippines. All transfers of Shares on the PSE must be effected through a licensed stock broker inthe Philippines.

Share Certificates

Certificates representing our Shares will be issued in such denominations as shareholders may request, exceptthat certificates will not be issued for fractional shares. Shareholders wishing to split their certificates may do soupon application to our Stock Transfer Agent. Shares may also be lodged and maintained under the book-entrysystem of the PDTC. See “The Philippine Stock Market” on page 183 of this Prospectus.

Mandatory Tender Offer

In general, under the SRC, any person or group of persons acting in concert and intending to acquire at least(i) 35% of any class of any equity security of a public or listed corporation in a single transaction; or (ii) 35% ofsuch equity over a period of 12 months; or (ii) even if less than 35% of such equity, if such acquisition wouldresult in ownership by the acquiring party of over 51% of the total outstanding equity, is required to make atender offer to all the shareholders of the target corporation on the same terms. Generally, in the event that thesecurities tendered pursuant to such an offer exceed that which the acquiring person or group of persons iswilling to take up, the securities shall be purchased from each tendering shareholder on a pro rata basis,disregarding fractions, according to the number of securities tendered by each security holder. Where amandatory tender offer is required, the acquirer is compelled to offer the highest price paid by him for suchshares during the past six months. Where the offer involves payment by transfer or allotment of securities, suchsecurities must be valued on an equitable basis. However, if any acquisition of even less than 35% would resultin ownership of over 51% of the total outstanding equity, the acquirer shall be required to make a tender offer forall the outstanding equity securities to all remaining shareholders of the said corporation at a price supported by afairness opinion provided by an independent financial adviser or equivalent third party. The acquirer in such atender offer shall be required to accept any and all securities thus tendered.

No mandatory tender offer is required in: (i) purchases of shares from unissued capital stock unless it will resultto a 50.0% or more ownership of shares by the purchaser; (ii) purchases from an increase in the authorizedcapital stock of the target company; (iii) purchases in connection with a foreclosure proceedings involving apledge or security where the acquisition is made by the debtor or creditor; (iv) purchases in connection withprivatization undertaken by the Government; (v) purchases in connection with corporate rehabilitation undercourt supervision; (vi) purchases through an open market at the prevailing market price; or (vii) purchasesresulting from a merger or consolidation.

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Fundamental Matters

The Philippine Corporation Code provides that certain significant acts may only be implemented withshareholders’ approval. The following require the approval of shareholders representing at least two-thirds of theissued and outstanding capital stock (including non-voting preferred shares) of the corporation in a meeting dulycalled for the purpose:

• amendment of the articles of incorporation;

• sale, lease, exchange, mortgage, pledge or other disposition of all or a substantially all of the corporateproperty;

• incurring, creating or increasing bonded indebtedness;

• increase or decrease of capital stock;

• merger or consolidation;

• investment of corporate funds in any other corporation or business or for any purpose other than the purposefor which the corporation was organized;

• dissolution; and

• extension or shortening of corporate term.

The approval of shareholders holding a majority of the outstanding capital stock of a Philippine corporation,including non-voting preferred shares, is required for the adoption or amendment of the by-laws of suchcorporation.

In addition to the foregoing, the following significant matters require the approval of at least two-thirds of votingshareholders:

• removal of directors;

• declaration or issuance of stock dividends;

• delegation to the board of directors of the power to amend or repeal by-laws or adopt new by-laws;

• management contracts with related parties; and

• ratification of contracts between the corporation and a directors or officer.

Accounting and Auditing Requirements

Philippine stock corporations are required to file copies of their annual financial statements with the PhilippineSEC. In addition, public corporations are also required to file quarterly financial statements (for the first threequarters) with the Philippine SEC. Those corporations whose shares are listed on the PSE are additionallyrequired to file their quarterly and annual financial statements with the PSE. Shareholders are entitled to requestcopies of the most recent financial statements of the corporation which include a statement of financial positionas of the end of the most recent taxable year and a profit and loss statement for that year. Shareholders are alsoentitled to inspect and examine the books and records that the corporation is required by law to maintain.

The Board is required to present to shareholders at every annual meeting a financial report of our operations forthe preceding year. This report is required to include audited financial statements.

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THE PHILIPPINE STOCK MARKET

The information presented in this section has been extracted from publicly available documents which have notbeen prepared or independently verified by us, the Joint Bookrunners and Joint Bookrunners, the Domestic LeadUnderwriter or any of their respective subsidiaries, affiliates or advisors in connection with sale of the OfferShares.

Brief History

The Philippines initially had two stock exchanges, the Manila Stock Exchange, which was organized in 1927,and the Makati Stock Exchange, which began operations in 1963. Each exchange was self-regulating, governedby its respective board of governors elected annually by its members.

Several steps initiated by the Government have resulted in the unification of the two bourses into the PSE. ThePSE was incorporated in 1992 by officers of both the Makati and the Manila Stock Exchanges. In March 1994,the licenses of the two exchanges were revoked. While the PSE maintains two trading floors, one in Makati Cityand the other in Pasig City, these floors are linked by an automated trading system which integrates all bid andask quotations from the bourses.

In June 1998, the Philippine SEC granted the PSE “Self-Regulatory Organization” status, allowing it to imposerules as well as implement penalties on erring trading participants and listed companies. On August 8, 2001, PSEcompleted its demutualization, converting from a non-stock member-governed institution into a stockcorporation in compliance with the requirements of the SRC. The PSE has an authorized capital stock of 120.0million, of which approximately 61.2 million was subscribed and fully paid-up as of June 30, 2015. Each of the184 member-brokers was granted 50,000 shares of the new PSE at a par value of P1.00 per share. In addition, atrading right evidenced by a “Trading Participant Certificate” was immediately conferred on each member brokerallowing the use of the PSE’s trading facilities. As a result of the demutualization, the composition of the PSEBoard of Governors was changed, requiring the inclusion of seven brokers and eight non-brokers, one of whom isthe president. On December 15, 2003, the PSE listed its shares by way of introduction at its own bourse as part ofa series of reforms aimed at strengthening the Philippine securities industry.

Classified into financial, industrial, holding firms, property, services, and mining and oil sectors, companies arelisted either on the PSE’s Main Board or the Small, Medium and Emerging Board. Recently, the PSE issuedRules on Exchange Traded Funds (“ETF”) which provides for the listing of ETFs on an ETF Board separate fromthe PSE’s existing boards. Previously, PSE allowed listing on the First Board, Second Board or the Small andMedium Enterprises Board. With the issuance by the PSE of Memorandum No. CN-No. 2013-0023 dated June 6,2013, revisions to the PSE Listing Rules were made, among which changes are the removal of the Second Boardlisting and the requirement that lock-up rules be embodied in the articles of incorporation of the issuer. Eachindex represents the numerical average of the prices of component stocks. The PSE has an index, referred to asthe PHISIX, which as at the date thereof reflects the price movements of selected stocks listed on the PSE, basedon traded prices of stocks from the various sectors. The PSE shifted from full market capitalization to free floatmarket capitalization effective April 3, 2006 simultaneous with the migration to the free float index and therenaming of the PHISIX to PSEi. The PSEi includes 30 selected stocks listed on the PSE. In July 2010, the PSE’snew trading system, now known as PSE Trade, was launched.

With the increasing calls for good corporate governance, PSE has adopted an online daily disclosure system toimprove the transparency of listed companies and to protect the investing public.

The PSE launched its Corporate Governance Guidebook in November 2010 as another initiative of the PSE topromote good governance among listed companies. It is composed of 10 guidelines embodying principles ofgood business practice and based on internationally recognized corporate governance codes and best practices.

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The table below sets forth movements in the composite index from 2005 to as of March 31, 2016, and shows thenumber of listed companies, market capitalization, and value of shares traded for the same period:

Selected Stock Exchange Data

Calendar year

Compositeindex atclosing

Number oflisted

companies

Aggregatemarket

capitalization

Combinedvalue ofturnover

(in Q billions)

2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,096.0 237 5,948.4 383.52006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,982.5 239 7,173.2 572.62007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,621.6 244 7,977.6 1,338.32008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,872.9 246 4,069.2 763.92009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,052.7 248 6,029.1 994.22010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,201.1 253 8,866.1 1,207.42011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,372.0 245 8,697.0 1,422.62012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,812.7 254 10,952.7 1,771.72013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,889.8 257 11,931.3 2,546.22014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,230.6 263 14,251.7 2,130.12015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,098.8 263 13,650.0 1,510.0As of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,262.30 264 13,947.0 407.1

Source: PSE. Data in the table above for the years 2005 to 2015 is as of the last trading day of each year, and the data for the period endedMarch 31, 2016 is as of the last trading day of such period.

Trading

The PSE is a double auction market. Buyers and sellers are each represented by stock brokers. To trade, bids orask prices are posted on the PSE’s electronic trading system. A buy (or sell) order that matches the lowest asked(or highest bid) price is automatically executed. Buy and sell orders received by one broker at the same price arecrossed at the PSE at the indicated price. Transactions are generally invoiced through a confirmation slip sent tocustomers on the trade date (or the following trading day). Payment of purchases of listed securities must bemade by the buyer on or before the third trading day after the trade.

Equities trading on the PSE starts at 9:30 am and ends at 12:00 pm for the morning session, and resumes at1:30 pm and ends at 3:30 pm for the afternoon session, with a ten-minute extension during which transactionsmay be conducted, provided that they are executed at the last traded price and are only for the purpose ofcompleting unfinished orders. Trading days are Monday to Friday, except legal and special holidays.

Minimum trading lots range from 5 to 1,000,000 shares depending on the price range and nature of the securitytraded. The minimum trading lot for our Shares is 100 shares. Odd-sized lots are traded by brokers on a boardspecifically designed for odd-lot trading.

To maintain stability in the stock market, daily price swings are monitored and regulated. Under current PSEregulations, when the price of a listed security moves up by 50% or down by 50% in one day (based on theprevious closing price or last posted bid price, whichever is higher), the price of that security is automaticallyfrozen by the PSE, unless there is an official statement from the company or a government agency justifying suchprice fluctuation, in which case the affected security can still be traded but only at the frozen price. If the issuerfails to submit such explanation, a trading halt is imposed by the PSE on the listed security the following day.Resumption of trading shall be allowed only when the disclosure of the company is disseminated, subject againto the trading ban.

Non-Resident Transactions

When the purchase/sale of Philippine shares involves a non-resident, whether the transaction is effected in thedomestic or foreign market, it will be the responsibility of the securities dealer/broker to register the transactionwith the BSP. The local securities dealer/broker shall file with the BSP within three business days from the

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transaction date, an application in the prescribed registration form. After compliance with other requiredundertakings, the BSP shall issue a certificate of registration. Under BSP rules, all registered foreign investmentsin Philippine securities including profits and dividends, net of taxes and charges, may be repatriated.

Settlement

The Securities Clearing Corporation of the Philippines (“SCCP”) is a wholly owned subsidiary of the PSE andwas organized primarily as a clearance and settlement agency for SCCP-eligible trades executed through thefacilities of the PSE. SCCP received its permanent license to operate on January 17, 2002. It is responsible for:(i) synchronizing the settlement of funds and the transfer of securities through delivery versus payment, as wellas clearing and settlement of transactions of clearing members, who are also PSE Trading Participants;(ii) guaranteeing the settlement of trades in the event of a PSE Trading Participant’s default through theimplementation of its “Fails Management System” and administration of the Clearing and Trade Guaranty Fund;and (iii) performance of risk management and monitoring to ensure final and irrevocable settlements of trades.

SCCP settles PSE trades on a three-day rolling settlement environment, which means that settlement of tradestakes place three trading days after transaction date (“T+3”). The deadline for settlement of trades is 12:00 noonof T+3. Securities sold should be in scripless form and lodged under the book-entry system of the PDTC. EachPSE broker maintains a Cash Settlement Account with one of the seven existing Settlement Banks of SCCP,which are BDO, Rizal Commercial Banking Corporation, Metropolitan Bank and Trust Company, DeutscheBank, The Hongkong and Shanghai Banking Corporation Limited, Unionbank of the Philippines and MaybankPhilippines, Inc. Payment for securities bought should be in good, cleared funds and should be final andirrevocable. Settlement is presently on a broker level.

SCCP implemented its Central Clearing and Central Settlement system (“CCCS”) on May 29, 2006. CCCSemploys multilateral netting, whereby the system automatically offsets “buy” and “sell” transactions on a perissue and a per flag basis to arrive at a net receipt or a net delivery security position for each clearing member.All cash debits and credits are also netted into a single net cash position for each clearing member. Novation ofthe original PSE trade contracts occurs, and SCCP stands between the original trading parties and becomes theCentral Counterparty to each PSE-eligible trade cleared through it.

Scripless Trading

In 1995, the Philippine Depository & Trust Corporation (formerly the Philippine Central Depository, Inc.), wasorganized to establish a central depository in the Philippines and introduce scripless or book-entry trading in thePhilippines. On December 16, 1996, the PDTC was granted a provisional license by the Philippine SEC to act asa central securities depository.

All listed securities at the PSE have been converted into book-entry settlement in the PDTC. The depositoryservice of the PDTC provides the infrastructure for lodgment (deposit) and upliftment (withdrawal) of securities,pledge of securities, securities lending and borrowing and corporate actions including shareholders’ meetings,dividend declarations and rights offerings. The PDTC also provides depository and settlement services for non-PSE trades of listed equity securities. For transactions on the PSE, the security element of the trade will be settledthrough the book-entry system, while the cash element will be settled through the current settlement banks, BDO,Rizal Commercial Banking Corporation, Metropolitan Bank and Trust Company, Deutsche Bank, HSBCPhilippines, Unionbank of the Philippines and Maybank Philippines, Inc.

In order to benefit from the book-entry system, securities must be immobilized into the PDTC system through aprocess called lodgment. Lodgment is the process by which shareholders transfer legal title (but not beneficialtitle) over their shares of stock in favor of PCD Nominee, a corporation wholly owned by the PDTC whose solepurpose is to act as nominee and legal title holder of all shares of stock lodged into the PDTC. “Immobilization”is the process by which the warrant or share certificates of lodging holders are canceled by the transfer agent andthe corresponding transfer of beneficial ownership of the immobilized shares to PCD Nominee will be recordedin the Issuer’s registry. This trust arrangement between the participants and PDTC through PCD Nominee isestablished by and explained in the PDTC Rules and Operating Procedures approved by the Philippine SEC. No

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consideration is paid for the transfer of legal title to PCD Nominee. Once lodged, transfers of beneficial title ofthe securities are accomplished by way of book-entry settlement.

Under the current PDTC system, only participants (e.g. brokers and custodians) will be recognized by the PDTCas the beneficial owners of the lodged equity securities. Thus, each beneficial owner of shares through hisparticipant, will be the beneficial owner to the extent of the number of shares held by such participant in therecords of the PCD Nominee. All lodgments, trades and uplifts on these shares will have to be coursed through aparticipant. Ownership and transfers of beneficial interests in the shares will be reflected, with respect to theparticipant’s aggregate holdings, in the PDTC system, and with respect to each beneficial owner’s holdings, inthe records of the participants. Beneficial owners are thus advised that in order to exercise their rights asbeneficial owners of the lodged shares, they must rely on their participant-brokers and/or participant-custodians.

Any beneficial owner of shares who wishes to trade his interests in the shares must course the trade through aparticipant. The participant can execute PSE trades and non-PSE trades of lodged equity securities through thePDTC system. All matched transactions in the PSE trading system will be fed through the SCCP, and into thePDTC system. Once it is determined on the settlement date (trading date plus three trading days) that there areadequate securities in the securities settlement account of the participant-seller and adequate cleared funds in thesettlement bank account of the participant-buyer, the PSE trades are automatically settled in the CCCS system, inaccordance with the SCCP and PDTC Rules and Operating Procedures. Once settled, the beneficial ownership ofthe securities is transferred from the participant-seller to the participant-buyer without the physical transfer ofstock certificates covering the traded securities.

If a shareholder wishes to withdraw his stockholdings from the PDTC System, the PDTC has a procedure ofupliftment under which PCD Nominee will transfer back to the shareholder the legal title to the shares lodged.The uplifting shareholder shall follow the Rules and Operating Procedures of the PDTC for the upliftment ofshares lodged under the name of PCD Nominee. The transfer agent shall prepare and send a RegistryConfirmation Advice to the PDTC covering the new number of shares lodged under PCD Nominee. Theexpenses for upliftment are for the account of the uplifting shareholder.

The difference between the depository and the registry would be on the recording of ownership of the shares inthe issuing corporations’ books. In the depository set-up, shares are simply immobilized, wherein customers’certificates are canceled and a confirmation advice is issued in the name of PCD Nominee to confirm newbalances of the shares lodged with the PDTC. Transfers among/between broker and/or custodian accounts, as thecase may be, will only be made within the book-entry system of PDTC. However, as far as the issuingcorporation is concerned, the underlying certificates are in the nominee’s name. In the registry set-up, settlementand recording of ownership of traded securities will already be directly made in the corresponding issuingcompany’s transfer agents’ books or system. Likewise, recording will already be at the beneficiary level (whetherit be a client or a registered custodian holding securities for its clients), thereby removing from the broker itscurrent “de facto” custodianship role.

Amended Rule on Lodgment of Securities

On June 24, 2009, the PSE apprised all listed companies and market participants through MemorandumNo. 2009-0320 that commencing on July 1, 2009, as a condition for the listing and trading of the securities of anapplicant company, the applicant company shall electronically lodge its registered securities with the PDTC orany other entity duly authorized by the Philippine SEC, without any jumbo or mother certificate in compliancewith the requirements of Section 43 of the SRC. In compliance with the foregoing requirement, actual listing andtrading of securities on the scheduled listing date shall take effect only after submission by the applicantcompany of the documentary requirements stated in the amended rules on Lodgment of Securities of the PSE.

Further, the PSE apprised all listed companies and market participants on May 21, 2010 through MemorandumNo. 2010-0246 that the Amended Rule on Lodgment of Securities under Section 16 of Article III, Part A of theRevised Listing Rules of the PSE shall apply to all securities that are lodged with the PDTC or any other entityduly authorized by the Philippine SEC.

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For listing applications, the amended rule on lodgment of securities is applicable to:

a. the offer shares/securities of the applicant company in the case of an initial public offering;

b. the shares/securities that are lodged with the PDTC, or any other entity duly authorized by the PhilippineSEC in the case of a listing by way of introduction;

c. new securities to be offered and applied for listing by an existing listed company; and

d. additional listing of securities of an existing listed company.

Pursuant to the said amendment, the PDTC issued an implementing procedure in support thereof.

Issuance of Certified Shares

On or after the listing of the shares on the PSE, any beneficial owner of the shares may apply to PDTC throughhis broker or custodian-participant for a withdrawal from the book-entry system and return to the conventionalpaper-based settlement. As stated above, if a shareholder wishes to withdraw his stockholdings from the PDTCSystem, the PDTC has a procedure of upliftment under which PCD Nominee will transfer back to the shareholderthe legal title to the shares lodged. The uplifting shareholder shall follow the Rules and Operating Procedures ofthe PDTC for the upliftment of shares lodged under the name of PCD Nominee. The transfer agent shall prepareand send a Registry Confirmation Advice to the PDTC covering the new number of shares lodged under PCDNominee. The expenses for upliftment are for the account of the uplifting shareholder.

Upon the issuance of certificated shares in the name of the person applying for upliftment, such shares shall bedeemed to be withdrawn from the PDTC book-entry settlement system, and trading on such shares will followthe normal process for settlement of certificated securities. The expenses for upliftment of beneficial ownershipin the shares to certificated securities will be charged to the person applying for upliftment. Pending completionof the upliftment process, the beneficial interest in the shares covered by the application for upliftment is frozenand no trading and book-entry settlement will be permitted until the relevant stock certificates in the name of theperson applying for upliftment shall have been issued by the relevant company’s transfer agent.

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PHILIPPINE FOREIGN EXCHANGE AND FOREIGN OWNERSHIP CONTROLS

Foreign Exchange Regulations

Under current BSP regulations, an investment in Philippine securities (such as the Offer Shares) must beregistered with the BSP if the foreign exchange needed to service the repatriation of capital and the remittance ofdividends, profits and earnings derived from such shares is to be sourced from the Philippine banking system. Ifthe foreign exchange required to service capital repatriation or dividend remittance is sourced outside thePhilippine banking system, registration is not required. BSP Circular No. 471 (Series of 2005), however, subjectsforeign exchange dealers, money changers and remittance agents to Republic Act No. 9160 (the Anti-MoneyLaundering Act of 2001, as amended) and requires these non-bank sources of foreign exchange to require foreignexchange buyers to submit, among others, a notarized application form and supporting documents in connectionwith their application to purchase foreign exchange exceeding US$5,000 for purposes of capital repatriation andremittance of dividends.

The application for registration may be done directly with the BSP or through a custodian bank duly designatedby the foreign investor. A custodian bank may be a universal bank, commercial bank or an offshore banking unitregistered with the BSP to act as such and appointed by the investor to register the investment, hold shares for theinvestor, and represent the investor in all necessary actions in connection with his investments in the Philippines.Applications for registration must be accompanied by: (i) purchase invoice, subscription agreement and proof oflisting on the PSE (either or both); (ii) credit advice or bank certificate showing the amount of foreign currencyinwardly remitted and converted into pesos; and (iii) transfer instructions from the stockbroker or dealer, as thecase may be.

Upon registration of the investment, proceeds of divestments or dividends of registered investments, arerepatriable or remittable immediately and in full with foreign exchange sourced from the Philippine bankingsystem, net of applicable tax, without need of BSP approval. Remittance is permitted upon presentation of (i) theBSP registration document; (ii) the cash dividends notice from the PSE and the Philippine Central Depositoryprintout of cash dividend payment or computation of interest earned; (iii) copy of the corporate secretary’s swornstatement on the board resolution covering the dividend declaration and (iv) detailed computation of the amountapplied for in the format prescribed by the BSP. Pending registration or reinvestment, divestment proceeds, aswell as dividends of registered investments, may be lodged temporarily in interest-bearing deposit accounts.Interest earned thereon, net of taxes, may also be remitted in full. Remittance of divestment proceeds ordividends of registered investments may be reinvested in the Philippines if the investments are registered with theBSP or the investor’s custodian bank.

The foregoing is subject to the power of BSP, through the Monetary Board and with the approval of the Presidentof the Philippines, to temporarily suspend or restrict the availability of foreign exchange, require licensing offoreign exchange transactions or require delivery of foreign exchange to the BSP or its designee when anexchange crisis is imminent, or in times of national emergency.

The registration with the BSP of all foreign investments in any Shares received in exchange for Offer Sharesshall be the responsibility of the foreign investor.

Foreign Ownership Controls

The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies that ownland in the Philippines and companies that conduct mining activities by entering into co-production, jointventure, or production-sharing agreements with the Government in the exploration, development, and utilizationof natural resources of the Philippines.

In connection with the ownership of private land, Article XII, Section 7 of the Philippine Constitution, in relationto Article XII, Section 2 of the Philippine Constitution and Chapter 5 of Commonwealth Act No. 141, states thatno private land shall be transferred or conveyed except to citizens of the Philippines or to corporations orassociations organized under the laws of the Philippines at least 60.0% of whose capital is owned by suchcitizens.

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With regard to the conduct of mining activities, Article XII, Section 2 of the Constitution states “the exploration,development, and utilization of natural resources shall be under the full control and supervision of the State. TheState may directly undertake such activities, or it may enter into co-production, joint venture, or production-sharing agreements with Filipino citizens, or corporations or associations at least sixty per centum of whosecapital is owned by such citizens.”

Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of 1991 and the NegativeList issued pursuant thereto, reserves to Philippine Nationals all areas of investment in which foreign ownershipis limited by mandate of the Constitution and specific laws. Section 3(a) of said law defines a “PhilippineNational” as:

• a citizen of the Philippines;

• a domestic partnership or association wholly owned by citizens of the Philippines;

• a trustee of funds for pension or other employee retirement or separation benefits where the trustee is aPhilippine National and at least 60.0% of the fund will accrue to the benefit of the Philippine Nationals;

• a corporation organized under the laws of the Philippines of which at least 60.0% of the capital stockoutstanding and entitled to vote is owned and held by citizens of the Philippines; and

• a corporation organized abroad and registered as doing business in the Philippines under the Corporation Codeof the Philippines of which 100.0% of the capital stock outstanding and entitled to vote is wholly owned byFilipinos.

However, the Foreign Investments Act of 1991 states that where a corporation (and its non-Filipino shareholders)own stock in a Philippine SEC-registered enterprise, at least 60.0% of the capital stock outstanding and entitledto vote of both the investing corporation and the investee corporation must be owned and held by citizens of thePhilippines. Further, at least 60.0% of the members of the board of directors of both the investing corporationand the investee corporation must be Philippine citizens in order for the investee corporation to be considered aPhilippine National.

Considering the foregoing, in the event that we or any of our subsidiaries own land in the Philippines or conductmining operations in the Philippines, foreign ownership in us will be limited to a maximum of 40.0% of ouroutstanding capital stock entitled to vote. Accordingly, we shall disallow the issuance or the transfer of Shares topersons other than Philippine Nationals and shall not record transfers in our books if such issuance or transferwould result in us ceasing to be a Philippine National for purposes of complying with the restrictions on foreignownership discussed above.

Compliance with the required ownership by Philippine Nationals of a corporation is to be determined on the basisof outstanding capital stock whether fully paid or not.

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PHILIPPINE TAXATION

The following is a discussion of the material Philippine tax consequences of the acquisition, ownership anddisposition of our Shares. This general description does not purport to be a comprehensive description of thePhilippine tax aspects of our Shares and no information is provided regarding the tax aspects of acquiring,owning, holding or disposing of our Shares under applicable tax laws of other applicable jurisdictions and thespecific Philippine tax consequence in light of particular situations of acquiring, owning, holding and disposingof our Shares in such other jurisdictions. This discussion is based upon laws, regulations, rulings, and income taxconventions (treaties) in effect at the date of this Prospectus. The tax treatment applicable to a holder of ourShares may vary depending upon such holder’s particular situation, and certain holders may be subject to specialrules not discussed below. This summary does not purport to address all tax aspects that may be important to aholder of our Shares. Prospective investors of our Shares are urged to consult their own tax advisors as to theparticular tax consequences of the ownership and disposition of our Shares, including the applicability and effectof any local or foreign tax laws.

As used herein, the term “resident alien” refers to an individual whose residence is within the Philippines andwho is not a citizen of the Philippines. A non-resident alien who is actually within the Philippines for anaggregate period of more than 180 days during any calendar year is considered a “non-resident alien doingbusiness in the Philippines.” A non-resident alien who is actually within the Philippines for an aggregate periodof 180 days or less during any calendar year is considered a “non-resident alien not doing business in thePhilippines.” A “resident foreign corporation” is a non-Philippine corporation engaged in trade or businesswithin the Philippines; and a “non-resident foreign corporation” is a foreign corporation not engaged in trade orbusiness in the Philippines.

The term “non-resident holder” means a holder of our Shares:

• who is an individual who is neither a citizen nor a resident of the Philippines or an entity which is a non-resident foreign corporation; and

• should a tax treaty be applicable, whose ownership of our Shares is not effectively connected with a fixed baseor a permanent establishment in the Philippines.

Tax on Dividends

Cash and property dividends received from a domestic corporation by individual shareholders who are eithercitizens or resident aliens of the Philippines are subject to a final withholding tax at the rate of 10%, which shallbe withheld by us.

Non-resident alien individuals doing business in the Philippines are subject to a final withholding tax ondividends derived from Philippine sources at the rate of 20% subject to applicable preferential tax rates under taxtreaties in force between the Philippines and the country of domicile of such non-resident alien individual. Non-resident aliens not doing business in the Philippines are subject to a final withholding tax on dividends derivedfrom Philippine sources at the rate of 25% subject to applicable preferential tax rates under tax treaties in forcebetween the Philippines and the country of domicile of such non-resident alien individual.

Both cash and property dividends received from a domestic corporation by another domestic corporation or byresident foreign corporations are not subject to tax while those received by nonresident foreign corporations aresubject to final withholding tax at the rate of 30%, subject to applicable preferential tax rates under tax treaties inforce between the Philippines and the country of domicile of such non-resident foreign corporation.

The 30% rate may be reduced to a special 15% rate if (i) the country in which the non-resident foreigncorporation is domiciled imposes no taxes on foreign sourced dividends or (ii) the country in which the non-resident foreign corporation is domiciled allows a credit against the tax due from the non-resident foreigncorporation for taxes deemed to have been paid in the Philippines equivalent to 15%.

The BIR has prescribed, through an administrative issuance, procedures for availment of tax treaty relief. Acorporation may withhold taxes at a reduced rate on dividends paid to a non-resident holder of our Shares if such

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non-resident holder submits to the domestic corporation proof of the filing of the tax treaty relief application withthe BIR prior to the payment of dividends. The application for tax treaty relief to be filed with the BIR operatesto confirm the entitlement of the taxpayer to such relief. While the Supreme Court has ruled that the failure to filean application for tax treaty relief shall not disqualify an otherwise eligible taxpayer, in practice, somewithholding agents strictly require the income earners (payees) to show an approved tax treaty relief applicationbefore availing of lower treaty tax rates to avoid controversy.

The requirements for a tax treaty relief application in respect of dividends are set out in the applicable tax treatyand BIR Form No. 0901-D. These include proof of tax residence in the country that is a party to the tax treaty.Proof of residence consists of a consularized certification from the tax authority of the country of residence of thenon-resident holder of Shares which states that the non-resident holder is a tax resident of such country under theapplicable tax treaty. If the non-resident holder of Shares is a juridical entity, authenticated certified true copiesof its articles of incorporation or association issued by the proper government authority should also be submittedto the BIR in addition to the certification of its residence from the tax authority of its country of residence.

If the regular rate of tax is withheld by us instead of the reduced rates applicable under a treaty, the non-residentholder of Shares may file a claim for a refund from the BIR as a remedy. However, because the refund process inthe Philippines requires the filing of an administrative claim and the submission of supporting information, andmay also involve the filing of a judicial appeal, it may be impractical to pursue such a refund.

Stock dividends distributed pro-rata to any shareholder are not subject to Philippine income tax. However, thesale, exchange or disposition of shares received as stock dividends by the holder is subject to either capital gainsand documentary stamp tax (if not through the local stock exchange) or stock transaction tax.

Tax Treaties

The following table lists some of the countries with which the Philippines has tax treaties and the tax ratescurrently applicable to non-resident holders who are residents of those countries:

Dividends(%)

Stock transaction tax onsale or disposition effected

through the PSE(%)(12)

Capital gains tax dueon disposition of

shares outside the PSE(%)

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(1) 0.5 May be exempt(9)

China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(2) 0.5 May be exempt(9)

France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(3) 0.5 May be exempt(9)

Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(4) 0.5 5/10(10)

Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15(5) 0.5 May be exempt(9)

Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(6) 0.5 May be exempt(9)

United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(7) 0.5 Exempt(11)

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25(8) 0.5 May be exempt(9)

(1) 15% if the recipient company controls at least 10% of the voting power of the company paying the dividends.

(2) 10% if the beneficial owner is a company which holds directly at least 10% of the capital of the company paying the dividends.

(3) 10% if the recipient company (excluding a partnership) holds directly at least 10% of the voting shares of the company paying thedividends.

(4) 10% if the recipient company (excluding a partnership) owns directly at least 25% of the capital of the company paying the dividends.

(5) 10% if the recipient company holds directly at least 10% of either the voting shares of the company paying the dividends or of the totalshares issued by that company during the period of six months immediately preceding the date of payment of the dividends.

(6) 15% if during the part of the paying company’s taxable year which precedes the date of payment of dividends and during the whole of itsprior taxable year at least 15% of the outstanding shares of the voting shares of the paying company were owned by the recipientcompany.

(7) 15% if the recipient company is a company which controls directly or indirectly at least 10% of the voting power of the company payingthe dividends.

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(8) 20% if during the part of the paying corporation’s taxable year which precedes the date of payment of dividends and during the whole ofits prior taxable year, at least 10% of the outstanding shares of the voting shares of the paying corporation were owned by the recipientcorporation. Notwithstanding the rates provided under the Republic of the Philippines-United States Treaty, residents of the UnitedStates may avail of the 15% withholding tax rate under the tax-sparing clause of the Philippine Tax Code provided certain conditions aremet.

(9) Capital gains are taxable only in the country where the seller is a resident, provided the shares are not those of a corporation, the assetsof which consist principally of real property situated in the Philippines, in which case the sale is subject to Philippine taxes.

(10) Under the tax treaty between the Philippines and Germany, capital gains from the alienation of shares of a Philippine corporation maybe taxed in the Philippines irrespective of the nature of the assets of the Philippine corporation. Tax rates are 5% on the net capital gainsrealized during the taxable year not in excess of p100,000 and 10% on the net capital gains realized during the taxable year in excess ofp100,000.

(11) Under the tax treaty between the Philippines and the United Kingdom, capital gains on the sale of the shares of Philippine corporationsare subject to tax only in the country where the seller is a resident, irrespective of the nature of the assets of the Philippine corporation.

(12) Exempt if the stock transaction tax is expressly covered by the applicable tax treaty or is deemed by the relevant authorities as anidentical or substantially similar tax to the Philippine income tax. In BIR Ruling No. ITAD 22-07 dated February 9, 2007, the BIR heldthat the stock transaction tax cannot be considered as an identical or substantially similar tax on income, and, consequently, ruled that aSingapore resident is not exempt from the stock transaction tax on the sale of its shares in a Philippine corporation through the PSE.

When availing of capital gains tax exemption on the sale of shares of stock under a tax treaty, a tax treatyexemption ruling shall be necessary in order to completely implement the transfer. For sale of shares madeoutside the PSE, a certificate authorizing registration (CAR) from the BIR is required before the transfer isregistered in the stock and transfer book. The BIR issues the CAR only after verifying that the applicable taxeshave been paid. Thus, in lieu of proof of payment of capital gains tax, the tax treaty relief ruling should besubmitted to the BIR office processing the CAR.

The requirements for a tax treaty relief application in respect of capital gains tax on the sale of shares are set outin the applicable tax treaty and BIR Form No. 0901-C. These include proof of residence in the country that is aparty to the tax treaty. Proof of residence consists of a consularized certification from the tax authority of thecountry of residence of the seller of shares which provides that the seller is a resident of such country under theapplicable tax treaty. If the seller is a juridical entity, authenticated certified true copies of its articles ofincorporation or association issued by the proper government authority should also be submitted to the BIR inaddition to the certification of its residence from the tax authority of its country of residence.

Sale, Exchange or Disposition of Shares Through an Initial Public Offering (IPO)

The sale, barter, exchange or other disposition through an IPO of shares in closely held corporations is subject toan IPO Tax at the rates below based on the gross selling price or gross value in money of the shares sold,bartered, exchanged or otherwise disposed in accordance with the proportion of shares sold, bartered, exchangedor otherwise disposed to the total outstanding shares after the listing in the local stock exchange:

Up to 25% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%Over 25% but not over 33 1/3% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%Over 33 1/3% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1%

A “closely held corporation” means any corporation at least 50% in value of outstanding capital shares or at least50% of the total combined voting power of all classes of shares entitled to vote is owned directly or indirectly byor for not more than 20 individuals.

The IPO Tax, if applicable, shall be paid by us.

Sale, Exchange or Disposition of our Shares After the Offer

Capital Gains Tax, if Sale was Made Outside the PSE

Net capital gains realized by a resident or non-resident other than a dealer in securities during each taxable yearfrom the sale, exchange or disposition of shares outside the facilities of the PSE, unless an applicable treatyexempts such gains from tax or provides for preferential rates, are subject to tax as follows: 5.0% on gains not

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exceeding P100,000 and 10.0% on gains over P100,000. An application for tax treaty relief must be filed (andapproved) by the BIR to obtain an exemption under a tax treaty. Such application must be filed before thedeadline for the filing of the documentary stamp tax return. The transfer of shares shall not be recorded in ourbooks unless the BIR certifies that the capital gains and documentary stamp taxes relating to the sale or transferhave been paid or, where applicable, tax treaty relief has been confirmed by the International Tax AffairsDivision of the BIR in respect of the capital gains tax or other conditions have been met.

Taxes on Transfer of Shares Listed and Traded at the PSE

Sales, exchanges or other dispositions of Shares which are effected through the facilities of the PSE by a residentor non-resident holder, other than a dealer in securities, is subject to a stock transaction tax at the rate of 0.5% ofthe gross selling price or gross value in money of the shares of stock sold or otherwise disposed, unless anapplicable treaty exempts such sale from said tax. This tax is required to be collected by and paid to the BIR bythe selling stockbroker on behalf of his client. The stock transaction tax is classified as a percentage tax in lieu ofa capital gains tax. Under certain tax treaties, the exemptions from capital gains tax discussed herein may not beapplicable to stock transaction tax.

In addition, a VAT of 12.0% is imposed on the commission earned by the PSE-registered broker, and is generallypassed on to the client.

Documentary Stamp Tax

The Philippines imposes a documentary stamp tax, or DST, on the issuance by a corporation of shares at the rateof P1.00 on each P200, or fraction thereof, of the par value of the shares. The DST on the issuance of the OfferShares shall be paid by us.

The Philippines also imposes a DST upon transfers of shares of stock issued by a Philippine corporation at a rateof P0.75 on each P200, or fractional part thereof, of the par value of the shares.

The DST is imposed on the person making, signing, issuing, accepting or transferring the document and is thuspayable by the vendor or the purchaser of the shares.

However, the sale, barter or exchange of shares of stock listed and traded through the PSE are exempt from DST.

In addition, the borrowing and lending of securities executed under the securities borrowing and lending programof a registered exchange, or in accordance with regulations prescribed by the appropriate regulatory authority, arelikewise exempt from documentary stamp tax. However, the securities borrowing and lending agreement shouldbe duly covered by a master securities borrowing and lending agreement acceptable to the appropriate regulatoryauthority, and should be duly registered and approved by the BIR.

Estate and Gift Taxes

The transfer of our Shares upon the death of a registered holder to his heirs by way of succession, whether suchan individual was a citizen of the Philippines or an alien, regardless of residence, will be subject to Philippineestate tax at progressive rates ranging from 5.0% to 20.0% if the net estate is over P200,000. Individual andcorporate registered holders, whether or not citizens or residents of the Philippines, who transfer shares by wayof gift or donation will be liable for Philippine donor’s tax on such transfers at progressive rates ranging from2.0% to 15.0% if the net gifts made during the year exceed P100,000. The rate of tax with respect to net giftsmade to a stranger (one who is not a brother, sister, spouse, ancestor, lineal descendant or relative byconsanguinity within the fourth degree of relationship) is a flat rate of 30.0%. Corporate registered holders arealso liable for Philippine donor’s tax on such transfers, but the rate of tax with respect to net gifts made bycorporate registered holders is always at a flat rate of 30.0%.

Estate and gift taxes will not be collected in respect of intangible personal property (i) if the deceased at the timeof death, or the donor at the time of donation, was a citizen and resident of a foreign country which at the time ofhis death or donation did not impose a transfer tax of any character in respect of intangible personal property of

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citizens of the Philippines not residing in that foreign country, or (ii) if the laws of the foreign country of whichthe deceased or the donor was a citizen and resident at the time of his death or donation allow a similarexemption from transfer or death taxes of every character or description in respect of intangible personal propertyowned by citizens of the Philippines not residing in that foreign country.

Corporate Income Tax

In general, a tax of 30.0% is imposed upon the taxable net income of a domestic corporation from all sources(within and outside the Philippines) pursuant to the Philippine Tax Code.

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PLAN OF DISTRIBUTION

We are offering 609,894,300 Firm Shares (or 30% of the Firm Shares) in the Philippines, and 1,423,086,530Firm Shares (or 70% of the Firm Shares) at the Offer Price in the International Offer, subject to any agreementbetween the Domestic Lead Underwriter and the Joint Bookrunners on any clawback, clawforward or any othersuch mechanism. The Domestic Lead Underwriter will underwrite the Offer Shares relating to the DomesticOffer and the Joint Bookrunners will underwrite the Offer Shares relating to the International Offer, in each caseon a firm commitment basis, subject to any agreement between the Domestic Lead Underwriter and the JointBookrunners on any clawback, clawforward or other such mechanisms. There is no arrangement for any of theDomestic Lead Underwriter or the Joint Bookrunners to return to us any of the Offer Shares relating to theDomestic Offer or the International Offer.

The Domestic Offer

We will initially offer the Domestic Offer Shares to all of the PSE Trading Participants and Local SmallInvestors in the Philippines. 406,596,200 Domestic Offer Shares (or 20% of the Firm Shares) shall be allocatedamong the PSE Trading Participants. Each PSE Trading Participant will initially be allocated approximately3,080,200 Domestic Offer Shares (computed by dividing the Domestic Offer Shares allocated to the PSE TradingParticipants by 132, the number of PSE Trading Participants, and rounding down the number to the nearesthundred to eliminate odd-sized lots), subject to reallocation as may be determined by the Domestic LeadUnderwriter. The balance of 9,800 Firm Shares shall be allocated by the Domestic Lead Underwriter to the PSETrading Participants. In addition, we will allocate 203,298,100 Domestic Offer Shares (or 10% of the FirmShares) to the Local Small Investors. Prior to the closing of the Domestic Offer, any allocation of Domestic OfferShares not taken up by the PSE Trading Participants and the Local Small Investors will be distributed by theDomestic Lead Underwriter, to its clients or the general public in the Philippines or as otherwise agreed with theJoint Bookrunners. Any Domestic Offer Shares that are not taken up by the PSE Trading Participants, the LocalSmall Investors, the clients of the Domestic Lead Underwriter or the general public will be purchased by theDomestic Lead Underwriter.

To facilitate the Domestic Offer, we have appointed BDO Capital & Investment Corporation, who will act as theDomestic Lead Underwriter. We and the Domestic Lead Underwriter shall enter into a Domestic UnderwritingAgreement to be dated on or about June 30, 2016, whereby the Domestic Lead Underwriter will agree tounderwrite the Domestic Offer Shares, subject to agreement between the Domestic Lead Underwriter and theJoint Bookrunners, on any clawback, clawforward or other such mechanism, on a firm commitment basis. Theclosing of the Domestic Offer is conditional on the closing of the International Offer. The closing of theDomestic Offer and the International Offer are expected to occur concurrently.

The Domestic Lead Underwriter is the wholly owned investment banking subsidiary of BDO. It obtained its licensefrom the Philippine SEC to operate as an investment house in 1998 and is licensed by the Philippine SEC to engagein the underwriting and distribution of securities to the public. The Domestic Lead Underwriter is primarilyinvolved in equity management, underwriting and placement, debt management, underwriting and syndication,financial advisory services, project finance and securities trading. It has underwritten many public and privateofferings of equity and debt in the Philippines since 1998. As of December 31, 2015, BDO Capital & InvestmentCorporation had an authorized capital stock of P400,000,000 and paid up capital stock of P300,000,000.

The Domestic Lead Underwriter has no direct relationship with us in terms of share ownership and does not haveany right to designate or nominate a member of our Board. BDO, the parent company of the Domestic LeadUnderwriter, has engaged in transactions with, and performed various banking and financing services for, us andour affiliates in the past and BDO or any affiliate of BDO may do so from time to time in the future, including inconnection with the BDO Loan or any potential refinancing of our US$353.0 million Long-Term Loan fromNSH incurred in connection with the Reorganization. BDO’s Trust and Investments Group is also our StockTransfer Agent. See “Management’s Discussion and Analysis of Historical Financial Condition and Results ofOperations—Recent Development” on page 70 of this Prospectus. For a discussion of the relationship betweenthe Company, BDO and the Domestic Lead Underwriter see pages i-ii, “Management’s Discussion and Analysis

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of Historical Financial Condition and Results of Operations—Business—Recent Development” and “Summaryof the Offer—Use of Proceeds” of this Prospectus.

On or before July 6, 2016, the PSE Trading Participants will submit to the designated representative of theDomestic Lead Underwriter their respective firm orders and commitments to purchase Domestic Offer Shares.Any Domestic Offer Shares not taken up by PSE Trading Participants will be distributed by the Domestic LeadUnderwriter directly to its clients and the general public, and any remaining Domestic Offer Shares will bepurchased by the Domestic Lead Underwriter.

With respect to the Local Small Investors, applications to purchase the Domestic Offer Shares must be evidencedby a duly executed and completed application form. An application to purchase Domestic Offer Shares will notbe deemed as a duly executed and completed application unless it is submitted with all required relevantinformation and applicable supporting documents to the Domestic Lead Underwriter or such other financialinstitutions that may be invited to manage the Local Small Investors program. Payment for the Domestic OfferShares must be made upon submission of the duly executed and completed application form.

The Domestic Lead Underwriter will receive a fee equivalent to 1.75% of the gross proceeds of the DomesticOffer from us. This fee will be withheld by the Domestic Lead Underwriter from the proceeds of the DomesticOffer. PSE Trading Participants who take up Domestic Offer Shares will be entitled to a selling fee of 1.0% ofthe Domestic Offer Shares taken up and purchased by the relevant PSE Trading Participants. The selling fee, lessa withholding tax of 10.0%, will be paid by us to the PSE Trading Participants within 10 banking days after theListing Date.

All of the Domestic Offer Shares are or will be lodged with the PDTC and will be issued to the PSE TradingParticipants and Local Small Investors in scripless form. These investors may maintain the Domestic OfferShares in scripless form or opt to have the stock certificates issued to them by requesting an upliftment of therelevant Domestic Offer Shares from the PDTC’s electronic system after the closing of the Domestic Offer.

The International Offer

We, through the Joint Bookrunners, are offering 1,423,086,530 Firm Shares in the International Offer (i) outsidethe Philippines and the United States in offshore transactions in reliance on Regulation S under the U.S.Securities Act and (ii) in the United States to QIBs in reliance on Rule 144A under the U.S. Securities Act.

The International Underwriting Agreement dated June 30, 2016, entered into among us and the JointBookrunners is subject to certain conditions and may be subject to termination by the Joint Bookrunners ifcertain circumstances, including force majeure events, occur on or before the Listing Date. Under the terms andconditions of the International Underwriting Agreement, the Joint Bookrunners are committed to underwrite theInternational Offer on a firm-commitment basis and to purchase or procure purchasers for all of the Offer Sharesto be offered in the International Offer, subject to any agreement between the Domestic Lead Underwriter andthe Joint Bookrunners on any clawback, clawforward or other such mechanisms. The closing of the InternationalOffer is conditional on the closing of the Domestic Offer. The closing of the Domestic Offer and theInternational Offer are expected to occur concurrently.

The names of each of the Joint Bookrunners and number of Firm Shares in the International Offer subscribed byeach are as set out below:

Joint BookrunnersNumber of

Firm Shares% of Firm

Shares

Citigroup Global Markets Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474,362,177 33.3The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch . . . . . 474,362,177 33.3J.P. Morgan Securities plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 474,362,176 33.3

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,423,086,530 100.0

Investors in the International Offer will be required to pay, in addition to the Offer Price, a brokerage fee of 1.0%of the Offer Price.

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The Joint Bookrunners and their affiliates are full service financial institutions engaged in various activities,which may include securities trading, commercial and investment banking, financial advisory, investmentmanagement, investment research, principal investment, hedging, financing and brokerage activities. The JointBookrunners and their affiliates have long standing relationships with the CEMEX group globally and haveperformed, and may in the future perform, various corporate and investment banking services for us, ouraffiliates and shareholders, including debt and capital financing and financial advisory services, for which theyreceived or will receive customary fees and expenses. However, all services provided by the Joint Bookrunners,including in connection with the Offer, have been provided as an independent contractor and not as our fiduciary.The Joint Bookrunners have no direct relationship with us in terms of share ownership and do not have any rightto designate or nominate a member of our Board.

In the ordinary course of their various business activities, the Joint Bookrunners and their affiliates may make orhold a broad array of investments and actively trade debt and equity securities (or related derivative securities)and financial instruments (including bank loans) for their own account and for the accounts of their customers,and these investment and securities activities may involve securities or instruments of us or our affiliates. TheJoint Bookrunners and their affiliates may also make investment recommendations or publish or expressindependent research views in respect of such securities or instruments and may at any time hold, or recommendto clients that they acquire or sell such securities or instruments. The Joint Bookrunners or certain of theiraffiliates may purchase the Offer Shares and be allocated Offer Shares for asset management or proprietarypurposes and not with a view to distribution.

Stabilization Related Option and the Undertaking to Purchase

We have granted the Joint Bookrunners, acting through the Stabilizing Agent, an option exercisable in whole orin part from and including the Price Determination Date up to and including the day prior to the Listing Date, topurchase up to an additional 304,947,124 Shares (the “Stabilization Shares”) at the Offer Price, on the sameterms and conditions as the Firm Shares as set forth in this Prospectus (the “Stabilization Related Option”). If theStabilization Related Option is exercised, any Stabilization Shares will be sold as part of the International Offer.Any proceeds from the sale of the Stabilization Shares (the “Stabilization Shares Proceeds”) will be held by theStabilizing Agent for a period of 30 days from the Listing Date (the “Stabilization Period”) to enable theStabilizing Agent to utilize such Stabilization Shares Proceeds for the conduct of stabilization activities describedbelow. The Stabilizing Agent will release the Stabilization Shares Proceeds to the Company after the expirationof the Stabilization Period and receipt by the Stabilizing Agent from the Principal Shareholder of payment forsuch number of Undertaking to Purchase Shares required to be purchased by the Underwriters.

Pursuant to the stabilization approval letter dated June 17, 2016 issued by the Philippine SEC, the StabilizingAgent may effect price stabilization transactions for a period beginning on or after the Listing Date, butextending no later than 30 days from the Listing Date. The Stabilizing Agent may purchase Shares in the openmarket only if the market price of our Shares falls below the Offer Price. These activities may stabilize, maintainor otherwise affect the market price of our Shares, which may have the effect of preventing a decline in themarket price of our Shares and may also cause the trading prices of our Shares to be higher than otherwise wouldexist in the open market in the absence of these transactions. If the Stabilizing Agent commences any of thesetransactions, it may discontinue them at any time. The Stabilizing Agent, on behalf of the Underwriters, shall beentitled to any gains and shall bear any losses arising from the conduct of any stabilization activities.

In connection with the Offer and the conduct of stabilization activities, our Principal Shareholder is undertakingto purchase from the Underwriters, acting through the Stabilizing Agent, at the Offer Price per Share any or allUndertaking to Purchase Shares required to be purchased by the Underwriters, from time to time, beginning on orafter the Listing Date and ending on the date 30 days from the Listing Date. Once the Stabilization ShareProceeds have been fully utilized by the Stabilizing Agent, it will no longer purchase Shares in the open marketfor the conduct of stabilization activities.

Assuming an Offer of 2,337,927,954 Offer Shares (assuming the Stabilization Related Option is fully exercised),we expect to have a public float of 45.0% of our outstanding common shares immediately following the Offer ifthere is no utilization of the Undertaking to Purchase. Assuming an Offer of 2,337,927,954 Offer Shares

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(assuming the Stabilization Related Option is fully exercised), we expect to have a public float of 39.1% of ouroutstanding common shares immediately following the Offer if the Undertaking to Purchase is fully utilized.

Reallocation

The allocation of the Offer Shares between the Domestic Offer and the International Offer is subject toadjustment. In the event of an under-application in the International Offer and a corresponding over-applicationin the Domestic Offer, Offer Shares in the International Offer may (with the consent of the Joint Bookrunnersand the Domestic Lead Underwriter) be reallocated to the Domestic Offer. If there is an under-application in theDomestic Offer (including an under-application in the Trading Participants’ Offer and the Local Small Investors’Offer) and if there is a corresponding over-application in the International Offer, Offer Shares in the DomesticOffer may (with the consent of the Joint Bookrunners and the Domestic Lead Underwriter) be reallocated to theInternational Offer. The reallocation shall not apply in the event of over-application or under-application in boththe Domestic Offer and the International Offer.

Lock-Up

We, CEMEX and the Principal Shareholder have each agreed with the Joint Bookrunners and the Domestic LeadUnderwriter that, subject to certain exceptions, for a period of 180 days after the Closing Date, neither we norany person acting on our behalf will, without the prior written consent of the Joint Bookrunners and the DomesticLead Underwriter, issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce anysuch issuance, offer, sale or disposal of) any Shares or securities convertible or exchangeable into or exercisablefor any Shares or warrants or other rights to purchase Shares or any security or financial product whose value isdetermined directly or indirectly by reference to the price of the Shares, including equity swaps, forward salesand options. In addition, under the PSE Consolidated Listing and Disclosure Rules, our existing shareholderswho own an equivalent of at least 10% of the issued and outstanding Shares as of the Listing Date are requirednot to sell, assign or in any manner dispose of their Shares for a minimum period of 180 days after the ListingDate and in order to faithfully observe such requirement, the Principal Shareholder has agreed not to dispose itsshares totaling 2,857,467,493 Shares (assuming no utilization of the Undertaking to Purchase) for a period of365 days after the Listing Date.

In addition, all Shares issued by us or transferred within 180 days prior to the commencement of the start of theOffer period at an issue price less than the price per Offer Share are subject to a lock-up period of at least365 days from the date that full payment is made on such Shares. A total of 2,819,867,500 Shares, held by thePrincipal Shareholder and two (2) Shares held by the independent directors of the Company will be subject tosuch 365 day lock-up. See “Principal Shareholders—Security Ownership of Record and Beneficial Owners” onpage 174 of this Prospectus.

Selling Restrictions

Philippines

No securities, except of a class exempt under Section 9 of the SRC or unless sold in any transaction exemptunder Section 10 thereof, shall be sold or distributed by any person within the Philippines, unless such securitiesshall have been registered with the Philippine SEC on Form 12-1 and the registration statement has been declaredeffective by the Philippine SEC.

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LEGAL MATTERS

Certain legal matters in connection with this Offer will be passed upon for us by Skadden, Arps, Slate, Meagher& Flom LLP with respect to matters of U.S. federal securities law. The validity of the Offer Shares and certainlegal matters in connection with this Offer will be passed upon for us by Romulo Mabanta Buenaventura Sayoc& de los Angeles with respect to matters of Philippine law.

Certain legal matters in connection with this Offer will be passed upon for the Joint Global Coordinators and theJoint Bookrunners by Cleary Gottlieb Steen & Hamilton LLP, with respect to matters of U.S. federal securitieslaw. Certain matters as to Philippine law will be passed upon for the Joint Global Coordinators and the JointBookrunners by Picazo, Buyco, Tan, Fider & Santos.

In rendering their opinions, Skadden Arps, Slate, Meagher & Flom LLP may rely upon the opinions of RomuloMabanta Buenaventura Sayoc & de los Angeles as to all matters of Philippine law, and Cleary Gottleib Steen &Hamilton LLP may rely upon the opinions of Picazo, Buyco, Tan, Fider & Santos as to all matters of Philippinelaw.

Each of the foregoing legal counsel has neither shareholdings in us nor any right, whether legally enforceable ornot, to nominate persons or to subscribe for securities in us. None of the legal counsel will receive any direct orindirect interest in us or in any of our securities (including options, warrants or rights thereto) pursuant to or inconnection with the Offer.

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INDEPENDENT AUDITORS

Each of the (i) Audited Combined Historical Financial Statements, (ii) historical financial statements of CEMEXHoldings Philippines, Inc. on a stand-alone basis for the period from September 17, 2015 to December 31, 2015and (iii) Audited Interim Consolidated Financial Statements have been audited by R.G. MANABAT & CO., amember firm of the KPMG network, (“RGM&Co.”), independent auditors, as stated in their reports appearingelsewhere in this Prospectus.

The Pro Forma Financial Information of CEMEX Holdings Philippines, Inc. for the year ended December 31,2015 was examined by RGM&Co., independent auditors, in accordance with the Philippine Standard onAssurance Engagements (PSAE) 3420, Assurance Engagements to Report on the Compilation of Pro FormaFinancial Information included in this Prospectus, issued by the Philippine Auditing and Assurance StandardsCouncil, as stated in their report appearing herein. RGM&Co. is our current external auditor and has served assuch since our incorporation.

Since January 29, 2016, no fees have been paid to RGM&Co. other than fees directly related to the Offer. Wehave not had any disagreements on accounting and financial disclosures with our current external auditors for thesame periods or any subsequent interim period. RGM&Co. has neither shareholdings in us nor any right, whetherlegally enforceable or not, to nominate persons or to subscribe for our securities. RGM&Co. will not receive anydirect or indirect interest in us or in any of our securities (including options, warrants or rights thereto) pursuantto or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for ProfessionalAccountants in the Philippines set by the Board of Accountancy and approved by the Professional RegulationCommission.

The following table sets out the aggregate fees billed for each of the years ended December 31, 2014 and 2015for professional services rendered by RGM&Co., excluding fees directly related to the Offer:

For the year ended December 31,

2014 2015

(in millions of Philippine Pesos)

Audit and Audit-Related Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7 6.4Non-Audit Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7 6.8

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FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORTSPage

Independent Auditors’ Report on the Combined Financial Statements of APO Cement Corporation, SolidCement Corporation and Other Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Combined Statements of Financial Position of APO Cement Corporation, Solid Cement Corporation andOther Entities as of December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Combined Income Statements of APO Cement Corporation, Solid Cement Corporation and Other Entitiesfor the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Combined Statements of Changes in Stockholders’ Equity APO Cement Corporation, Solid CementCorporation and Other Entities for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . F-9

Combined Statements of Cash Flows of APO Cement Corporation, Solid Cement Corporation and OtherEntities for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

Notes to the Combined Financial Statements of APO Cement Corporation, Solid Cement Corporation andOther Entities as of and for the Years Ended December 31, 2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . F-11

Independent Auditors’ Assurance Report on the Compilation of Pro Forma Condensed ConsolidatedFinancial Information included in this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39

Pro Forma Condensed Consolidated Statement of Financial Position of CEMEX Holdings Philippines,Inc. and Subsidiaries as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42

Pro Forma Condensed Consolidated Statement of Comprehensive Income of CEMEX HoldingsPhilippines, Inc. and Subsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . F-44

Pro Forma Condensed Consolidated Statement of Changes in Equity of CEMEX Holdings Philippines,Inc. and Subsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-45

Pro Forma Condensed Consolidated Statement of Cash Flows of CEMEX Holdings Philippines, Inc. andSubsidiaries for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-46

Notes to the Pro Forma Condensed Consolidated Financial Information of CEMEX Holdings Philippines,Inc. and Subsidiaries as of and for the Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . F-47

Independent Auditors’ Report on the Consolidated Financial Statements of CEMEX Holdings Philippines,Inc. and Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-63

Consolidated Statements of Financial Position of CEMEX Holdings Philippines, Inc. and Subsidiaries asof March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-66

Consolidated Income Statements of CEMEX Holdings Philippines, Inc. and Subsidiaries for the ThreeMonths Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-67

Consolidated Statements of Changes in Stockholders’ Equity of CEMEX Holdings Philippines, Inc. andSubsidiaries for the Three Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-69

Consolidated Statements of Cash Flows of CEMEX Holdings Philippines, Inc. and Subsidiaries for theThree Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-70

Notes to the Consolidated Financial Statements of CEMEX Holdings Philippines, Inc. and Subsidiaries asof and for the Three Months Ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-71

F-1

F-2

F-3

F-4

F-5

..............................................................................

F-6

F-7

F-8

F-9

F-10

F-11

F-12

F-13

Financial instruments: Recognition and measurement”

F-14

F-15

F-16

Fair value measurements

Employee benefits”

F-17

Income taxes”

F-18

Share-based payment

F-19

Financial instruments: classification and measurement

Revenue from contracts with customers

F-20

Leases

Operating segments”

F-21

F-22

F-23

F-24

F-25

F-26

F-27

F-28

F-29

F-30

F-31

F-32

F-33

F-34

F-35

F-36

F-37

CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION December 31, 2015

F-38

F-39

F-40

F-41

Forw

ard

F-42

See

Note

s to

the

Pro

Form

a C

onde

nsed

Con

solid

ated

Fin

anci

al In

form

atio

n.

F-43

Not

e 4

See

Not

es to

the

Pro

Form

a C

onde

nsed

Con

solid

ated

Fin

anci

al In

form

atio

n.

F-44

Not

e 3a 3c

See

Not

es to

the

Pro

Form

a C

onde

nsed

Con

solid

ated

Fin

anci

al In

form

atio

n.

F-45

See

Not

es to

the

Pro

Form

a C

onde

nsed

Con

solid

ated

Fin

anci

al In

form

atio

n.

F-46

Investment Company Act.

1Main operating entities 2Non-operating entities

F-47

F-48

Reorganization of CEMEX Cement Operations in the Philippines

Incorporation of CHP

F-49

Acquisition of APO, Solid and Other Entities

*3/7 of 2 shares

Purchase Price Allocation

F-50

Financing Transactions

F-51

New Operational Structure

F-52

F-53

Business Combinations

PFRS 3.2 - Common Control Business Combinations

F-54

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of Shares

F-55

F-56

Pro Forma Adjustments on Offering of Shares and Use of Proceeds

F-57

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of Shares

F-58

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New Operational Structure

F-59

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New Operational Structure

Pro Forma Adjustments on Acquisition and Other Adjustments Prior to Offering of Shares

Pro Forma Adjustments on Offering of Shares, Use of Proceeds and New Operational Structure

F-60

F-61

CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES

CONSOLIDATED INTERIM FINANCIAL STATEMENTS March 31, 2016 and December 31, 2015

F-62

F-63

F-64

F-65

F-66

F-67

F-68

F-69

F-70

Investment Company Act

F-71

F-72

F-73

Financial instruments: Recognition and measurement”

F-74

F-75

F-76

F-77

F-78

Fair value measurements

Employee benefits”

Income taxes”

F-79

Share-based payment

F-80

Earnings per share

Clarification of Acceptable Methods of Depreciation and Amortization (Amendments to PAS 16 and PAS 38). Intangible Assets,

F-81

Property, Plant and Equipment,

Disclosure of information “elsewhere in the interim financial report’ (Amendment to PAS 34)Interim Financial Reporting,

Disclosure Initiative (Amendments to PAS 1, Presentation of Financial Statements).

Financial instruments: classification and measurement

F-82

Revenue from contracts with customers

Operating segments”

F-83

F-84

F-85

F-86

F-87

F-88

F-89

F-90

F-91

F-92

F-93

F-94

F-95

F-96

F-97

F-98

F-99

F-100

F-101

F-102

CEMEX HOLDINGS PHILIPPINES, INC.SCHEDULE OF RECONCILIATION OF RETAINED EARNINGS AVAILABLE

FOR DIVIDEND DECLARATIONAS AT MARCH 31, 2016

Unappropriated Retained Earnings, beginning (P4,634,111)Less (add): Adjustments -Unappropriated Retained Earnings, as adjusted,

beginning (4,634,111)

Net Loss actually earned/realized during the period (P122,474,228)

Less: Non-actual/unrealized income net of taxEquity in net income of associate/joint venture -Unrealized actuarial gain -Fair value adjustments (M2M gains) -Fair value adjustments of Investment Property

resulting to gain -Adjustment due to deviation from PFRS/GAAP -

gain -Deferred tax benefit (36,908,227)Other unrealized gains or adjustments to the retained

earnings as a result of certain transactions accounted for under the PFRS -

Add: Non-actual lossesDeferred tax expense -Unrealized foreign exchange loss - net (except those

attributable to Cash and Cash Equivalents) -Depreciation on revaluation increment (after tax) -Adjustment due to deviation from PFRS/GAAP -

loss -Loss on fair value adjustment of investment property

(after tax) -Net Income Actual/Realized (159,382,455)

Appropriation of Retained Earnings during the year -

Unappropriated Retained Earnings, as adjusted, ending (P164,016,566)

F-103

CE

ME

X H

oldi

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pine

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Map

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F-104

CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIES

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of March 31, 2016 Adopted Not

AdoptedNot

Applicable

Framework for the Preparation and Presentation of Financial Statements Conceptual Framework Phase A: Objectives and qualitative characteristics - -

PFRSs Practice Statement Management Commentary - -

Philippine Financial Reporting Standards

PFRS 1 (Revised)

First-time Adoption of Philippine Financial Reporting Standards - -

Amendments to PFRS 1 and PAS 27: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate - -

Amendments to PFRS 1: Additional Exemptions for First-time Adopters - -

Amendment to PFRS 1: Limited Exemption from Comparative PFRS 7 Disclosures for First-time Adopters - -

Amendments to PFRS 1: Severe Hyperinflation and Removal of Fixed Date for First-time Adopters - -

Amendments to PFRS 1: Government Loans - -

Annual Improvements to PFRSs 2009 - 2011 Cycle:First-time Adoption of Philippine Financial Reporting Standards - Repeated Application of PFRS 1 - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Borrowing Cost Exemption - -

Annual Improvements to PFRSs 2011 - 2013 Cycle: PFRS version that a first-time adopter can apply - -

PFRS 2 Share-based Payment - -

Amendments to PFRS 2: Vesting Conditions and Cancellations - -

Amendments to PFRS 2: Group Cash-settled Share-based Payment Transactions - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Meaning of ‘vesting condition’ - -

PFRS 3 (Revised)

Business Combinations - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Classification and measurement of contingent consideration - -

Annual Improvements to PFRSs 2011 - 2013 Cycle: Scope exclusion for the formation of joint arrangements - -

PFRS 4 Insurance Contracts - -

Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts - -

PFRS 5 Non-current Assets Held for Sale and Discontinued Operations - -

Annual Improvements to PFRSs 2012 - 2014 Cycle: Changes in method for disposal - -

F-105

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of March 31, 2016 Adopted Not

AdoptedNot

Applicable

PFRS 6 Exploration for and Evaluation of Mineral Resources - -

PFRS 7 Financial Instruments: Disclosures - -

Amendments to PFRS 7: Transition - -

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - -

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and Transition - -

Amendments to PFRS 7: Improving Disclosures about Financial Instruments - -

Amendments to PFRS 7: Disclosures - Transfers of Financial Assets - -

Amendments to PFRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities - -

Amendments to PFRS 7: Mandatory Effective Date of PFRS 9 and Transition Disclosures - -

Annual Improvements to PFRSs 2012 - 2014 Cycle: ‘Continuing involvement’ for servicing contracts - -

Annual Improvements to PFRSs 2012 - 2014 Cycle: Offsetting disclosures in condensed interim financial statements - -

PFRS 8 Operating Segments - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Disclosures on the aggregation of operating segments - -

PFRS 9 Financial Instruments - -

Hedge Accounting and amendments to PFRS 9, PFRS 7 and PAS 39 - -

PFRS 9 (2014)

Financial Instruments- -

PFRS 10 Consolidated Financial Statements - -

Amendments to PFRS 10, PFRS 11, and PFRS 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance - -

Amendments to PFRS 10, PFRS 12, and PAS 27 (2011): Investment Entities - -

Amendments to PFRS 10 and PAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - -

Amendments to PFRS 10, PFRS 12 and PAS 28: Investment Entities: Applying the Consolidation Exception - -

PFRS 11 Joint Arrangements - -

Amendments to PFRS 10, PFRS 11, and PFRS 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance - -

Amendments to PFRS 11: Accounting for Acquisitions of Interests in Joint Operations - -

2F-106

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

PFRS 12 Disclosure of Interests in Other Entities - -

Amendments to PFRS 10, PFRS 11, and PFRS 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance - -

Amendments to PFRS 10, PFRS 12, and PAS 27 (2011): Investment Entities - -

Amendments to PFRS 10, PFRS 12 and PAS 28: Investment Entities: Applying the Consolidation Exception - -

PFRS 13 Fair Value Measurement - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Measurement of short-term receivables and payables - -

Annual Improvements to PFRSs 2011 - 2013 Cycle: Scope of portfolio exception - -

PFRS 14 Regulatory Deferral Accounts - -

PFRS 16 Leases - -

Philippine Accounting Standards

PAS 1 (Revised)

Presentation of Financial Statements - -

Amendment to PAS 1: Capital Disclosures - -

Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation - -

Amendments to PAS 1: Presentation of Items of Other Comprehensive Income - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Presentation of Financial Statements - Comparative Information beyond Minimum Requirements - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Presentation of the Opening Statement of Financial Position and Related Notes - -

Amendments to PAS 1: Disclosure Initiative - -

PAS 2 Inventories - -

PAS 7 Statement of Cash Flows - -

PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors - -

PAS 10 Events after the Reporting Period - -

PAS 11 Construction Contracts - -

PAS 12 Income Taxes - -

Amendment to PAS 12 - Deferred Tax: Recovery of Underlying Assets - -

3F-107

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

PAS 16 Property, Plant and Equipment - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Property, Plant and Equipment - Classification of Servicing Equipment - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Restatement of accumulated depreciation (amortization) on revaluation (Amendments to PAS 16 and PAS 38) - -

Amendments to PAS 16 and PAS 38: Clarification of Acceptable Methods of Depreciation and Amortization - -

Amendments to PAS 16 and PAS 41: Agriculture: Bearer Plants - -

PAS 17 Leases - -

PAS 18 Revenue - -

PAS 19 (Amended)

Employee Benefits - -

Amendments to PAS 19: Defined Benefit Plans: Employee Contributions - -

Annual Improvements to PFRSs 2012 - 2014 Cycle: Discount rate in a regional market sharing the same currency - e.g. the Eurozone - -

PAS 20 Accounting for Government Grants and Disclosure of Government Assistance - -

PAS 21 The Effects of Changes in Foreign Exchange Rates - -

Amendment: Net Investment in a Foreign Operation - -

PAS 23 (Revised)

Borrowing Costs - -

PAS 24 (Revised)

Related Party Disclosures - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Definition of ‘related party’ - -

PAS 26 Accounting and Reporting by Retirement Benefit Plans - -

PAS 27 (Amended)

Separate Financial Statements - -

Amendments to PFRS 10, PFRS 12, and PAS 27 (2011): Investment Entities - -

Amendments to PAS 27: Equity Method in Separate Financial Statements - -

PAS 28 (Amended)

Investments in Associates and Joint Ventures - -

Amendments to PFRS 10 and PAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - -

Amendments to PFRS 10, PFRS 12 and PAS 28: Investment Entities: Applying the Consolidation Exception - -

PAS 29 Financial Reporting in Hyperinflationary Economies - -

4F-108

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

PAS 32 Financial Instruments: Disclosure and Presentation - -

Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation - -

Amendment to PAS 32: Classification of Rights Issues - -

Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Financial Instruments Presentation - Income Tax Consequences of Distributions - -

PAS 33 Earnings per Share - -

PAS 34 Interim Financial Reporting - -

Annual Improvements to PFRSs 2009 - 2011 Cycle: Interim Financial Reporting - Segment Assets and Liabilities - -

Annual Improvements to PFRSs 2012 - 2014 Cycle: Disclosure of information “elsewhere in the interim financial report’ - -

PAS 36 Impairment of Assets - -

Amendments to PAS 36: Recoverable Amount Disclosures for Non-Financial Assets - -

PAS 37 Provisions, Contingent Liabilities and Contingent Assets - -

PAS 38 Intangible Assets - -

Annual Improvements to PFRSs 2010 - 2012 Cycle: Restatement of accumulated depreciation (amortization) on revaluation (Amendments toPAS 16 and PAS 38) - -

Amendments to PAS 16 and PAS 38: Clarification of Acceptable Methods of Depreciation and Amortization - -

PAS 39 Financial Instruments: Recognition and Measurement - -

Amendments to PAS 39: Transition and Initial Recognition of Financial Assets and Financial Liabilities - -

Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions - -

Amendments to PAS 39: The Fair Value Option - -

Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts - -

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - -

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and Transition - -

Amendments to Philippine Interpretation IFRIC-9 and PAS 39: Embedded Derivatives - -

Amendment to PAS 39: Eligible Hedged Items - -

Amendment to PAS 39: Novation of Derivatives and Continuation of Hedge Accounting - -

5F-109

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

PAS 40 Investment Property - -

Annual Improvements to PFRSs 2011 - 2013 Cycle: Inter-relationship of PFRS 3 and PAS 40 (Amendment to PAS 40) - -

PAS 41 Agriculture - -

Amendments to PAS 16 and PAS 41: Agriculture: Bearer Plants - -

Philippine Interpretations

IFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities - -

IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments - -

IFRIC 4 Determining Whether an Arrangement Contains a Lease - -

IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds - -

IFRIC 6 Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment - -

IFRIC 7 Applying the Restatement Approach under PAS 29 Financial Reporting in Hyperinflationary Economies - -

IFRIC 9 Reassessment of Embedded Derivatives - -

Amendments to Philippine Interpretation IFRIC-9 and PAS 39: Embedded Derivatives - -

IFRIC 10 Interim Financial Reporting and Impairment - -

IFRIC 12 Service Concession Arrangements - -

IFRIC 13 Customer Loyalty Programmes - -

IFRIC 14 PAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction - -

Amendments to Philippine Interpretations IFRIC- 14, Prepayments of a Minimum Funding Requirement - -

IFRIC 16 Hedges of a Net Investment in a Foreign Operation - -

IFRIC 17 Distributions of Non-cash Assets to Owners - -

IFRIC 18 Transfers of Assets from Customers - -

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments - -

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine - -

IFRIC 21 Levies - -

SIC-7 Introduction of the Euro - -

SIC-10 Government Assistance - No Specific Relation to Operating Activities - -

SIC-15 Operating Leases - Incentives - -

SIC-25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders - -

SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease - -

SIC-29 Service Concession Arrangements: Disclosures. - -

6F-110

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

SIC-31 Revenue - Barter Transactions Involving Advertising Services - -

SIC-32 Intangible Assets - Web Site Costs - -

Philippine Interpretations Committee Questions and Answers

PIC Q&A 2006-01

PAS 18, Appendix, paragraph 9 - Revenue recognition for sales of property units under pre-completion contracts - -

PIC Q&A 2006-02

PAS 27.10(d) - Clarification of criteria for exemption from presenting consolidated financial statements - -

PIC Q&A 2007-01-Revised

PAS 1.103(a) - Basis of preparation of financial statements if an entity has not applied PFRSs in full

- -

PIC Q&A 2007-02

PAS 20.24.37 and PAS 39.43 - Accounting for government loans with low interest rates [see PIC Q&A No. 2008-02] - -

PIC Q&A 2007-03

PAS 40.27 - Valuation of bank real and other properties acquired (ROPA) - -

PIC Q&A 2007-04

PAS 101.7 - Application of criteria for a qualifying NPAE - -

PIC Q&A 2008-01-Revised

PAS 19.78 - Rate used in discounting post-employment benefit obligations

- -

PIC Q&A2008-02

PAS 20.43 - Accounting for government loans with low interest rates under the amendments to PAS 20 - -

PIC Q&A 2009-01

Framework.23 and PAS 1.23 - Financial statements prepared on a basis other than going concern - -

PIC Q&A 2009-02

PAS 39.AG71-72 - Rate used in determining the fair value of government securities in the Philippines - -

PIC Q&A 2010-01

PAS 39.AG71-72 - Rate used in determining the fair value of government securities in the Philippines - -

PIC Q&A 2010-02

PAS 1R.16 - Basis of preparation of financial statements - -

PIC Q&A 2010-03

PAS 1 Presentation of Financial Statements -Current/non-current classification of a callable term loan - -

PIC Q&A 2011-01

PAS 1.10(f) - Requirements for a Third Statement of Financial Position - -

PIC Q&A 2011-02

PFRS 3.2 - Common Control Business Combinations- -

PIC Q&A 2011-03

Accounting for Inter-company Loans- -

PIC Q&A 2011-04

PAS 32.37-38 - Costs of Public Offering of Shares- -

PIC Q&A 2011-05

PFRS 1.D1-D8 - Fair Value or Revaluation as Deemed Cost - -

PIC Q&A 2011-06

PFRS 3, Business Combinations (2008), and PAS 40, Investment Property - Acquisition of Investment properties - asset acquisition or business combination? - -

7F-111

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONSEffective as of December 31, 2015 Adopted Not

AdoptedNot

Applicable

PIC Q&A 2012-01

PFRS 3.2 - Application of the Pooling of Interests Method for Business Combinations of Entities Under Common Control in Consolidated Financial Statements - -

PIC Q&A 2012-02

Cost of a New Building Constructed on the Site of a Previous Building - -

PIC Q&A 2013-01

Applicability of SMEIG Final Q&As on the Application of IFRS for SMEs to Philippine SMEs - -

PIC Q&A 2013-02

Conforming Changes to PIC Q&As - Cycle 2013- -

PIC Q&A 2013-03(Revised)

PAS 19 - Accounting for Employee Benefits under a Defined Contribution Plan subject to Requirements of Republic Act (RA) 7641, The Philippine Retirement Law - -

8F-112

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F-113

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F-114

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F-116

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r gen

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F-118

CEM

EX H

OLD

ING

S PH

ILIP

PIN

ES, I

NC

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D S

UB

SID

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SCH

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UR

ITIE

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THER

ISSU

ERS

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e of

issu

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entit

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sec

uriti

es g

uara

ntee

d by

the

com

pany

for w

hich

this

sta

tem

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s fil

ed

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of i

ssue

of e

ach

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s of

se

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filed

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atur

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F-119

CEM

EX H

OLD

ING

S PH

ILIP

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NC

. AN

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SCH

EDU

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Title

of I

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ber o

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f sha

res

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ed a

nd

outs

tand

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at s

how

n un

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rela

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nce

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tion

Num

ber o

f sha

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ptio

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held

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affi

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irect

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offi

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-

375,

993

7

-

F-120

CEMEX HOLDINGS PHILIPPINES, INC. AND SUBSIDIARIESSCHEDULE OF FINANCIAL SOUNDNESS INDICATORS

AS AT MARCH 31, 2016 ANDFOR THE THREE MONTHS ENDED MARCH 31, 2016

Current ratio (Current assets over current liabilities) 0.28:1Solvency ratio (Profit plus depreciation and amortization

over total liabilities) 0.009:1Bank debt-to-equity ratio (Bank debt over total equity) N/AAsset-to-equity ratio (Total assets over total equity) 19.14:1Interest rate coverage ratio (Profit before interest and taxes

over interest expense) 13.74:1Operating profit margin (Operating profit over net sales) 8%Net profit margin (Profit over net sales) 3%

F-121

REGISTERED HEAD OFFICE ANDPRINCIPAL EXECUTIVE OFFICE OF THE COMPANY

CEMEX Holdings Philippines, Inc.8/F Petron Megaplaza

358 Sen. Gil. J. Puyat AvenueMakati City, Philippines 1200

JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS

Citigroup Global MarketsLimited

Citigroup CentreCanada Square, Canary Wharf

London E14 5LBUnited Kingdom

The Hongkong and ShanghaiBanking Corporation Limited,

Singapore Branch21 Collyer Quay #09-02

HSBC BuildingSingapore 049320

J. P. Morgan Securities plc25 Bank Street, Canary Wharf

London E14 5JPUnited Kingdom

DOMESTIC LEAD UNDERWRITER

BDO Capital & Investment Corporation20/F South Tower,

BDO Corporate Center7899 Makati Avenue

Makati City 0726, Philippines

LEGAL ADVISORS

To the Company as to United States federal securitieslaw and New York law

To the Joint Global Coordinators and the JointBookrunners as to United States federal securities

law and New York law

Skadden, Arps, Slate, Meagher & Flom LLPc/o Skadden, Arps, Slate, Meagher & Flom

6 Battery RoadSuite 23-02

Singapore 049909

Cleary Gottleib Steen & Hamilton LLPc/o 37th Floor, Hysan Place

500 Hennessy RoadCauseway Bay

Hong Kong

To the Company as to Philippine lawRomulo Mabanta Buenaventura Sayoc and de los Angeles

21/F Philamlife Tower8786 Paseo de Roxas, Makati City

Philippines

To the Joint Global Coordinators and the Joint Bookrunners as to Philippine lawPicazo, Buyco, Tan, Fider & Santos

18th, 19th, and 17th Floors, Liberty Center104 H.V. dela Costa St., Salcedo Village

1227 Makati City, Metro Manila, Philippines

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

R.G. MANABAT & CO.9/F KPMG Center

6787 Ayala AvenueMakati CityPhilippines